These Terms of Service (“Terms”) are a legally binding contract between you and Vintiga Labs, Inc. (“Vintiga Labs,” “us,” or “we”) regarding your use of the Vintiga platform as well as our website and other services (collectively, the “Services”). PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY CLICKING “I ACCEPT,” OR ACCESSING OR USING THE SERVICES, SUBSCRIBER AGREES THAT SUBSCRIBER HAS READ AND UNDERSTOOD, AND, AS A CONDITION TO USE OF THE SERVICES, AGREES TO BE BOUND BY, THESE TERMS.
By agreeing to these Terms, Subscriber represents and warrants to Vintiga Labs that: (a) Subscriber is at least 18 years old; (b) Subscriber has not previously been suspended or removed from the Services; and (c) Subscriber’s registration and use of the Services is in compliance with any and all applicable laws and regulations. If Subscriber is an entity, organization, or company, the individual accepting these Terms on Subscriber’s behalf represents and warrants that they have authority to bind Subscriber to these Terms and Subscriber agrees to be bound by these Terms. If Subscriber is not eligible, or does not agree to the Terms, then Subscriber does not have Vintiga Labs’s permission to use the Services. SUBSCRIBER’S USE OF THE SERVICES, AND VINTIGA LABS’S PROVISION OF THE SERVICES TO SUBSCRIBER, CONSTITUTES AN AGREEMENT BY VINTIGA LABS AND BY SUBSCRIBER TO BE BOUND BY THESE TERMS.
Not all information about a person is their “Personal Data.” Privacy laws sometimes exclude certain information from legal protection, for example: (i) publicly available information, such as information in government records or information that is lawfully made available to the general public, (ii) aggregated information, meaning data about a group or category of services or users from which individual identities and other Personal Data has been removed, or (iii) deidentified information that cannot be easily linked back to the individual.
When you subscribe to use Vintiga or other subscription-based Services (a “Subscriber”), you will be required to provide Vintiga Labs with Subscriber’s business name, email, and password, which Vintiga Labs will use to create Subscriber’s account and facilitate Subscriber’s use of the Services. Subscriber agrees to provide the required information and to keep such information accurate and up to date. Subscriber is solely responsible for maintaining the confidentiality of Subscriber’s account and password, and Subscriber accepts responsibility for all activities that occur under Subscriber’s account.
3.1. Vintiga. Vintiga is a unified ecommerce platform purpose-built for wineries, breweries, and distilleries that provides Subscribers with seamless access to point-of-sale, payments, content management, marketing campaign management, and options to store and manage data related to Subscriber’s existing and potential new customers and guests (each a “Guest”). For so long as Subscriber is current with payment of all Fees (defined in Section 4) due hereunder, Vintiga Labs will use reasonable efforts to provide Subscriber with technical support services relating to Vintiga by email.
In exchange for payment of the Fees due in connection with these Terms, Vintiga Labs grants to Subscriber a limited, worldwide, non-exclusive, non-transferable (except as permitted in Section 12.2) right during the Subscription Term to use Vintiga solely in connection with Subscriber’s internal business operations and only in accordance with the access and use parameters of Subscriber’s subscription plan level (“Plan Level”). Vintiga Labs reserves the right to add, change, or delete Plan Levels in its reasonable discretion upon sixty (60) days’ prior written notice so long as (a) any changes do not materially reduce the overall level of beneficial use contracted for by Subscriber hereunder; and (b) any such change applies to Vintiga Labs’ subscribers generally. If Vintiga Labs deletes Subscriber’s Plan Level and Subscriber does not wish to transfer its subscription to another Plan Level that is available, Vintiga Labs shall refund any prepaid subscription fees corresponding to the unused portion of its Subscription Term. Subscriber acknowledges that: (i) not all of the features or functionality of the Services may be available at Subscriber’s Plan Level; (ii) Vintiga Labs may develop or make available additional features or functionality of the Services at a later date; and (iii) access to such features or functionality may require payment of additional Fees.
Subscriber will use reasonable efforts to prevent any unauthorized use of Vintiga and immediately notify Vintiga Labs at info@vintigalabs.com of any unauthorized use that comes to Subscriber’s attention. If there is unauthorized use by anyone who obtained access to Vintiga directly or indirectly through Subscriber, Subscriber will take all steps reasonably necessary to terminate the unauthorized use. Subscriber will cooperate and assist with any actions taken by Vintiga Labs to prevent or terminate unauthorized use of Vintiga.
