PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THIS IS A BINDING CONTRACT.

‍Last updated: March 25, 2024

‍We, Vinivia, Inc., offer our website at www.vinivia.com and other sites, software, and online services ("Websites") that refer to these Terms of Service, as amended from time to time ("Terms"), for your perusal on the condition that you accept these Terms and enter into a legally binding contract based on these Terms with us ("Agreement"). If you use our Websites on behalf of a company or other legal entity, such entity will be bound in addition to yourself, and you and your entity are collectively referred to hereinafter as "you."

THESE TERMS ARE LEGALLY BINDING. YOU BECOME BOUND IF YOU ACCESS OR USE OUR WEBSITES. IF YOU DO NOT WISH TO AGREE TO THESE TERMS, IMMEDIATELY NOTIFY US IN WRITING, AND DO NOT ACCESS OR USE OUR WEBSITES.

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1. Websites.

To the fullest extent permitted by applicable law, we offer our Websites "as is," without any representations, warranties, conditions, or assurances, and subject to change, suspension, or termination at our reasonable discretion, at any time.

2. Your Obligations.

2.1.  Compliance. When you use our Websites, you must comply with all applicable laws and our Community Rules and Principles, as amended from time to time, and avoid causing harm to us, other users, or anyone else.

2.2.  Minors.  You must not access or use our Websites unless you are at least 13 years of age. Until you are 18 years old, you must obtain the consent of your parents or legal guardian before you access or use our Websites.

2.3.  Exclusions and Embargoes. You must not access or use our Websites if you are subject to embargoes or trade restrictions under the laws of the United States, the United Kingdom, the European Union, Canada or Switzerland.

2.4.  Security. You accept that our Websites are not warranted to be secure or free from bugs or viruses. You are responsible for protecting your own information technology, computer programs, and devices from malicious code or any other adverse impacts by using up-to-date technical, organizational, administrative data security measures, including, without limitation, anti-virus software.

‍3.  Intellectual Property Rights.

We reserve title, ownership, and all rights and interests to any Intellectual Property that we possess, own, or license from third parties. We do not grant you any licenses to our Intellectual Property. We are only granting you a non-exclusive, royalty-free, limited, revocable, personal, and non-assignable right to access and use our Websites subject to limitations defined in these Terms and on the condition that you continue to comply with these Terms. "Intellectual Property" means any video, streams, sound, text, images, software, usage information, and other information, and any similar or other intangible items, regardless of whether the items are subject to copyrights, trade secrets, patents, or other intellectual property or other property rights in any jurisdiction.

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4.  Disclaimer.

To the fullest extent permitted by applicable law, we offer the Websites "As Is," without any express warranties, conditions or representations, and we disclaim any implied warranties, conditions and representations, including, without limitation, any implied warranties of merchantability, fitness for purpose, quality, workmanship, title, quiet enjoyment, or non-infringement. You use our Websites at your sole risk and your sole and exclusive remedy for any dissatisfaction with our Websites shall be to terminate this Agreement and stop using our Websites, except that, if you reside in the European Economic Area, United Kingdom or Switzerland ("EEA+"), nothing in these Terms shall be construed to limit our liability where you suffer damages as a result of our intent or gross negligence.

5.  Limitations of Liability. 

To the fullest extent permitted by applicable law, we and our parent company and affiliates, and our and their respective successors and assigns, directors, officers, employees, representatives, agents, partners, licensors, operators, advertisers, suppliers and service providers (collectively, "Vinivia Entities") shall not be liable for any loss of profits or data, or any indirect, consequential, incidental, or exemplary damages. Any direct damages shall be limited to $50. This limitation of liability shall apply to claims based on any legal theory, including, without limitation, breach of contract, tort, or statute, and to the maximum extent permitted by applicable law. This limitation of liability shall not apply to the extent prohibited by applicable mandatory laws, which cannot be derogated from in a contract, or if a competent court determines that we intentionally and knowingly caused you damages in violation of applicable law.

6.  Governing Law.

This Agreement and any dispute arising out of or in connection with this Agreement or our Websites ("Disputes") shall be governed by and construed in accordance with the laws of the territory identified in the table below.

