Acceptance of Terms. This website, located at www.vin.li (“Website”), is owned and operated by Vinli, Inc. (“Vinli”). Vinli is a technology research and development corporation that develops products and services, hosts certain forums and websites for visitors, operates the Website, which allows its users to order products, and operates a developer portal to allow registered developers to access certain Vinli tools and third party content. These terms of use (“Terms of Use”) govern your use of the Website. The terms and conditions governing your use of Vinli’s devices can be found at: www.vin.li/terms-conditions.
The Website contains text, pictures, graphics, logos, items, images, works of authorship, and other content (collectively with all information and material about Vinli, products and services, “Content”). The Website is intended for use only by users who are at least 18 years of age.
PLEASE NOTE: Your access to and use of the Website are subject to these Terms of Use, as well as all applicable laws and regulations. Please read these Terms of Use carefully. If you do not accept and agree to be bound by these Terms of Use, you are not authorized to access or otherwise use the Website or any information, Content, products or services contained on the Website. Your access to and use of the Website constitutes your acceptance of and agreement to abide by each of these terms and conditions set forth below. These Terms of Use may be changed, modified, supplemented or updated by Vinli from time to time without advance notice by posting here and you will be bound by any such changed, modified, supplemented or updated Terms of Use if you continue to use the Website after changes are posted. Unless otherwise indicated, any new Content, products or services added to the Website will also be subject to these Terms of Use effective upon the date of the addition. You are encouraged to review the Website and these Terms of Use periodically for updates and changes.
If you have any questions about these Terms of Use, please contact us by any means provided in the “How to Contact Us” section below.
1. Limited License and Site Access; All Rights Reserved
a. Access. Vinli hereby grants you a limited license to access and make personal use of the Website, but not to download (other than page caching) or modify it, or any portion of it, except with Vinli’s express written consent or as expressly authorized by these Terms of Use or other written terms that you are presented with and accept while using the Website or its Content. This license does not include any resale or commercial use of the Website or the Content; any collection and use of any pages; any derivative use of the Website or the Content; or any use of data mining, robots, or similar data gathering and extraction tools. Neither the Website, nor any portion of it, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without Vinli’s express prior written consent. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Vinli without Vinli’s prior express written consent. You may not use any meta-tags or any other “hidden text” utilizing any of Vinli’s name(s) or service marks without the prior express written consent of their owners. We (or the respective third party owners of Content) retain all right, title, and interest in the Website and any Content, features, products and services offered on the Website, including any and all intellectual property rights. We (or the respective third party owners of Content) reserve all rights not expressly granted. Any unauthorized use terminates the permission or license granted by Vinli.
b. Order Products. If you purchase any Vinli products or services that we offer for a fee, (“Products”), you agree to allow Vinli, or our payment affiliates or service providers, to process and store your payment card information. You also agree to pay the applicable fees for the Products as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. All fees and charges are subject to Vinli’s refund policy which can be provided to you at your request to customerservice@vin.li. Please note that some Vinli products and services may not be available in all jurisdictions.
c. Copyright. Except as otherwise expressly stated, all Content appearing on the Website is the copyrighted work of Vinli, its users or its third party content suppliers and is protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement and assembly) of all Content is also the exclusive property of Vinli and is protected by U.S. and international copyright laws.
d. Prohibited Use of Content. You may download information from the Website and print out a hard copy for your personal use provided that you keep intact and do not remove or alter any copyright or other notice (e.g., trademark, patent) contained in the information. Except as otherwise expressly stated herein, you may not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame, download, store for subsequent use, create derivative works from, transfer, or sell any information or Content obtained from the Website, in whole or in part, including any text, images, audio, and video in any manner, without the prior written authorization of Vinli or any applicable third party suppliers. The use of Content, including images, by you, or anyone else authorized by you, is prohibited unless specifically permitted by Vinli. Any unauthorized use of text or images may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. Vinli does not warrant or represent that your use of Content, products, services or any other materials displayed on the Website will not infringe rights of third parties. If you believe that any Content on the Website violates or infringes upon your intellectual property rights pursuant to Title 17, United States Code, Section 512(c)(2), please notify us immediately as at infringement at customerservice@vin.li with all specifics necessary for us to consider and respond to your complaint. You may be asked to provide additional information and follow additional procedures for us to act on your complaint.
e. Trademarks and Service Marks. Certain trademarks are the service marks and trademarks of Vinli or one of its affiliates. The domain name for the Website, all page headers, custom graphics, and button icons are service marks, trademarks, logos, and trade dress of Vinli. All other trademarks, service marks, trade dress, product names, company names or logos, whether registered or not, on the Website are the property of their respective owners. In addition to complying with all applicable laws, you agree that you will not use any such trademarks, service marks, trade dress, or other logos from the Website without the prior written authorization of their owners.