3.2. Mobile Application. Vintiga is available to Subscriber as a mobile application on the Apple AppStore for iPhone or iPad (the “App”). The App is only available to Vintiga Subscribers. By downloading the App, registering, or creating a profile on the App, or submitting information via the App, Subscriber acknowledges our Privacy Policy and consents to the collection and use of information as described therein. Subscriber must have a compatible mobile telephone or handheld device, internet access (if required by the App), and the necessary minimum specifications (“Software Requirements”) to use the App. The Software Requirements for Apple iOS devices can be found on the Apple AppStore. App software may be upgraded from time to time to add support for new functions or services. The App may request certain privacy permissions from time to time including, but not limited to, access to calendar, contact list, device camera, or choosing images from Subscriber’s device or access to the device microphone and associated features. Vintiga Labs reserves the right to amend or withdraw the App at any time and for any reason. Subscriber acknowledges that the terms of agreement with Subscriber’s mobile network provider will continue to apply when using the App. Data and messaging charges may apply to Subscriber’s use of the App or any text messaging or photo sharing features Subscriber uses via the App. Subscriber accepts responsibility for any such charges that arise. The App may be configured to allow Subscriber to make calls using a voice connection from Subscriber’s mobile service provider. Please note that this may result in additional voice minute usage fees from the mobile service provider. If Subscriber is not the bill payer for the mobile telephone or handheld device being used to access the App, Subscriber will be assumed to have received permission from the bill payer to use the App.
3.3. Website and Other Unpaid Services. Unless otherwise expressly indicated, the Services and all information contained therein, including but not limited to all images, illustrations, designs, photographs, video clips, text, icons, designs, written information, Reports (defined below), and other materials that appear on the Site are copyrights, trademarks, trade dress, or other intellectual property (collectively, the “Contents”) owned, controlled, or licensed by Vintiga Labs and its affiliates, or are the property of their respective owners and are protected by U.S. and international copyright laws and conventions. Vintiga Labs owns all right, title, and interest, including all intellectual property rights, in and to the Services (including without limitation Vintiga, the Mobile App, and the website) and their Contents and any other Vintiga Labs product or services, and any improvements thereto. Vintiga Labs reserves to itself all rights to the Services not expressly granted to Subscriber in accordance with these Terms.
The names and logos for Vintiga, Vintiga Labs, and any other entity over which Vintiga Labs has control, are registered marks of Vintiga Labs. Vintiga Labs and the other licensors of the marks on the Services reserve all rights with respect to all Contents. The absence of a name or logo on the Services does not constitute a waiver of any intellectual property rights established in any of our Contents. The collection and compilation of the Contents are separately protected and copyrighted works owned exclusively by Vintiga Labs.
No trademark or service mark license is granted in connection with any of the Contents. You may not use our Contents for any purpose not expressly stated in these Terms, including in any way that might disparage us. Rights or a license to use any of our marks may only be granted in a formal written license agreement signed by one of our duly authorized officers. No other person or agent is authorized to grant any rights to or to authorize the use of any of our marks. Any such attempted grant or related promise or guidance is invalid.
You have a limited, revocable, nontransferable, nonexclusive license to access, view information contained on, and interact with the portions of the Services made available for free solely for your own personal use. You may only display, download, and print in hardcopy format the Contents for the purposes of using the free Services as an internal or personal resource.
Additionally, you may not commercialize any portion of the Services or use the Services for any unlawful or wrongful purpose. You agree not to rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market or transfer any portion of the Services (including the Content), or use it in any manner not expressly authorized by these Terms. You further agree not to copy, reverse engineer, translate, port, modify, or make derivative works of any portion of the Services. Tampering with the Services, conducting fraudulent activities on the Services, and all other illegal activities are prohibited and may subject a user to legal action.
By using the Services and their features, you represent and warrant that (a) any information you submit to us is truthful and accurate; (b) you will maintain the accuracy of that information; and (c) your use of our Site and its features does not violate any applicable law, rule, or regulation. Any information that you provide to us will also be subject to our Privacy Policy. The permissions described in these Terms will terminate automatically if you breach any of these Terms. Any other use of the Services, including reproduction for purposes other than as noted above and including any reproduction, modification, distribution, or republication, may violate copyright or trademark laws and is strictly prohibited without the prior written permission of the Company.
3.4. AI Features. Subscriber agrees that Vintiga Labs may use technologies or software features powered by artificial intelligence, machine learning, or similar technologies provided by Vintiga Labs and/or a third-party provider to provide or improve the Services (“AI Features”). Vintiga Labs and its licensors exclusively own all right, title, and interest in and to the AI Features, including all associated intellectual property and proprietary rights. Subscriber may submit content to be processed by AI Features (“Inputs”) and receive content generated and provided back to Subscriber by AI Features based on the Input (“Output,” and collectively with Input, “AI Content”). AI Content is Subscriber Materials. Vintiga Labs does not permit our third-party providers of AI Features to use the AI Content to train their Al models. Subscriber understands and agrees that, due to the experimental nature of artificial intelligence technology, AI Features may not meet Subscriber’s desired use or may produce outcomes that are not unique or contain errors.
