(Last modified on April 5, 2017)
Welcome to Vity.co. This User Agreement describes the terms and conditions on which you are allowed to use the Website and the Services. We have incorporated by reference all linked information. Capitalized terms not otherwise defined, have the meaning ascribed to them below.
PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THIS WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN PLEASE DO NOT ACCESS, BROWSE OR OTHERWISE USE THE VITY SERVICES. CLIENTS AND/OR USERS WHO VIOLATE THESE TERMS MAY HAVE THEIR ACCESS AND USE OF THE WEBSITE SUSPENDED OR TERMINATED, AT OUR SOLE DISCRETION.
In This User Agreement:
"Account" means the account you open when you register on the Website.
"Advertiser" means a User that offers and provides services or identifies as an Advertiser through the Website.
"Advertiser Services" means the remuneration or services that an Advertiser provides under the terms and conditions of a Campaign
"Apply" means the act of an Influencer applying for a Campaign which will require review by Advertiser for to acceptance of the terms and conditions of the Campaign by the Influencer.
"Campaign" means a job directed at or awarded by an Advertiser through the Website, which may include a Campaign or Contest listed by an Advertiser, a service bought by an Influencer from an Advertiser, and goods or services awarded by an Advertiser to an Influencer as a result of a Contest or competition hosted through the Website. Campaigns may last a maximum of up to six months.
"Contest" means a contest that is solely promoted by an Influencer and in respect of which an Influencer can submit an entry via the Website.
"Contest Brief" means the document setting out the terms and conditions that to apply to a Contest.
"Contest Handover" , in respect of a Contest, means the agreement between the Advertiser and winning Influencer under which the Advertiser will transfer to the Influencer ownership of the winning entry.
"Campaign" means an offer directed at Influencers by an Advertiser in the form of a posted product, brand, service or concept, listed and displayed on the Website together with a description of the terms and conditions of offer.
"Escrow" means an account where money will first be deposited by the Advertiser in order to commence the Campaign.
"Escrow Period" is the period that the money will be on hold (five days) once the Influencer has completed the Campaign terms.
"Invite" means the action of an Advertiser inviting an Influencer to participate in a Campaign.
"Dollar" or "$" unless otherwise stated, all fees and references to currency are quoted in United States Dollars.
"Dispute Resolution Process" means the process to be followed by Influencers and Advertisers in accordance with the Dispute Resolution Policy.
"Entrant" means an eligible Influencer (or Advertiser, as the case may be) who has entered into a Contest.
"Inactive Account" means a User Account that has not been logged into for a contiguous 6-month period.
"Influencer" means a User that investigates and accepts an Advertisers Campaign or items from an Advertiser or identifies as an Influencer through the Website.
"Influencer Services" means the services that an Influencer provides under the terms and conditions of a Campaign.
"Intellectual Property Rights" means any and all intellectual property rights, existing worldwide and the subject matter of such rights, including: (a) patents, copyright, rights in circuit layouts (or similar rights), registered designs, registered and unregistered trade marks, and any right to have confidential information kept confidential; and (b) any application or right to apply for registration of any of the rights referred to in paragraph (a), whether or not such rights are registered or capable of being registered and whether existing under any laws, at common law or in equity.
"Payment" means a payment or prepayment made by the Advertiser for the provision or completion of Influencer’s Services under the terms and conditions of a Campaign and which will be released in accordance with the section "Payments" below.
"Services" means all content, services and/or products, as applicable, and available on or through the Website.
"User" , "you" or "your" means an individual who visits or uses the website
"User Contract" means: (1) this User Agreement; (2) the Code of Conduct as amended from time to time; (3) any other contractual provisions accepted by both the Advertiser and Influencer uploaded to the Website, to the extent not inconsistent with the User Agreement and the Code of Conduct; and (4) the Campaign terms as awarded and accepted on the Website, to the extent not inconsistent with the User Agreement and the Code of Conduct.
"Vity" , "Company" "we" , "our", or "us" means Vity, Inc., a Delaware Corporation.
"Website" means the websites operated by Vity and available at: Vity.co and any related Vity service, tool or application.
The Website is an online venue where certain companies, brands, entities, natural persons, advertisers (collectively "Advertisers") create Campaigns and individuals ("Influencers") agree to fulfill the terms of those Campaigns in accordance with the terms and conditions of the applicable Campaign. Advertisers and Influencers must register for an Account in order to exchange services, goods or other remuneration. The Website enables Users to work together online to complete and pay for Campaigns, participate in Contests and to use the Services that we provide.