Territory in which you are located and the Governing Law as follows

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Any territory outside the EEA, UK or Switzerland

California law and applicable federal laws, excluding conflict of law provisions

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An EEA Member State

The law of that EEA Member State

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Switzerland

Swiss Law

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United Kingdom

England and Wales

7.  Dispute Resolution.

If you reside in the EEA+, you or we can go to your local courts to resolve Disputes, and, if you are in the EU, you can also raise the Dispute with an alternative dispute resolution body via the EU Commission’s Online Dispute Resolution Platform.

If you do not reside in the EEA+, to the fullest extent permitted by applicable law, all Disputes shall be exclusively resolved by binding arbitration under the auspices and then-current Consumer Arbitration Rules of the American Arbitration Association ("AAA"). You and we waive the right to a trial by jury or to participate in a class action. The arbitrator must issue a reasoned decision in writing. If 10 or more claimants submit or seek to file arbitrations raising similar claims and are represented by the same or coordinated counsel (whether such cases are pursued simultaneously or not), all the cases must be resolved in staged proceedings. You agree to this process even though it may delay the arbitration of your claim. In the first stage, claimants' counsel and we will each select 5 cases (10 cases total) to be filed in arbitration and individually resolved by different arbitrators. If feasible, the arbitrators will be from the respective claimants' home states. In the meantime, no other cases may be filed or proceed in arbitration, and the AAA must not assess or demand payment of fees for the remaining cases or administer or accept them. Between stages, counsel will meet and confer regarding ways to improve the efficiency of the staged proceedings. Unless you and we agree otherwise, to the greatest extent permitted by law, the state and federal courts in Santa Clara county, California will have exclusive jurisdiction over any disputes between you and us that are not subject to arbitration or over any action involving the applicability or enforceability of this arbitration clause or any of its parts; you and we consent to the jurisdiction of those courts and waive any objections as to personal jurisdiction or as to the laying of venue in such courts due to inconvenient forum or any other basis or any right to seek to transfer or change venue of any such action to another court. The prevailing party in any dispute shall be entitled to compensation for reimbursement of arbitration costs and reasonable attorneys' fees.

8. General.

8.1.  Notices. Notices shall be invalid, unless actually received or sent as follows: To Vinivia Inc. at its then-current corporate address, currently at 2445 Augustine Dr Suites 150, Santa Clara CA 95054. To you at any address you provided to us or, at our option, that we can obtain from you or third parties.

8.2.  Changes.  We reserve the right to amend or terminate these Terms and our Agreement from time to time, at our sole discretion. If you do not agree to the changes, you must stop accessing and using the Services. If you continue to access or use the Services after you receive notice of changes, you shall be deemed to agree to the changes, unless applicable laws require that we obtain your agreement in another manner.

8.3.  Termination. Either party may terminate this Agreement at its sole discretion and at any time by notice in writing to the other. Email, postal mail and other permanent electronic or other communications shall satisfy any writing requirements in this Agreement.

8.4. No Third Party Beneficiary Rights. These Terms and any documents, information, and statements referenced in these Terms shall not create any rights for any third parties other than Vinivia Entities.

8.5.  Time Bar. YOU FOREVER WAIVE THE RIGHT TO PURSUE ANY CLAIM OR CAUSE OF ACTION, OF ANY KIND OR CHARACTER, AND CLAIMS OR CAUSES OF ACTION SHALL BE PERMANENTLY BARRED, UNLESS YOU NOTIFY US OF CLAIMS IN WRITING AND INITIATE PROCEEDINGS WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A DISPUTE THAT IS ARISING OUT OF OR RELATED TO THESE TERMS.

8.6.  Entire Agreement. These Terms, as amended, including terms expressly incorporated into the Agreement by these Terms, reflect the entire agreement between the parties and supersede any prior or contemporary agreements or understandings. Any amendments shall be invalid unless we post or provide them in writing

9.  Contact Us.

You can reach us by mail at Vinivia Inc., 2445 Augustine Dr Suites 150, Santa Clara, California 95054, USA, or click on the following links to contact us with questions for Customer Support, regarding copyright infringement or other Content Complaints and with respect to data privacy-related requests.

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