2. Ownership of information submitted via the Website
With the exception of any personal information and copyright-protected material you submit (which shall be maintained in accordance with our Privacy Policy), any information you transmit to Vinli via the Website, whether by direct entry, submission, e-mail or otherwise, including data, questions, comments, or suggestions, will be treated as non-confidential and non-proprietary and will become the property of Vinli except as expressly stated in other terms that you and Vinli agree to, including but not limited to the developer portal terms, if applicable and accepted by you. Such information may be used for any purpose, including, without limitation, reproduction, solicitations, disclosure, transmission, publication, broadcast, and posting. Vinli shall be free to use any ideas, concepts, know-how, or techniques contained in any communication you send to Vinli via the Website or by any other means for any purpose whatsoever, including, without limitation, developing and marketing products using such information. When you submit any material or information protected by intellectual property rights (e.g., photos, videos, articles, etc.) to the Website, you represent and warrant to Vinli that you have the necessary rights to copy and display such information. Furthermore, you specifically grant to Vinli a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any such content that you post on or in connection with the Website. This license ends when you delete such content or your account unless your content has been shared with others and they have not deleted it.
3. Connection Requirements
You are responsible for providing and maintaining, at your own risk, option and expense, any hardware, software and communication lines required to access and use the Website, and Vinli reserves the right to change the access configuration of the Website at any time without prior notice.
4. Prohibited Use
Any use or attempted use of the Website (i) for any unlawful, unauthorized, fraudulent or malicious purpose, (ii) that could damage, disable, overburden, or impair any server, or the network(s) connected to any server, (iii) that could interfere with any other party’s use and enjoyment of the Website, (iv) to gain unauthorized access to any other accounts, computer systems or networks connected to any server or systems through hacking, password mining or any other means, (v) to access systems, data or information not intended by Vinli to be made accessible to a user, or (vi) in an attempt to obtain any materials or information through any means not intentionally made available by Vinli, or (vii) any use other than the business purpose for which it was intended, is prohibited. In addition, in connection with your use of the Website, you agree you will not:
(a) upload or transmit any message, information, data, text, software or images, or other content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another’s right of privacy or publicity;
(b) create a false identity for the purpose of misleading others or impersonate any person or entity, including, without limitation, any Vinli representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(c) upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements);
(d) upload files that contain viruses, Trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
(e) delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature;
(f) use the Website’s communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text);
(g) upload or transmit any unsolicited advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation, commercial or otherwise;
(h) violate any applicable local, state, national or international law;
(i) upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party;
(j) delete or revise any material posted by any other person or entity unless such material is incorrect and you are permitted to modify it;
(k) manipulate or otherwise display the Website by using framing, mirroring or similar navigational technology or directly link to any portion of the Website other than the main homepage, www.vin.li in accordance with the Limited License and Site Access outlined above;
(l) probe, scan, test the vulnerability of or breach the authentication measures of, the Website or any related networks or systems;
(m) register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any services if you are not expressly authorized by such party to do so;
(n) harvest or otherwise collect information about others, including e-mail addresses; or
(o) use any robot, spider, scraper, or other automated or manual means to access the Website, or copy any content or information on the Website.
Vinli reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of the user’s access and account. Vinli may cooperate with legal authorities and third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Policy, Vinli reserves the right at all times to disclose any information as Vinli deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Vinli’s sole discretion.
5. Right to Monitor
Vinli neither actively monitors general use of the Website under normal circumstances nor exercises editorial control over the content of any third party’s website, e-mail transmission, news group, or other material created or accessible over or through the Website. However, Vinli does reserve the right to monitor such use at any time as it deems appropriate and to remove any materials that, in Vinli’s sole discretion, may be illegal, may subject Vinli to liability, may violate these Terms of Use, or are, in the sole discretion of Vinli, inconsistent with Vinli’s purpose for the Website.
6. No Editorial Control of Third Party Content; No Statement as to Accuracy
Vinli has no editorial control or responsibility over Content included in the Website that is provided by users or third party content providers. Therefore, any opinions, statements, products, services or other information expressed or made available by users or third party suppliers on the Website are those of such users or third party suppliers. Vinli does not represent or endorse the accuracy or reliability of any opinion, statement or other information provided by any user or third party, or represent or warrant that your use of the Content displayed on the Website or referenced content or service providers will not infringe rights of third parties not owned by or affiliated with Vinli.