The Website and the related services are owned and operated by Vity, Inc. This User Agreement contains the terms and conditions that govern all use of the Website and the Services. The Services are offered to you subject to your acceptance, without modification, of all of the terms and conditions contained herein, as may be published from time to time on the Platform or otherwise made available to you on or through the use of the Services. When accepted by you, these Terms form a legally binding contract between you and Vity. If you are entering into this User Agreement on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.
By accessing and/or using the Website, you agree to the terms of the User Agreement with Vity. We may amend this User Agreement and any linked information from time to time by posting amended terms on the Website.
Before using the Vity Website, we recommend that you read the whole User Agreement, the Website policies and all linked information.
You will not use the Vity Website if you:
Subject to your local laws, a person over 16, but under 18, can use an adult's account with the permission of the account holder. However, the account holder is responsible for everything done with that account.
Users may provide a business name or a company name, which is to be associated with the User's Account. Users acknowledge and agree that where a business name or company name is associated with their Account, this User Agreement is a contract with the User as an individual (not the business or company) and Users remain solely responsible for all activity undertaken in respect of their Account.
We may, at our absolute discretion, refuse to register or cancel the account of a person or corporate entity as a User.
While using the Vity Website, you will not:
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent with the information specified below in the form of a "Notification of Alleged Infringement." It is our policy to respond to clear Notifications of Alleged Infringement, and our policy is designed to make submitting Notifications of Alleged Infringement as straightforward as possible while reducing the number of Notifications that we receive that are fraudulent or difficult to understand or verify. If you are a subscriber and concerned about the removal of or blocked access to your content, please provide our Copyright Agent with the written information specified below in the form of a "Counter-Notification." The forms specified below are consistent with the forms suggested by the United States Digital Millennium Copyright Act (the text of which can be found at the U.S. Copyright Office Website at http://www.copyright.gov ).
DMCA NOTIFICATION OF ALLEGED COPYRIGHT INFRINGEMENT
If you would like to submit a claim of copyright infringement for material, please substantiate each claim by sending our Copyright Agent a Notification of Claimed Infringement at the email or mailing address below:Vity, Inc.
To be considered effective, a Notification of Alleged Infringement must be submitted in writing and include the following information:
If you elect to send us a Counter-Notification, please send an email or letter to our Copyright Agent at the email or mailing address below:Vity, Inc.
To be considered effective, a Counter-Notification must be submitted in writing and include the following information:
Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of subscribers who are repeat infringers.
We may charge fees for certain services, such as introduction fees for Campaigns, listing upgrades and memberships. When you use a service that has a fee, you have an opportunity to review and accept the fees that you will be charged based on our schedule of Fees and Charges , which we may change from time to time and will update you by placing on our Website. We may choose to temporarily change the fees for our services for promotional events (for example, discounts on memberships) or new services, and such changes are effective when we post the temporary promotional event or new service on the Websites.
You are responsible for paying any taxes, including any goods and services or value added taxes, which may be applicable depending on the jurisdiction of the services provided. These taxes will be added to fees billed to you, if applicable.
You must also comply with your obligations under income tax provisions in your jurisdiction.
You acknowledge and agree that we may in our sole discretion, from time to time, appoint our related or unrelated entities or third parties as our agent to accept or make payments (including merchant facilities) from or to Users on our behalf. Such a third party will have the same rights, powers and privileges that we have under this User Agreement and will be entitled to exercise or enforce their rights, powers and privileges as our agent or in their own name. In addition, you must agree to the separate terms and conditions of our agents, including but not limited to Stripe: (https://stripe.com/us/terms). In no event shall we be liable to any User for any loss, damage or liability resulting from the Payment Administration Agent's negligence and/or acts beyond the authority given by Vity.
We may display your company or business name, logo, images or other media, and public description of your Campaigns and profile as part of the Vity Services and/or other marketing materials relating to the Vity Website, except where you have explicitly requested that we do not do this and we have agreed to such request.
When you give us content, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all copyright, trademark, publicity, and database rights you have in the content, in any media known now or in the future devised.
You acknowledge and agree that: (1) we only act as a portal for the online exchange, distribution and publication of User content. We make no warranty that User content is actually made available on the Website. We have the right (but not the obligation) to take any action deemed appropriate by us with respect to your User content; (2) we have no responsibility or liability for the deletion or failure to store any content, whether or not the content was actually made available on the Website; and (3) any and all content submitted to the Website is subject to our approval. We may reject, approve, delete or modify your User content at our sole discretion.
You represent and warrant that your content:
You acknowledge and agree that we may transfer your personal information to a related entity and your personal information may be transferred outside of the United States. If you wish to withdraw your consent, you acknowledge and agree that we may be unable to provide you with access to the Website and Vity Services and may close your Account.
Information on the Website may contain general information about legal, financial, health and other matters. The information is not advice, and should not be treated as such. You must not rely on the information on the Website as an alternative to professional advice. If you have specific questions about any matter you should consult your professional advisor(s).