To the extent that AI Features permit Subscriber to submit content (“Inputs”) to receive content generated and provided back to Subscriber by AI Features based on the Input (“Output,” and collectively with Input, “AI Content”), Subscriber is prohibited from including Personal Data (e.g., Guest name, email, transaction history) in Subscriber’s Inputs. Additionally, Subscriber may not use AI Features: (i) to develop machine learning models or similar technology; (ii) to mislead any person that Output from the Services was solely human generated; (iii) in a manner that violates applicable law or any technical documentation, usage guidelines, or other terms and conditions. Vintiga Labs makes no representations as to AI Content, including without limitation the legality, distinctiveness, accuracy, completeness, or consistency thereof, or its ability to be protected under intellectual property laws. Subscriber is solely responsible for its AI Content, including the accuracy, quality, appropriateness, and legality thereof, and Subscriber will ensure that its AI Content and use of AI Features does not violate these Terms or any applicable law or infringe, violate, or misappropriate the rights of Vintiga Labs or any third party.
3.5. Third-Party Services. Some of the Services may be available through or integrated with third party software, applications, or platforms (“Third-Party Services”). Third-Party Services are provided to you for convenience only and Vintiga Labs is not responsible for the content of any Third-Party Services, nor do we make any representations about the content or accuracy of material on any Third-Party Services. Inclusion of any links on our website does not imply our approval or endorsement of a Third-Party Service. Please be aware that when you click on links that take you to a Third-Party Service, you do so at your own risk, and you will be subject to their privacy policies and practices and not ours. Any concerns regarding other online services should be directed to that service’s owner or operator.
If you incorporate a Third-Party Service of your choosing into your use of our Services, you are solely responsible for your use of such Third-Party Service. You understand and agree that: (i) the Third-Party Service may have its own terms and conditions of use and privacy policies, and you agree to use the Third-Party Service in accordance with all applicable terms and conditions and privacy policies; (ii) Vintiga Labs does not endorse and is not responsible or liable for the behavior, features, or content of any Third-Party Service or for any transaction you may enter into with the provider of any such Third-Party Service; and (iii) Vintiga Labs does not warrant the compatibility or continuing compatibility of the Third-Party Service with our Services.
Access to the website and certain other Services are available to you for free, while our subscription-based Services are only available in exchange for the fees described in this Section 4 (“Fees”). Vintiga Labs reserves the right to modify the Fees charged for the Services upon notice to Subscriber prior to the due date of such Fees.
4.1. Subscription Fees. When you sign up to use Vintiga or other subscription-based Services (a “Subscription”), Subscriber will pay Vintiga Labs automatically recurring payments for periodic charges applicable to Subscriber’s Plan Level (“Subscription Fee”) due in advance on or before the first day of each monthly billing period. By subscribing to a subscription-based Service, Subscriber authorizes Vintiga Labs to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or Subscriber’s account on or before the payment due date, the Subscription Fee and all applicable fees and taxes for the next billing period. The “Subscription Billing Date” is the date when Subscriber first purchases a subscription. The subscription term automatically renews on each Subscription Billing Date. The Subscription will continue unless and until Subscriber cancels the subscription or Vintiga Labs terminates it under Section 5. Subscriber must cancel the subscription before it renews to avoid billing of the next periodic Subscription Fees to Subscriber’s account. Vintiga Labs will bill the periodic Subscription Fees to the payment method Subscriber provides when Subscriber orders the Subscription Service or as updated by Subscriber.
4.2. Taxes. Other than net income taxes imposed on Vintiga Labs, Subscriber will bear all taxes, duties, and other governmental charges (collectively, “taxes”) resulting from these Terms. Subscriber will pay any additional taxes as are necessary to ensure that the net amounts received by Vintiga Labs after all such taxes are paid are equal to the amounts that Vintiga Labs would have been entitled to in accordance with these Terms as if the taxes did not exist.
4.3. Late Fees. Subscriber agrees to pay a charge for any Fees that are more than thirty (30) days past due at the rate of the lesser of (i) one and one-half percent (1.5%) per month or (ii) the greatest rate allowed by law.