7. Links to Third Party Websites
The Website may contain hyperlinks to other sites owned and operated by parties other than Vinli. Such hyperlinks are provided only for ready reference and ease of use. We do not control such websites and cannot be held responsible for their content or accuracy and do not endorse these sites unless we specifically so state. If the Website provides hyperlinks to other websites that are not owned, operated or maintained by Vinli, you acknowledge and agree that Vinli is not responsible for and is not liable for the content, products, services or other materials on or available from such websites. We accept no liability for any information, products, advertisements, content, services or software accessible through these third party websites or for any action you may take as a result of linking to any such website. Any such websites are likely to set forth specific terms of use and privacy policies that you should review. Vinli is under no obligation to maintain any link on the Website and may remove a link at any time in its sole discretion for any reason whatsoever. Vinli shall not be responsible or liable, directly or indirectly, for any damages or losses caused or alleged to be caused by or in connection with the use of or reliance on such content, products, services or other materials available on or through any such website. Vinli is not responsible for the privacy practices of any other websites.
8. Website Privacy Policy
Our Privacy Policy, located at www.vin.li/privacy, describes the details of Vinli’s information practices and procedures for the collection, use and sharing of data (including personal information) that we collect through the Website and other Vinli products and services. We strongly urge you to read our Privacy Policy.
9. Disclaimer
a. Content and other information contained on the Website has been prepared by Vinli as a convenience to its users and is not intended to constitute advice or recommendations upon which a user may rely. Vinli has used reasonable efforts in collecting, preparing and providing quality information and material, but makes no warranty or guarantee about the accuracy, completeness, or adequacy of the Content or other information contained in or linked to the Website or any other Website maintained by Vinli. Users relying on Content or other information from the Website do so at their own risk.
b. The information and descriptions contained herein are not intended to be complete descriptions of the terms, exclusions and conditions applicable to the products and services, but are provided solely for general informational purposes. If you purchase products or services from Vinli or purchase products or services from a third party, the terms and conditions applicable to that transaction will govern such purchase, as applicable, and your use of the Website does not affect that purchase in any manner.
c. YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. ALL CONTENT, PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, AND VINLI EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND SATISFACTORY QUALITY. VINLI MAKES NO WARRANTY THAT THE CONTENT IS ACCURATE, TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, OR THAT ANY SUCH PROBLEMS WILL BE CORRECTED.
10. Limitation of Liability
a. YOU UNDERSTAND AND AGREE THAT VINLI WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF VINLI HAS BEEN ADVISED OF THE POSSIBILITIES OF THOSE DAMAGES, RESULTING FROM YOUR USE OR INABILITY TO USE THE WEBSITE, SERVICES OR CONTENT, THE COST OF OBTAINING SUBSTITUTE PRODUCTS AND SERVICES RESULTING FROM ANY LOSS OF DATA, INFORMATION, PRODUCTS AND SERVICES OBTAINED FROM PURCHASES OR TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE, OR STATEMENTS OR CONDUCT OF ANY THIRD PARTY, OR ANY OTHER MATTER RELATED TO THE WEBSITE, SERVICES OR CONTENT. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO SUE VINLI DIRECTLY OR TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE WEBSITE.
b. Some jurisdictions do not permit the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages, therefore, some of the limitations above may not apply to you.
c. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
11. Electronic Communications
When you visit the Website or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms of Use.
12. Dispute Resolution and Governing Law
a. Customer Service and FAQs. At Vinli, we expect that our customer service team will be able to quickly and satisfactorily resolve most concerns you may have regarding Vinli, its products, services, or the Website by contacting Vinli customer service at support@vin.li or by reviewing the FAQ page on the Website at https://vinli.zendesk.com/hc/en-us. In the unlikely event that an issue, concern or claim (including legal claims) remains unresolved, you and Vinli each agree to discuss any issue informally for at least 30 days. You can do that by sending your full name and contact information, your concern and your requested solution to Vinli at Vinli, 1905 McMillan Ave., Dallas, Texas 75206 USA, Attention: Legal Department. If we would like to discuss an issue with you, we will email you at the email address you used when you registered for your Vinli account.