We provide unmonitored access to third party content, including User feedback and articles with original content and opinions (or links to such third party content). We only act as a portal and have no liability based on, or related to, third party content on the Website, whether arising under the laws of copyright or other intellectual property, defamation, libel, privacy, obscenity, or any other legal discipline.
The Website may contain links to other third party websites. We do not control the websites to which we link from the Website. We do not endorse the content, products, services, practices, policies or performance of the websites we link to from the Website. Use of third party content, links to third party content and/or websites is at your risk.
Vity owns all right, title and interest, including all related trademarks, service marks, copyrights, logos, trade dress, trade names, inventions, patents, and all applications, registrations and renewals in connection with any of the above, database rights, know-how, trade secrets, and all other intellectual and industrial property rights in and to the website, content (except User uploaded data) software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information relating to the Service (the "Vity Intellectual Property"). Your use of the Website or Services does not grant to you ownership of any content, code, data or any part of the Vity Intellectual Property you may access on or through the Website. Any commercial or promotional distribution, publishing or exploitation of the Vity Intellectual Property is strictly prohibited unless you have received the express prior written permission from Vity or the otherwise applicable rights holder. Vity reserves all rights to the Intellectual Property not expressly granted in this Agreement.
This Agreement is not a sale and does not convey to you any rights of ownership or interest in the Intellectual Property, except the limited right to use it pursuant to this Agreement. The Vity name, logo, iconography and the product names associated with the Service are trademarks of Vity and no right or license is granted to use them. You agree that you will not, directly or indirectly, dispute, challenge, contest or otherwise impair Vity’s intellectual Property or interests in the Intellectual Property, nor directly or indirectly assist any other person in contesting the same.
Influencer agrees and acknowledges that any work ("Work") produced pursuant to acceptance of a Campaign or this Agreement is specially ordered by Advertiser and constitutes a "work made for hire" produced for the Advertiser under all relevant copyright laws. If, for any reason, pursuant to any relevant copyright laws, any elements of the Work, or any derivative works thereof are deemed not to be work made for hire, Influencer agrees that this Agreement shall constitute an irrevocable, perpetual assignment to Advertiser and its successors and assigns of any and all right, title and interest therein under any such relevant copyright laws, including but not limited to any and all worldwide copyrights and renewals, extensions and restorations thereof, including but not limited to the exclusive, worldwide, irrevocable, perpetual right to perform, display, reproduce, distribute, prepare derivative works, use, advertise, promote, market, sell, manufacture, exhibit, and/or otherwise exploit the Work and the product, any and all derivative works thereof, and any and all elements of any of the foregoing, in any and all media and manners throughout the universe, whether now known or hereafter devised, and the right to adapt, change, revise, edit, abridge or rearrange the Work or product, any and all derivative works thereof, and any and all elements of any of the foregoing, and to combine same with other works. Influencer hereby transfers, conveys and assigns to Advertiser all intellectual property rights in and to all elements of the Work, any derivative works thereof throughout the world, and in any language. Influencer hereby waives any so-called "droit moral" rights, "moral rights of authors" and all other similar rights however denominated throughout the world. Nothing in this Agreement may be construed to convey a mere license of the Work to the Advertiser. Influencer hereby irrevocably agrees not to assert against Advertiser or its direct or indirect customers, assignees, sublicensees or licensors any claim of intellectual property rights of Influencer affecting the Work.
If Influencer is an entity or has employed others, Influencer represents and warrants that its employees, agents and subcontractors have executed appropriate documentation to effectively waive any and all claims and assign any and all rights or any interests in any Work created in connection with this Agreement. At anytime reasonably requested, Influencer, without additional compensation, will assist the Advertiser in every reasonable way, at Advertiser’s expense, to secure, perfect, register, maintain and defend for Advertiser’s benefit all copyrights, patents rights, mask work rights, trade secret rights, and other proprietary rights in and to the Work. Influencer shall, at Advertiser’s request, execute, acknowledge, deliver and/or record such assignments, documents or other instruments that Advertiser deems necessary to evidence, establish, enforce or defend its rights under this Agreement ("Further Documentation"). In the event Influencer fails to or is otherwise unable (for any reason) to execute, acknowledge, deliver, and record all such Further Documentation within 30 days from the date of receipt of notice from Advertiser, Influencer hereby grants Advertiser the right, as its attorney-in-fact, to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all Further Documentation.
