Vinvinvin inc Terms of Use

1. Use of Service

These Terms of Use (or “Terms”) govern your use of vinvinvin, except where we expressly state that separate terms (and not these) apply, and provide information about the vinvinvin Service (the “Service”), outlined below. When you create an vinvinvin account or use vinvinvin, you agree to these terms.

The vinvinvin service is provided to you by vinvinvin Inc. These Terms of Use therefore constitute an agreement between you and vinvinvin Inc.

1. App License. Subject to your compliance with the Agreement, vinvinvin grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the App on a single mobile device or computer that you own or control and to run such copy of the App solely for your own personal or internal business purposes. Furthermore, with respect to any App accessed through or downloaded from the Apple App Store (an “App Store Sourced App”), you will only use the App Store Sourced App (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any App accessed through or downloaded from the Google Play store (a “Google Play Sourced App”), you may have additional license rights with respect to use of the App on a shared basis within your designated family group.
2. Updates. You understand that the vinvinvin Properties are evolving. As a result, vinvinvin may require you to accept updates to the vinvinvin Properties that you have installed on your computer or mobile device. You acknowledge and agree that vinvinvin may update the vinvinvin Properties with or without notifying you. You may need to update third-party software from time to time in order to use the vinvinvin Properties.
3. Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host, or otherwise commercially exploit the vinvinvin Properties or any portion of the vinvinvin Properties, including the Website; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other vinvinvin Properties (including images, text, page layout or form); (c) you shall not use any metatags or other “hidden text” using vinvinvin’s name, trademarks, or service marks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the vinvinvin Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not develop or use any manual or automated software, devices, or other processes (including but not limited to scripts, browser plugins, spiders, robots, scrapers, crawlers, data mining tools, or the like) to scrape, access, download, duplicate, replicate, reproduce, or otherwise copy data, content, or information from any pages contained in the vinvinvin Properties (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, or attempt to obtain the source code of the vinvinvin Properties; (f) you shall not use, or attempt to use, any device or process designed to circumvent any technological measure that controls access to the vinvinvin Properties, including, without limitation, software designed to “scrape” data; (g) except as expressly stated herein, no part of the vinvinvin Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the vinvinvin Properties. Any future release, update, or other addition to the vinvinvin Properties shall be subject to the Agreement. vinvinvin, its suppliers, and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any vinvinvin Property terminates the licenses granted by vinvinvin pursuant to the Agreement.

2. Registration

1. Registering Your Account. In order to access certain features of the vinvinvin Properties you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a user who has connected their third-party account to the Services, such as through Facebook or Google (each such account, a “Third-Party Account”).
2. Registration Data. You are not obliged to register to use vinvinvin services. However, access to some features is only available to registered users. When you register to use the services, you will provide your name, email address and date of birth through Facebook, Google or Apple login. You are solely responsible for maintaining the confidentiality and security of your login, and you will remain responsible for all activity emanating from your account, whether or not such activity was authorized by you. If you believe that your account has been accessed by unauthorized third parties, you must notify vinvinvin in writing at the earliest possible opportunity.
3. Violation. vinvinvin reserves the right to suspend or terminate your account without prior notice if activities occur on that account that, at vinvinvin's sole discretion, constitute a violation of these Terms or a violation of the rights of any third party, or of any applicable laws or regulations.

3. Deletion

1. Deleting an account is a permanent action and removes all personal information at vinvinvin. To delete your account, email info@vinvinvin.com

4. Content

1. Users may post, upload, or make available images, ratings, reviews, notes, and feedback ("User Content"). You are solely responsible for all of your user content. vinvinvin stores user content for device synchronization. Your user content must not be illegal or harmful to others in any way. You agree that vinvinvin may but has no obligation to or assume any duty to monitor the content for anything that is inappropriate or that might infringe any third party rights, or has otherwise been uploaded in breach of the terms or applicable law. vinvinvin reserves the right to remove user content, suspend or terminate your access to the services, and/or pursue all legal remedies if vinvinvin believes that any user content breaches or infringes another person's rights or violates any law, rule, or regulation. vinvinvin does not promise to remove or disable access to any specific user content and reserves the right to remove content at its sole discretion. User Content does not and will not create any liability on the part of vinvinvin. vinvinvin and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers, and shareholders hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from any content uploaded to the services, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to the completeness, accuracy, currency or reliability of any information provided by the services. By using the services, you irrevocably waive the right to assert any claim against vinvinvin.
2. Conflicts of Interest. The vinvinvin Properties may contain user ratings, rankings, and reviews of various wines. These ratings, rankings, and reviews are meant to provide users with an unbiased and objective consensus from the vinvinvin community. As such, users who represent or are affiliated with any winery or retailer may not post or provide any ratings or reviews that are intended or designed to artificially enhance, diminish, or otherwise alter the ranking(s), rating(s), and/or review(s) of any wines, wineries, or retailers that they are affiliated with, or artificially enhance, diminish, decrease, degrade, or otherwise alter the ranking(s), rating(s), and/or review(s) of any third party wines, wineries, or retailers.

