PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THIS IS A BINDING CONTRACT.
Last updated: 03/21/2024
We, Vinivia, Inc., offer our Vinivia app and related services ("Services") for your perusal on the condition that you accept these Terms of Service, as amended from time to time ("Terms"), and enter into a legally binding contract based on these Terms with us ("Agreement"). If you use our Services 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 SERVICES. IF YOU DO NOT WISH TO AGREE TO THESE TERMS, IMMEDIATELY NOTIFY US IN WRITING, AND DO NOT ACCESS OR USE OUR SERVICES.
1. Services.
We offer the Services "as is," without any representations, warranties, or assurances, and subject to change, suspension, or termination at our sole discretion, at any time. We reserve the right to remove any content at any time and at our sole discretion.
2. Your Obligations.
2.1. Compliance. When you use our Services, 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 Services 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 Services.
2.3. Exclusions and Embargoes. You must not access or use our Services if we have terminated or removed your account or 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. Account Credentials. You must select a secure user ID and password ("Credentials") that you are not using on any other site. You must keep your credentials confidential and not share them with anyone else. If anyone else acquires your Credential, you must change your password immediately to prevent unauthorized persons from using your account. If you fail to prevent or stop unauthorized access by others, you assume full responsibility and liability for acts committed via your account.
2.5. Privacy. If you collect, post, or process any information relating to other persons in connection with our Services, you must process such information only in compliance with all applicable laws, without impairing any person's rights to information, publicity, or privacy, and not contrary to how we process personal data as set forth in our Privacy Statement, which we may amend from time to time, at our sole discretion.
2.6. Security. You accept that our Services 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, and also other users and our Services 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.
3.1. Services. 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 Services subject to limitations defined in these Terms and on the condition that you continue to comply with these Terms.
3.2. User Content. You reserve title, ownership, and all rights and interests to any Intellectual Property that you create, transmit, or post when you use our Services ("User Content"). You grant anyone who can download or access your User Content in accordance with your User Settings a non-exclusive and royalty-free license to copy, adapt, distribute, display, perform, process, and use your User Content for any purposes, except as prohibited by applicable law or our Community Rules and Principles. You represent and guarantee that you hold all rights required by this Agreement, that you will refrain from posting any infringing materials, and that you will indemnify us against any third-party claims alleging that you infringed third party rights by using our Services or posting User Content.
3.3. 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.
4. Disclaimer.
We offer the Services "As Is," without any express warranties or representations. We disclaim any implied warranties and representations, including, without limitation, any implied warranties of merchantability, fitness for purpose, quality, workmanship, title, quiet enjoyment, or non-infringement. You use our Services at your sole risk. Your sole and exclusive remedy for any dissatisfaction with the Services shall be to terminate this Agreement and stop using the Services. WE DO NOT ASSUME ANY RESPONSIBILITY, AND BY USING OUR SERVICES YOU DENY ANY CLAIM AGAINST VINIVIA ENTITIES WHATSOEVER, FOR, AND IN CONNECTION WITH, ANY CONTENT PROVIDED BY OUR SERVICES.
5. Payments
5.1. Purchases with Vinivia Coins and Fiat. You may be able to purchase with real money virtual items called Vivinia Coins which you may use on our Services to gain access to specific features, such as exclusive content, livestream sessions with specific creators, and other virtual items that you can use on our Services. You can only purchase virtual items from us and can only use virtual items on our Services. Virtual items are not your property and do not have any monetary or other value. You cannot sell or give virtual items to anyone else. Specifically, what you receive when you buy a virtual item is a limited, personal, non-transferable, non-sublicensable, revocable permission from us to use the virtual item to access Services that we offer. Purchases of virtual items and other Services are non-refundable. If you are under 18 or the age of majority where you live, you are responsible for ensuring that your parent or legal guardian gave you permission to purchase virtual items and agrees to these Terms directly with us. If you close your account or we terminate your account or stop providing Services, you will lose your virtual items and any other Services you may have already paid for and you agree that we do not owe you anything in this situation. You agree that we can change the prices of Vivinia Coins, other virtual items and other Services in any manner and at any time as we may determine in our sole discretion.
5.2. Payments. Your payment methods may be subject to certain restrictions, such as territorial restrictions, bank/payment card restrictions, spending limits, third-party service provider restrictions or otherwise. If any of these restrictions apply to a potential payment you wish to make to us, you may not use that form of payment. If you are using a payment card for a purchase, we may obtain a pre-approval from the applicable payment card company for an amount up to the amount of the order. All purchases are final once you click the "Submit" or similar button or link. If payment is not received by us from your credit, debit or charge card issuer or its agents or other payment service provider, or if paid amounts are reversed, recalled or canceled after initial payment, you must pay all amounts due as soon as we ask you to. You agree to pay all fees and applicable taxes incurred by you or anyone using an account registered to you.
6. Limitations of Liability.
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 the greater of the amount of fees you paid for Services in the preceding 12 months or USD 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.
7. Governing Law.
This Agreement and any dispute arising out of or in connection with this Agreement or the Services ("Disputes") shall be governed by the laws of California and applicable federal laws, excluding conflicts of law provisions.
8. Arbitration.
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.
9. Notice regarding Apple
By downloading or accessing Services from a device made by Apple, Inc. or its affiliates ("Apple") or from Apple's App Store, you acknowledge and agree that:
- These Terms are between Vinivia, Inc. and you; Apple is not a party to these Terms.
- The right granted to you in these Terms is limited to a non-exclusive, royalty-free, limited, revocable, personal, and non-assignable right to install and access our Services on any Apple-branded device that you own or control, subject to these Terms and the Usage Rules set forth in the Apple Media Services Terms and Conditions.
- Apple is not responsible for our Services and has no obligation whatsoever to furnish any maintenance or support services with respect to our Services.
- In the event of any failure of our Services to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for our Services, if any, to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to our Services.
- Apple is not responsible for addressing any claims by you or a third party relating to our Services or your or their possession or use of our Services, including product liability claims, any claim that our Services fail to conform to any applicable legal or regulatory requirement, or claims arising under consumer protection, privacy or similar laws.
- In the event of any third-party claim that our Services or your possession or use of our Services infringe that third party's intellectual property rights, Apple is not responsible for the investigation, defense, settlement or discharge of such intellectual property infringement claim.
- You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and you are not listed on any U.S. Government list of prohibited or restricted parties.
- Apple is a third-party beneficiary of these Terms and, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary hereof.
- We authorize use of our Services by multiple users through the Family Sharing or any similar functionality provided by Apple.
10. General.
10.1. 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.
10.2. 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.
10.3. 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.
10.4. 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 and Apple.
10.5. 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.
10.6. 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.
11. 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.