You acknowledge that you transfer copyright of the feedback, reputation and reviews you leave consisting of comments and a multidimensional rating (e.g. quality, communication etc.) together with a composite rating by us. You acknowledge that such feedback, reputation and reviews belong solely to us, notwithstanding that we permit you to use it on our Website while you remain a User. You must not use, or deal with, such feedback, reputation and reviews in any way inconsistent with our policies as posted on the Website from time to time without our prior written permission.
You may not do (or omit to do) anything that may undermine the integrity of the Vity feedback system. We are entitled to suspend or terminate your Account at any time if we, in our sole and absolute discretion, are concerned by any feedback about you, or your feedback rating, where we believe our feedback system may be subverted.
Unless otherwise agreed with us, you must not advertise an external website, product or service on the Website. Any website address posted on the Website, including in a listing, bid, listing description, clarification board or the message board, must relate to a Campaign, contest, item listed, User or Service being performed on the Website. An example of a permissible website address would be a portfolio of work.
We may display sponsor advertisements and promotions on the Website. You acknowledge and agree that we shall not be responsible for any loss or damage of any kind incurred by you as result of the presence of such advertisements/ promotions in the Website or your subsequent dealings with the Advertisers. Furthermore, you acknowledge and agree that content of sponsor advertisements or promotions is protected by copyrights, trademarks, service marks, patents or other intellectual property or proprietary rights and laws. Unless expressly authorized by Vity or third party right holders, you agree not to modify, sell, distribute, appropriate or create derivative works based on such advertisement/promotions.
You must not post your email address or other contact information on the Website, except in the "email" field of the signup form, at our request or as otherwise permitted by us on the Website.
Unless you have a prior relationship with a User, you must only communicate with Users via the Vity Website, including by using the Campaign messaging, inbox private messaging or similar communication. Unless we provide a User's contact information through a feature or function available through the Website, you must not, and must not attempt to, communicate with other Users in respect of Campaigns through any other means such as email, telephone, Skype, AIM, MSN Messenger, GTalk, Yahoo or any other similar services.
We may read all correspondence posted to the Website and download or access, and test (if necessary) all uploaded files, programs and websites related to your use of the Website for the purpose of investigating fraud and for risk management and related purposes.
You authorize us, directly or through third parties, to make any inquiries we consider necessary to validate your identity. You must, at our request: (1) provide further information to us, which may include your date of birth and other information that will allow us to reasonably identify you; (2) take steps to confirm ownership of your email address or financial instruments; or (3) verify your information against third party databases or through other sources.
You must also, at our request, provide copies of identification documents (such as your drivers' license). We may also ask you to provide photographic identification holding a sign with a code that we provide as an additional identity verification step.
We reserve the right to close, suspend, or limit access to your Account, the Website and/or Vity Services in the event we are unable to obtain or verify to our satisfaction the information which we request under this section.
Upon the Advertiser awarding a Campaign or Contest to the Influencer, and the Influencers’s acceptance on the Website, or the purchase of an item by an Advertiser from the Influencer, the Influencer and Advertiser will be deemed to have entered into a User Contract under which the Advertiser agrees to purchase, and the Influencer agrees to deliver the Influencer Services. You agree not to enter into any contractual provisions in conflict with the User Agreement.
You are solely responsible for ensuring that you comply with your obligations to other Users. If you do not, you may become liable to that User. You must ensure that you are aware of any domestic laws (including common law), international laws, statutes, ordinances and regulations relevant to you as an Influencer or Advertiser, or in any other uses you make of the Website.
If another User breaches any obligation to you, you are solely responsible for enforcing any rights that you may have. For the avoidance of doubt, we have no responsibility for enforcing any rights under a User Contract.
Depending on their jurisdiction, Advertisers and Influencers may have rights under statutory warranties that cannot lawfully be excluded. Nothing in this User Agreement is intended to override a right that by applicable law may not be excluded.
Each User acknowledges and agrees that the relationship between Influencers and Advertisers is that of an independent contractor. Nothing in this User Agreement creates a partnership, joint venture, agency or employment relationship between Users. Nothing in this User Agreement shall in any way be construed as forming a joint venture, partnership or an employer-employee relationship between Vity and the User.
You may have funds in your Account if you have prepaid for fees or charges or for services to be provided to you through the Website. If you are an Influencer, you may have funds if you have successfully completed a Campaign and funds have been released to you. There are also circumstances where funds will have been credited to your Account in relation to an affiliate program or a referral program.
Funds in your Account are held by us in our operating accounts held with reputable financial institutions. Funds in your Account are not held separately by us and may be commingled with our general operating funds and funds of other User's Accounts. We are not responsible for the loss of funds as a result of the failure of the financial institution, provided that we exercised reasonable care and diligence in designating the financial institution.
You are not entitled to any interest, or other earnings for funds that are in your Account.
