PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THIS IS A BINDING CONTRACT.
Last updated: 03/21/2024
We, Vinivia, Inc., offer a program ("Program") in which select users of our Vinivia app and related services (our "Services") may be able to receive rewards for posting content on our Services and engaging with other users. These Vinivia Creator Monetization Program Terms and Conditions ("Terms") govern your participation in the Program. If you participate in the Program 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 CLICK "ACCEPT" OR OTHERWISE PARTICIPATE IN THE PROGRAM. IF YOU DO NOT WISH TO AGREE TO THESE TERMS, PLEASE DO NOT JOIN THE PROGRAM.
1. Terms of Service.
The Program forms a part of our Services, and use of our Services is subject to the Vinivia App Terms of Service including our Community Rules and Principles.
All terms of the Vinivia App Terms of Service also apply to your participation in the Program and these Terms form a part of your Agreement with us, as "Agreement" is defined in the Vinivia App Terms of Service. In the event of a conflict between these Terms and the Vinivia App Terms of Service, you agree that these Terms shall take precedence to the extent of the conflict.
2. Your Obligations.
You represent and warrant that you reside in the USA (including for tax purposes) and are at least the age of majority where you reside or in the state from which you use our Services. You have provided and will provide only truthful information to us. If any information you have provided to us about you or your participation in the Program has changed, you will immediately update us in writing. You shall not participate in the Program if any laws or contracts that apply to you prohibit you from participating in the Program. As between you and us, you are solely responsible and liable for any representations, commitments or other communications that you make or transmit to other users of our Services, such as with respect to the frequency of your content or the dates and times of your livestreams.
3. Rewards.
We may award Vinivia Rubies, which are a type of virtual item, to your account when users access your content or otherwise interact with you through our Services. You can only receive Vinivia Rubies from us and can only redeem Vinivia Rubies for real currency from us. The Vinivia Rubies we deposit in your account have no monetary value and cannot be transferred, exchanged or redeemed for money or anything else of value until such time that they are redeemed in accordance with these Terms. You must have enough Vinivia Rubies to be able to redeem USD $50 worth of real currency whenever you redeem any Vinivia Rubies for real currency.
Before you may redeem any Vinivia Rubies, we will take steps to verify that you complied with these Terms and take other steps as required by applicable law. In particular, unless we are satisfied at our sole discretion that you complied with these Terms, you must sign and return an Affidavit of Eligibility within 5 days of receiving it from us to redeem Vinivia Rubies, and agree to receive any tax or other documentation from us electronically, if applicable. You may be required to provide a completed I.R.S. Form W-9 and other reasonable documentation to us before earning or redeeming Vinivia Rubies. We may assume that you performed the activities described in these Terms in the USA for the purposes of our income tax reporting obligations, if any.
You are solely responsible for reporting and paying to the relevant tax authority any tax due on Vinivia Rubies or other monies you receive under the Program in accordance with local legal and tax requirements based on your personal circumstances. We may withhold Vinivia Rubies or prohibit you from redeeming them if we reasonably believe additional verification is required.
If you close your account or we terminate your account or stop providing Services, you will lose your Vinivia Rubies and any other Services you may have already paid for and you agree that we do not owe you anything in this situation.
4. Indemnity; Release of Liability
To the fullest extent permitted by law, you agree to defend, indemnify and hold us 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") harmless from and against any and all claims, liabilities, demands, damages, losses, costs and expenses (including reasonable attorneys' fees) (collectively, "Claims"), caused by, arising from, in connection with, or related in any way to your participation in the Program or your violation of these Terms. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such Claim.
Except where prohibited by law, Vinivia Entities shall not be liable for: (i) hardware, software or other technical or computer malfunctions, lost connections, disconnections, delays or transmission errors; (ii) data corruption, theft, destruction, unauthorized access to or alteration of referrals or other materials; (iii) any injuries, losses or damages of any kind resulting from acceptance, possession or use of a reward, or from participation in the Program; or (iv) any printing, typographical, administrative or technological errors in any websites or materials associated with the Program.