5. License

1. By posting or uploading user content to vinvinvin you grant a worldwide, non-exclusive, royalty-free, sub-licensable, and transferable license to use, copy, edit, modify, reproduce, distribute, prepare derivative works of and display the content. You also confirm that you have the right to grant this license without infringement of any third party's rights: copyrights, privacy rights, publicity rights, contract rights, or any other intellectual property rights.

6. Advertising

1. vinvinvin's acceptance of an advertisement for publication does not constitute an endorsement of the product or service advertised. No advertiser or agency may use vinvinvin's name or logo without prior written permission. The word "advertisement" will be placed above all advertisements that, in vinvinvin's opinion, resemble editorial matter. vinvinvin expressly reserves the right to cancel for any reason at any time any insertion order or advertisement. The advertiser warrants that the advertisement complies with all national and international legal and regulatory requirements and codes of practice (whether voluntary or obligatory), in all jurisdictions in which the advertisement will appear. The advertiser also warrants that the advertisement: does not contain any libelous, inaccurate, misleading, or false material; does not unfairly prejudice the legitimate interests of any third party or infringe or violate any copyright, trademark or other personal, or proprietary right of any person or render vinvinvin liable to any proceedings whatsoever, and complies with all applicable state and federal laws of the USA and including regulations, and industry codes for alcohol. Advertising agency and advertiser each represents and warrants that the advertisement submitted by it for publication contains no copy, illustrations, photographs, text or other content that may result in any claim against vinvinvin. Advertising agency and advertiser each shall indemnify and hold harmless vinvinvin from and against any damages and related expenses (including attorneys' fees) arising from the content of advertisements, including, but not limited to, claims of invasion of privacy, unauthorized use of names or pictures of living persons, trademark infringement, copyright infringement, libel and misrepresentation. vinvinvin is not liable for any failure or delay in publishing on the websites any advertisement submitted to it.
2. vinvinvin does not guarantee positioning of advertisements on the websites and is not liable for failure to meet positioning requirements. The liability of vinvinvin for any act, error or omission for which it may be held legally responsible shall not exceed the cost of the advertising space affected by the error. In no event shall vinvinvin be liable for any indirect, consequential, special, or incidental damages, including, but not limited to lost income or profits. An advertising agency on behalf of an advertiser warrants that it is authorized by the advertiser to place the advertisement. Agency and advertiser are jointly and severally liable for the payment of all invoices arising from placement of advertising on vinvinvin. Payment for each insertion must be made prior to the insertion date. Where vinvinvin, at its discretion, agrees to allow credit to an advertising agency or advertiser payment in respect of advertisements payment is due within 30 working days of the date shown on the invoice. vinvinvin reserves the right to suspend the insertion of advertisements where payment is in arrears. vinvinvin reserves the right to change rates and conditions of advertising without notice.

7. Third Party Services

1. vinvinvin Services may provide you with access to third-party websites and applications (“External Services”) to make available content or features eg. critic scores. These may have their own terms and conditions of use and privacy policies. You understand and agree that vinvinvin does not endorse and is not responsible or liable for the behavior, features, or content of any external services or for any transaction you may enter into with the provider. You are solely responsible for reviewing any terms of use, privacy policy, or other terms governing your use of External Services, which you use at your own risk.

8. Force Majure

1. vinvinvin has no liability for any lack of performance, unavailability, or failure of the services where the cause is reasonably beyond the control of vinvinvin.

9. Disclaimer of Warranties

1. The Services, including, without limitation, the website, apps, and all content are provided on an "as is" and "as available" basis. To the fullest extent permitted by applicable law, vinvinvin makes no promises, guarantees, representations, or warranties of any kind whatsoever (express or implied) regarding the Services or any part thereof, any content, or any linked other external services. You use the vinvinvin Services at your own risk. Neither vinvinvin nor any owner of content warrants that the Services are free of malware or other harmful components. vinvinvin makes no representation nor does it warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party on or through the vinvinvin Service or any hyperlinked website, or featured in any banner advertising. You understand and agree that vinvinvin is not responsible or liable for any transaction between you and third-party providers. vinvinvin makes no representation nor does it warrant that a product listed is in stock, or that the price of a product is the same as that shown on vinvinvin. You acknowledge and agree that the Services provided by vinvinvin extend only to permitting you to find product(s) using the Services.