We may receive interest on funds held by us in our operating accounts (which may include funds in your Account) from financial institutions with whom we hold our operating accounts. Any such interest earned belongs to us and we will not be liable to any User for any imputed interest on such funds.
If your Account has a negative amount of funds, we may:
In the event that we offset a negative amount of funds pursuant to this section, it may be bundled with another debit coming out of your Account.
We reserve the right to collect any funds owed to us by any other legal means.
You acknowledge and agree that:
We reserve the right to suspend a User withdrawal request if the source of the funds is suspected to be fraudulent.
If we become aware that any funds received into an Account from another Account as a result of a fraudulent transaction (e.g. a payment initiated using a stolen credit card) it will be reversed immediately. If those funds have already been released to you, you must pay the funds back to Vity. If you do not do so, we may suspend, limit or cancel your account, or take action against you to recover those funds.
We may, in our sole discretion, place a limit on any or all of the funds in your Account (thereby preventing any use of the funds) if:
If you are involved in a dispute, we may (in certain circumstances) place a temporary limit on the funds in your Account to cover the amount of any potential liability. If the dispute is resolved in your favor, we will lift the limit on your funds and those funds may be released to you. If the dispute is not resolved in your favor, we may remove the funds from your Account.
You may ask for a refund at any time for any funds that you have paid into your Account except if the amount to refund relates to a Payment or relates to fees or charges payable to us.
If the amount the User has asked to refund relates to: (1) a Payment, the Dispute Resolution Process may be followed; or (2) our fees and charges, the process set out in the Clause "Disputes with Us" must be followed.
If we agree to the refund, the funds will be received by the User through the same payment method(s) that the User used to make the original payment to us. We may, in our sole discretion, use an alternative payment method in exceptional circumstances.
We may refund funds to Users irrespective of whether a User has requested funds be refunded if: (1) we are required by law or consider that we are required by law to do so; (2) we determine that refunding funds to the User will avoid any dispute or an increase in our costs; (3) we refund funds to the User in accordance with any refund policy specified by us from time to time; (4) we find out that the original payment made by the User is fraudulent; (5) the User made a duplicate payment in error; or (6) we consider, in our sole opinion, that it is likely that the refund of funds is necessary to avoid a credit card chargeback.
If you have already initiated a chargeback request with your credit card issuer, you must not request a refund of funds by contacting us and must not seek double recovery.
If we reasonably determine, having considered all the relevant circumstances, that you have made an excessive or unreasonable number of requests to refund funds back to you or chargebacks, we may suspend, limit or close your Account.
There is no minimum amount for a refund.
A chargeback (being a challenge to a payment that an Influencer files directly with their credit card issuer) and a reversal instruction is made by the payment product issuer or third parties (such as payment processors) and not by us. We are bound to follow their instructions.
You acknowledge and agree that we will be entitled to recover chargebacks and reversals that may be imposed on us by a payment product issuer or third parties (such as payment processors) on funds paid to you by Influencers through the Website.
You agree that we may reverse any such payments made to you, which are subject to chargeback or reversal instruction via your payment product issuer or third parties (such as payment processors).
We reserve the right to close an Inactive Account. We reserve the right to close an account with zero or negative balances.
We may close, suspend or limit your access to your Account without reason. Without limiting the foregoing, we may close, suspend or limit your access to your Account:
If we close your Account due to your breach of this User Agreement, you may also become liable for certain fees as described in this User Agreement.
Without limiting our other remedies, to the extent you have breached this User Agreement, you must pay us all fees owed to us and reimburse us for all losses and costs (including any and all of our employee time) and reasonable expenses (including legal fees) related to investigating such breach and collecting such fees.
You acknowledge and agree that: (1) the damages that we will sustain as a result of your breach of this User Agreement will be substantial and will potentially include (without limitation) fines and other related expenses imposed on us by our payment processors and Users and that those damages may be extremely difficult and impracticable to ascertain; (2) if you breach this User Agreement, we may fine you up to $3,000 for each breach and/or we may take legal action against you to recover losses that are in excess of the fine amount; (3) a fine of up to $3,000 is a presently reasonable pre-estimate or minimum estimate of our damages, considering all currently existing circumstances, including (without limitation) the relationship of the sum to the range of harm to us that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult; and (4) we may release the entire (or part of the) amount of the fine from your Account to us.
If we close your Account for a reason other than as a result of your breach of this User Agreement, unless as otherwise specified in this User Agreement, you will be entitled to receive any payment due from us to you.
In the event that we close your Account, you will have no claim whatsoever against us in respect of any such suspension or termination of your Account.
We do not operate an escrow service. We do however, provide a service which allows controlled payments to be made with respect to a service called Payments.