We do not make any representation or warranty regarding any rewards you can expect at any time in connection with the Program. We will not be liable for any actions or conduct you undertake based on expectations of receiving rewards under the Program.
5. Independent Contractors
The relationship of you to us is that of an independent contractor. At no time shall you hold yourself out as being an employee, officer, agent, representative, joint venturer, or partner of ours or any Vinivia Entity. You are independently obligated to report all income you receive under these Terms. You are wholly responsible for and assume exclusive responsibility for, to the extent applicable, the payment of Federal Insurance Contributions Act, Federal Unemployment Tax Act and income taxes, and compliance with any other international, federal, state, or local law, rules and regulations. You are also solely responsible for and assume full responsibility for filing all tax returns, tax declarations and tax schedules, and for the payment of all taxes as required by law, including without limitation, local, state and federal income taxes, Social Security taxes, Medicare taxes, unemployment compensation taxes and any other international, federal, state, or local taxes, fees or withholdings due on your behalf. You shall indemnify, defend and hold us and the Vinivia Entities harmless from any Claims arising out of your failure to pay or withhold any taxes or other required withholdings due on your behalf. You shall have the discretion to determine the location (within the USA), times and means of performing the activities described in these Terms as long as they comply with these Terms.
6. Confidentiality
As part of your participation in the Program, you may have access to certain non-public information, including these Terms, the amount of Vinivia Rubies you obtained and redeemed, the monetary amounts you earned under the Program, and communications between us and you regarding your participation in the Program ("Vinivia Confidential Information"), which is confidential and proprietary to us. You may use Vinivia Confidential Information only as necessary in exercising your rights granted in these Terms and by applicable law. You agree to keep Vinivia Confidential Information strictly confidential and not to disclose Vinivia Confidential Information without our prior written consent. You agree that you will protect Vinivia Confidential Information from unauthorized use, access, or disclosure in the same manner that you would protect your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care. Nothing in these Terms shall prohibit disclosure of Vinivia Confidential Information which:
(i) is or becomes publicly available without breach of these Terms by you;
(ii) is received from a third party without breach by such third party of any obligation of confidence with respect to the Confidential Information;
(iii) is required to be disclosed by: (a) applicable laws; (b) the rules or regulations of any governmental or regulatory body, authority or agency; or (c) an order of a court of competent jurisdiction or a regulatory or judicial authority; provided that, if you are required to disclose Vinivia Confidential Information under such circumstances, you will only do so after giving us prior notice of the applicable disclosure requirement and giving us a reasonable amount of time to seek to limit the disclosure in accordance with applicable law; or
(iv) is disclosed to your employees (if applicable), representatives or legal advisors who need to know such Vinivia Confidential Information for the purposes of carrying out your obligations under these Terms, provided that such persons are bound by appropriate confidentiality and non-disclosure obligations under their relevant employment contracts, appointment agreements or otherwise (as applicable).
Upon termination or expiry of these Terms or at such earlier time as we may request, you must return to us or (if return is not practicable) destroy all Vinivia Confidential Information and copies thereof that you then have in your possession or control. For the avoidance of doubt, this Section shall survive termination or expiry of these Terms.
7. Assignment
These Terms, and any rights, licenses and privileges granted in them, may not be transferred or assigned by you, but may be freely assigned or transferred by us without restriction, notice or other obligation to you.
8. Third-Party Beneficiaries
Vinivia Entities other than Vinivia, Inc. are expressly intended to be and shall be third-party beneficiaries of these Terms.
9. Entire Agreement.
These Terms, as amended, including terms expressly incorporated into these Terms, reflect the entire agreement between the parties with respect to the Program and supersede any prior or contemporary agreements or understandings. Any amendments shall be invalid unless we post or provide them in writing.