10. Limitation of Liability

1. You agree that, to the full extent permitted by law, your sole and exclusive remedy for any problems or dissatisfaction with vinvinvin Services is to uninstall any vinvinvin software and to stop using the Services. vinvinvin and its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers, and shareholders, shall have no liability for any loss or damage arising from: your inability to access or use the Services or any part thereof, or to access any content or any external services; any changes that vinvinvin may make to the Services or any part thereof, or any suspension or blocking of access to the Services or any content in or from any or all countries, states, territories; any inaccuracy or defect in any content in the services; any loss of business, or profits, whether direct or indirect in all cases arising out of the use or inability to use vinvinvin Services.
2. User Content. EXCEPT FOR vinvinvin’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN THE vinvinvin’S PRIVACY POLICY, vinvinvin ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS, OR PERSONALIZATION SETTINGS.

11. Term and Termination

1. This Agreement will continue to apply until terminated by either you or vinvinvin. However, you acknowledge and agree that the perpetual license granted by you in relation to User Content, including My Ratings and Feedback, is irrevocable and will therefore continue after the expiry or termination of any of the Agreement. You may terminate this Agreement at any time by sending notice in writing to vinvinvin, through info@vinvinvin.com and thereafter ceasing to use the Services. vinvinvin may, at its discretion, terminate or suspend access to Services at any time without notice. If you have a subscription and terminate this Agreement before the end of such subscription, vinvinvin will be unable to offer any refund for any unexpired period of your Subscription.

12. International Users

1. The vinvinvin Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that vinvinvin intends to announce such Services or Content in your country. The vinvinvin Properties are controlled and offered by vinvinvin from its facilities in the United States of America. vinvinvin makes no representations that the vinvinvin Properties are appropriate or available for use in other locations. Those who access or use the vinvinvin Properties from other countries do so at their own volition and are responsible for compliance with local law.

13. Dispute Resolution

1. As vinvinvin is not a party to any sale or transaction between a merchant and a user, you agree not to involve, or attempt to involve, vinvinvin in any dispute or in the resolution of disputes that arise between merchant and user as a result of the Services provided. If a user purchases from you via a listing on vinvinvin, the transaction remains entirely between you and the user, and vinvinvin bears no responsibility for, and in no way participates in, such transaction and is not responsible or liable for any damages that you may incur as a result thereof. vinvinvin cannot take responsibility for failed or dissatisfactory transactions. If a dispute arises between one or more participants, you agree to release vinvinvin (and their respective employees and agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.  In no event shall vinvinvin be liable for any indirect, incidental, consequential, special, or punitive damages of any kind or nature whatsoever, including lost profits or revenues, or harm to the business.
2. Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires all users to arbitrate disputes with vinvinvin and limits the manner in which you can seek relief from us.

1. Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the vinvinvin Properties, to any products sold or distributed through the vinvinvin Properties, or to any aspect of your relationship with vinvinvin, will be resolved by binding arbitration, rather than in court, except that: (a) you may assert claims or seek relief in small claims court if your claims qualify and (b) you or vinvinvin may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
2.  Arbitration Rules and Forum. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent: Firstbase Agent LLC, 1007 N Orange St. 4th Floor Suite #1382 Wilmington, DE 19801. The arbitration will be conducted by an established alternative dispute resolution provider.
3. For users in North or South America, the Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration shall take place in San Francisco, California and will be conducted by JAMS^[a]. Disputes involving claims, counterclaims, or request for relief under two hundred fifty thousand US dollars ($250,000), not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.
4. For users in Asia or the Pacific Region (excluding Australia and New Zealand) the arbitration shall take place in Singapore^[b].
5. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
6. Authority of Arbitrator. The arbitrator shall have exclusive authority to: (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and vinvinvin. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
7. Waiver of Jury Trial. YOU AND vinvinvin HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. ^[c]You and vinvinvin are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 16.1 (Applicability of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
8. Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the cognizant court having jurisdiction. All other disputes, claims, or requests for relief shall be arbitrated.
9. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: legal@vinvinvin.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your vinvinvin username (if any), the email address you used to set up your vinvinvin account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
10. Severability. Except as provided in Section 13.b.viii (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
11. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with vinvinvin.
12. Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if vinvinvin makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing vinvinvin at the following address: info@vinvinvin.com.
    
    

14. Governing law and jurisdiction

1. vinvinvin is a US company and these Terms shall be governed and construed in accordance with the laws of the US. The parties irrevocably agree that the courts of the US shall have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with these Terms or the legal relationship established by them, and for those purposes irrevocably submit all disputes to the jurisdiction of US courts.

If you have any questions please contact info@vinvinvin.com