Subject to the User Contract, the Advertiser can make a Payment, which will be locked from the Advertiser’s Account and cannot be claimed by the Influencer until:
If an Influencer does not approve of the Advertiser’s work product, the parties may elect to resolve the issue under the Dispute Resolution Process.
If the terms and conditions of a Campaign have been satisfied but we have not received any instructions from an Influencer in respect of a Payment within the shorter of: (i) the time period specified in a Campaign or (ii) six (6) months after the day that the Payment was paid and the Influencer has not logged into their Account during that time, we may return any funds back to the Advertiser.
Your first Payment of funds earned from a Campaign may be delayed for security and fraud purposes.
Subsequent Payments may be delayed where our fraud prevention policies dictate that a delay is required.
We may impose a minimum Payment amount for funds earned. This is set out in our schedule of Fees and Charges
Vity offers the Payment Dispute Resolution Services to Users who have elected to use the Payment feature. You agree and acknowledge that: (i) Vity is not providing legal services; (ii) Vity will not advise you regarding any legal matters; and (iii) if you desire to have legal counsel, you will seek an independent legal counsel from those licensed to practice law in your jurisdiction. You will not rely on Vity for any such counsel.
In the event of a dispute between an Influencer and an Advertiser regarding a return or release of Payments, either Influencer or Advertiser may elect to use the Payment Dispute Resolution Services offered by Vity as set out in the Payment Disputes Policy . The Influencer and Advertiser will then be notified that the matter will be addressed through the Payment Dispute Resolution Services.
You agree to indemnify and (to the maximum extent permitted by law) hold Vity and any of our affiliates harmless against any damages or liability you may suffer as a result of using the Payments and/or Payment Dispute Resolution Services.
Vity will respond to disputes initiated by an Advertiser or an Influencer in accordance with the Payment Dispute Resolution Services as set out in this clause and the Payment Disputes Policy and in relation to disputes that arise in relation to the provision of the venue, and the hosting of the Website by Vity as set out in the clause entitled Disputes with Us.
You acknowledge and agree that in the event that a dispute arises between you and another User in relation to any Campaign that you will first attempt to resolve any differences that you have in relation to such Campaign, including in relation to the quality of the services provided.
If you continue to have any difficulties or problems in relation to a dispute with another User in relation to a Campaign we encourage you to contact us as set out in the Clause entitled "Contacting us".
You agree that any dispute that is not related to a Payment (which must be dealt with in accordance with the Payment Disputes Policy ) arising between you and another User will be handled in accordance with this clause. Vity will have full rights and powers to make a determination for all such disputes. Upon receipt of a dispute, Vity shall have the right to request the Advertiser and the Influencer to provide documentation in support of their claim or position in relation to the dispute. You agree that Vity has absolute discretion to accept or reject any document provided. You also acknowledge that Vity is not a judicial or alternative dispute resolution institution and that we will make the determinations only as an ordinary reasonable person. In addition, we do not warrant that the documents provided by the parties to the dispute will be true, complete or correct and you agree to indemnify and (to the maximum extent permitted by law) hold Vity and any of our affiliates harmless against any damages or liability you may suffer as a result of any documentation or material subsequently being found to be false or misleading.
In relation to disputes with any other users of the Website, you hereby agree to indemnify Vity from any and all claims, demands, and damages, actual and consequential, of every kind and nature, known and unknown, that is related to such a dispute, our determinations or the use of the Payment Dispute Resolution Services for Payments and/or for Other Disputes.
The Vity Code of Conduct applies to all the services offered by Vity, including, but not limited to, the Payment Dispute Resolution Services. It is agreed by you that you will make every endeavor at fair play and post reasonable and fair demands/offers on your dispute.
A User found to be in breach of the Code of Conduct during the Payment Dispute Resolution Service process may automatically lose the dispute in favor of the other party involved, regardless of the origin of the dispute. The User who breached the Code of Conduct may also incur further disciplinary action. For more information, read the Code of Conduct
For any claim, Vity may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. If Vity elects arbitration, such arbitration will be initiated through an established alternative dispute resolution (ADR) provider, which is to be selected by you from a list of two or more ADR providers (and two or more arbitrators) that Vity will provide to you. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise determined by the Company; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
All claims you bring against Vity must be resolved in accordance with the terms of this Agreement. All claims filed or brought contrary to this Agreement shall be considered improperly filed and a breach of this Agreement. Should you file a claim contrary to the terms of this Agreement, Vity may recover its legal fees and costs (including in-house lawyers and paralegals), provided that Vity has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
If any proceeding by or against you is commenced under any provision of any bankruptcy or insolvency law, Vity will be entitled to recover all reasonable costs or expenses (including reasonable legal fees and expenses) incurred in connection with the enforcement of this Agreement.