b. Agreement to Arbitrate. If we do not reach an agreed solution after the 30-day discussion period, you and Vinli each agree that any issue, concern or claim (including legal claims) that either of us may have arising out of or relating to these Terms of Use (including formation, performance, or breach of them), our relationship with each other, or use of the Website, must be resolved through final binding arbitration before the American Arbitration Association using its Consumer Arbitration Rules, available here (the “AAA Rules”) or available by calling the American Arbitration Association at 1-800-778-7879. As an exception to this agreement to arbitrate, Vinli is happy to give you the right to pursue in small claims court any claim that is within that court’s jurisdiction, so long as you proceed solely on an individual basis. A party who intends to seek arbitration must first send to the other party, by certified or registered mail, a written notice of dispute. You may download or copy a form notice of dispute and a form to initiate arbitration from www.adr.org. Unless you and Vinli agree otherwise, the arbitration hearings will take place in a reasonably convenient location for both parties as determined by the arbitrator in accordance with the AAA Rules, and the hearings may be conducted in-person, by videoconference, phone or by the exchange of documents. The arbitrator’s decision will be binding and may be enforced and entered as a judgment in any court of competent jurisdiction. If the arbitrator rules against Vinli, we think it’s fair that Vinli reimburse you for your reasonable attorneys’ fees and costs, regardless of who initiated the arbitration. However, if the arbitrator rules in Vinli’s favor, Vinli will not seek reimbursement of our attorneys’ fees and costs, regardless of who initiated the arbitration.
c. Time Limitation; No Class Actions. To help resolve any issues between us promptly and directly, you and Vinli agree to begin any arbitration under these Terms of Use within one year after the claim first arose; otherwise, the claim is waived. You and Vinli also agree to arbitrate in each of our individual capacities only – not as a representative or member of a class – and each of us expressly waives any right to file a class action or seek relief on a class action basis. Furthermore, unless you and Vinli agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative of class proceeding.
d. Confidentiality. All arbitration proceedings are confidential, unless both you and Vinli agree otherwise. Arbitration orders and awards required to be filed with applicable courts of competent jurisdiction are not confidential and may be disclosed by the parties to such courts. A party who improperly discloses confidential information shall be subject to sanctions. The arbitrator and forum may disclose case filings, case dispositions, and other case information as required by a court order of proper jurisdiction.
e. Governing Law. The Terms of Use shall be governed by and construed according to the laws of the State of Texas, without giving effect to principles of conflicts of law and as applied to agreements made, entered into and performed entirely in Texas by Texas residents, notwithstanding the actual residence of the parties. You and Vinli expressly disclaim the applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG). To the extent that the arbitration provisions outlined in this Section 12 are not applicable (for example, when confirming an arbitration award), you and Vinli agree to submit to the exclusive jurisdiction of the courts located in Dallas County in the State of Texas, USA.
13. Password Accounts, Passwords, and Security
If you have been given the option to open an account on the Website that will provide you with access to password protected portions of the Website and you elect to do so, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form, and choose a password and user name. You are entirely responsible for maintaining the confidentiality of your password and account and for any and all activities that occur under your account. You agree to (a) immediately notify Vinli of any unauthorized use of your account or any other breach of security of which you become aware, and (b) exit completely from your account at the end of each online session. Vinli will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Vinli or another party due to someone else using your account or password. You may not use anyone else’s account at any time, without the permission of the account holder.
14. How to Contact Us
If you have any questions about these Terms of Use or your interaction with our websites or developer portal, you can contact us by email at customerservice@vin.li or by mail at Vinli, 1905 McMillan Ave., Dallas, Texas 75206 USA, Attention: Customer Service.
15. Miscellaneous
Vinli may give you all notices (including legal process) that Vinli is required to give by any lawful method, including by posting notice on Website or by sending it to any email or mailing address that you provide to Vinli. You agree to check for notices posted on the Website. You agree that all notices to Vinli related to these Terms of Use will be provided by physical mail to the address below: Vinli, 1905 McMillan Ave., Dallas, Texas 75206 USA, Attention: Legal Department. Nothing in these Terms of Use is intended to construe the existence of a partnership, joint venture, or agency relationship between you and Vinli. Vinli shall not be liable for any failure to perform its obligations under these Terms of Use if prevented from doing so by a cause or causes beyond its control. You agree to comply with all applicable U.S. and other worldwide government and regulatory export laws and regulations. No delay or failure to take action under these Terms of Use will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of Vinli, and no single waiver will constitute a continuing or subsequent waiver. These Terms of Use will bind your successors but may not be assigned, in whole or part, by you without the written approval of an authorized representative of Vinli. Any nonconforming assignment shall be null and void. If any provision is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect and enforceable. You agree that any violation, or threatened violation, by you of these Terms of Use constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity. These Terms of Use and other terms referenced herein constitute the entire agreement between you and Vinli with respect to its subject matter and supersedes all prior or contemporaneous understandings regarding such subject matter. No addition to or removal or modification of any of the provisions of these Terms of Use will be binding upon Vinli unless made in writing and signed by an authorized representative of Vinli.