Vity’s failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
Some of the Websites will display rates in the local currency of that Website, in addition to the actual amount. These rates are based on a conversion from the originating currency using indicative market exchange rates. You understand and agree that these rates are only indicative and the amount specified in the origin currency is the actual amount.
As a convenience service, we may allow you to receive payments from your Account in another currency. If you wish to do so, you will be quoted an exchange rate which will be available for the time specified, which you may choose to accept. We may charge a fee for effecting the currency conversion transactions. This fee will be embedded within the rate provided to you and the currency exchange will be settled immediately.
We reserve the right to reject any request for a conversion of currency at any time.
You are responsible for all risks associated with converting and maintaining funds in various available currencies, including but not limited to the risk that the value of these funds will fluctuate as exchange rates change, which could result in decreases in the value of your funds in aggregate. You must not use (or attempt to use) the Website to engage in speculative trading, which could result in substantial losses. We are not a financial services provider.
All information included on the Website in respect of currency conversion is general information only. Use of currency conversion is at your own risk. Currency conversions are final and irreversible.
We may run and promote competitions on the Website from time to time and such competitions will be subject to the terms and conditions as published by us on the Website.
Prizes awarded will be denominated in USD unless stated otherwise. Competition winners will be determined by us in accordance with the applicable terms and conditions at our absolute discretion. All decisions made us in respect of competition are final and we will not enter into any correspondence in relation to the prize or the promotion.
Influencers can promote a Contest hosted on the Website by providing a Contest Brief and paying the Contest Prize in accordance to our instructions provided on the Website. An Influencer which promotes a Contest acknowledges and agrees that it is solely responsible for the operation and promotion of the Contest and warrants that it will comply with all applicable law in respect of the operation and promotion of the Contest. We have no liability for loss suffered by a User in connection with a Contest including but not limited to loss suffered (or penalties imposed) in connection with a contravention of law.
Entrants may submit their entries in image, video, text or other format as specified on the Website. All entries must comply with the Contest Brief and must not infringe any Intellectual Property Rights. Any entry which infringes any Intellectual Property Rights will be an ineligible entry and subject to removal either by the Influencer or us and subject to action as per our Copyright Infringement policy .
Influencers can promote either: (a) a regular prepaid Contest, under which an Influencer may select one or more winning Entrant(s) and Influencers may request that the Contest Prize be released to them if a winner has not been chosen; or (b) a guaranteed Contest, under which an Influencer may select one or more winning Advertiser(s) and if no winner is selected, we will release the Contest Prize to Entrants of the guaranteed Contest and charge the appropriate fees and the Influencer will have no rights to have the Contest Prize released to them or to use any entries that have been submitted.
After awarding a Contest Prize, the Influencer and winning Entrant(s) will enter into a Contest Handover and when the winning Entrant(s) has uploaded the winning entry (including all related files) to the Influencer, the Contest Prize will be released to the winner of the Contest unless disputed by the Influencer in which case the dispute must be resolved between the Influencer and winning Entrant(s) before we can release the Contest Prize to the winning Entrant(s).
For avoidance of doubt, the Advertiser has no right or license to use any entries other than the winning entry/entries. The Advertiser may not: (a) allow or request Influencer to submit entries to the Advertiser via other means than the Website; and (b) award another Account that might be deemed as collusion or awarding another Account owned by the Influencer.
If you have a dispute with one or more Users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
You agree that you will not use any robot, spider, scraper or other automated means to access the Vity Website for any purpose without our express written permission.
Additionally, you agree that you will not:
You will indemnify us (and our officers, directors, agents, subsidiaries, joint venturers and employees) against any claim or demand, including legal fees and costs, made against us by any third party due to or arising out of your breach of this Agreement, or your infringement of any law or the rights of a third party in the course of using the Vity Website and Vity Services.
You must immediately notify us upon becoming aware of any unauthorized access or any other security breach to the Website, your Account or the Vity Services and do everything possible to mitigate the unauthorized access or security breach (including preserving evidence and notifying appropriate authorities). You are solely responsible for securing your password. We will not be liable for any loss or damage arising from unauthorized access of your account resulting from your failure to secure your password.
We do not offer any form of insurance, or other Influencer or Advertiser protection.
Because User identification on the internet is difficult, we cannot and do not confirm each User's purported identity. We may provide information about a User, such as a strength or risk score, geographical location, or third party background check or verification of identity or credentials. However, such information is based solely on data that the User submits and we provide such information solely for the convenience of Users and the provision of such information is not an introduction, endorsement or recommendation by us.
The Website is a dynamic time-sensitive website. As such, information on the Website will change frequently. It is possible that some information could be considered offensive, harmful, inaccurate or misleading or mislabeled or deceptively labeled accidentally by us or accidentally or purposefully by a third party.
Our Services, the Website and all content on it are provided on an "as-is", "with all faults" and "as available" basis and without warranties of any kind either express or implied. Without limiting the foregoing, we make no representation or warranty about:
To the extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose, quality, suitability and non-infringement.
In no event shall we, our related entities, our affiliates or staff be liable, whether in contract, warranty, tort (including negligence), or any other form of liability, for:
The limitations on our liability to you above shall apply whether or not we, our related entities, our affiliates or staff have been advised of the possibility of such losses or damages arising.
Notwithstanding the above provisions, nothing in this User Agreement is intended to limit or exclude any liability on the part of us and our affiliates and related entities where and to the extent that applicable law prohibits such exclusion or limitation.
To the extent that we are able to limit the remedies available under this User Agreement, we expressly limit our liability for breach of a non-excludable condition or warranty implied by virtue of any legislation to the following remedies (the choice of which is to be at our sole discretion) to the supply of the Vity services again or the payment of the cost of having the Vity services supplied again.
As some jurisdictions do not allow some of the exclusions or limitations as established above, some of these exclusions or limitations may not apply to you. In that event, the liability will be limited as far as legally possible under the applicable legislation.
We may plead this User Agreement in bar to any claim, action, proceeding or suit brought by you, against us for any matter arising out of any transaction or otherwise in respect of this User Agreement.
You and we agree that you and we will only be permitted to bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and we agree otherwise, the arbitrator may not consolidate or join more than one person's or party's claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. In addition, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party's individual claim(s). Any relief awarded cannot affect other Users.
Legal notices must be served on Vity (in the case of Vity) or to the email address you provide to Vity during the registration process (in your case). Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid or that the email has not been delivered. Alternatively, we may give you legal notice by mail to the address provided by you during the registration process. In such case, notice will be deemed given three days after the date of mailing.
Any notices to Vity must be given through registered U.S. Mail, or overnight courier signature required.
We encourage you to try and resolve disputes using certified mediation (such as online dispute resolution processes). If a dispute cannot be resolved then any legal action or proceeding with respect to this Agreement must be brought in the courts of the State of California or the United States of America located in the City of Los Angeles, California. This Agreement shall be governed and constructed in accordance with the laws of the State of California without regard to conflicts of law provisions. User (i) consents to submit such party to the personal jurisdiction of such court, (ii) agrees that such party will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that such party will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than such court, (iv) waives, in connection with any such action or proceeding, any objection, including, without limitation, any objection to the venue or based on the grounds of forum non-conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions, (v) consent to the service of process of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address as set forth herein, and (iv) waives any right to trial by jury with respect to any claim or proceeding related to or arising out of this Agreement or any of the transactions contemplated hereby.
Any cause of action you may have with respect to your use of this Website or the Services must be commenced within one year after the claim or cause of action arises.
BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, YOU WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY AGREEMENTS RELATED HERETO.
The parties agree that irreparable damage could occur in the event that you breach any provision of this Agreement. It is accordingly agreed that Vity shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement, in addition to any other remedy to which it is entitled at law or in equity.
It is the desire and intent of the parties that the provisions of this User Agreement be enforced to the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, in the event that any provision of this User Agreement would be held in any jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
You may not assign or subcontract any rights or obligations under this Agreement, either in whole or in part, directly or by operation of law, without our express prior written consent. Any attempt to do so shall be void and of no effect.
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
Our failure to act with respect to an anticipated or actual breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Nothing in this section shall exclude or restrict your liability arising out of fraud or fraudulent misrepresentation.
You consent to receive notices and information from us in respect of the Website and Services by electronic communication. You may withdraw this consent at any time, but if you do so we may choose to suspend or close your Account.
It is important to read and understand all our policies as they provide the rules for trading on the Vity website. In addition there may be specific policies or rules that apply, and it is your responsibility to check our Help pages and policies to make sure you comply. Our policies, including all policies referenced in them, are part of this Agreement and provide additional terms and conditions related to specific services offered on our websites, including but not limited to:
Each of these policies may be changed from time to time. Changes take effect when we post them on the Vity website. When using particular services on our website, you are subject to any posted policies or rules applicable to services you use through the website, which may be posted from time to time. All such policies or rules are incorporated into this User Agreement.
Vity, Inc., is a California limited liability company, with its principal executive office in California.
This Agreement contains the entire understanding and agreement between you and Vity. The following Sections survive any termination of this Agreement: Fees And Services (with respect to fees owed for our services), Release, Content, No Warranty As To Content, Limitation of Liability, Indemnity, Bar to Action, No Class Actions, and Disputes With Us.
END OF AGREEMENT