4.4. Authorization. Subscriber authorizes Vintiga Labs to charge all Fees and applicable taxes to the payment method specified when Subscriber places an order or as otherwise provided to Vintiga Labs. If Subscriber pays any Fees with a credit card, Vintiga Labs may seek pre-authorization of Subscriber’s credit card account prior to Subscriber’s purchase to verify that the credit card is valid and has the necessary funds or credit available to cover Subscriber’s purchase. All Fees are in U.S. Dollars. ALL FEES PAID ARE NONREFUNDABLE.
Vintiga Labs uses third-party payment gateways (“Third-Party Payment Gateways”) to process Fees and transactions. By using the Services, you hereby agree to the terms of use and privacy policy of the then-current Third-Party Payment Gateway. Vintiga Labs is not liable for any issues arising from or related to Subscriber’s breach of a Third-Party Payment Gateway’s policies. Vintiga Labs may, from time to time, change Third Party Payment Gateways, and shall provide you with written notice of such change. All information collected through the Third-Party Payment Gateway, such as credit card information, names, and addresses, will not be used by Vintiga Labs. Vintiga Labs is not liable for any data or security breach, or compromised personal information that is caused, directly or indirectly, by the Third-Party Payment Gateway.
This section only applies to Subscribers who have signed up for a Subscription. The duration of your Subscription is 30 days. The Subscription starts the day you subscribe to a Subscription Service and automatically renews every 30 days unless cancelled or changed as provided in these Terms. You acknowledge that your and Vintiga Labs’ obligations under the Subscription begin anew with each renewal, and that Vintiga Labs owes you no obligations beyond each successive 30-day contract period.
You may cancel your Subscription at any time by contacting Vintiga Labs at info@vintigalabs.com or through your Subscriber account on the Services before your next invoice date. Vintiga Labs may, in our sole discretion, cancel your Subscription at any time by giving you notice via our Services, these Terms, or otherwise in writing. Except as otherwise provided herein, any cancellation of your Subscription is effective at the end of the then-current monthly billing period. Cancellation of your Subscription terminates your and Vintiga Labs’ obligations described hereunder in Fees, Subscriptions, and Mobile Application, as well as any other agreements executed between Vintiga Labs and Subscriber; however, the remainder of these Terms shall remain in full force and effect until terminated as provided under Section 13.4. Note that your Subscription will remain in effect as long as you use Services governed by your Subscription, even if your paid Services are cancelled.
Notwithstanding anything to the contrary herein, Vintiga Labs reserves the right to immediately terminate your Subscription or refuse to provide our Services if: (i) we suspect that Subscriber’s use of the Services or use of the Services by an end user accessing the Services via your Subscription (each an “Authorized User”) or Guest constitutes or otherwise relates to fraudulent or otherwise illegal activity; (ii) Vintiga Labs determines, in our sole discretion, that our Services are not appropriate for your business or purposes; (iii) you fail to pay any Fees on time; or (iv) you breach any of these Terms.
Subscriber shall: (i) ensure that it and its Authorized Users use the Services only in accordance with these Terms, the agreements and policies referenced herein, and applicable law; (ii) be fully responsible for all access to the Services and all activities and liabilities incurred through the use of the Services by its Authorized Users; (iii) comply with the terms and conditions of any third party software with which Subscriber or its Authorized Users use the Services; and (iv) ensure that its Authorized Users are adequately trained to use the Services in compliance with these Terms. Subscriber is fully responsible for the security and confidentiality of Authorized User login credentials. Subscriber shall promptly notify Vintiga Labs of any unauthorized use of the Services or any other known to or suspected breach of security. Subscriber shall prohibit Authorized Users from uploading material to the Services in violation of the intellectual property rights of any party or entity and shall maintain and enforce a policy that complies with the Digital Millennium Copyright Act. Any use of the Services in violation of the foregoing by Subscriber or its Authorized Users that, in Vintiga Labs’ sole judgment, threatens the security, integrity, or availability of the Services may result in immediate suspension of access to the Services. Use of the Services by Subscriber or its Authorized User other than as provided in these Terms will be considered a breach of the Agreement by Subscriber.
Subscriber retains all right, title, and interest, including all intellectual property rights, in and to any data or information (including without limitation any Personal Data or Guest Data, each as defined in the Privacy Policy) that Subscriber or its Authorized User or Guest inputs to the Services or otherwise makes available to Vintiga Labs (“Subscriber Data”). Subscriber hereby grants Vintiga Labs a non-exclusive, worldwide, royalty-free, fully paid, sublicensable, fully transferable, irrevocable license to use, process, transmit, and store the Subscriber Data: (a) during the Subscription Term, for the purpose of exercising Vintiga Labs’s rights and performing its obligations under these Terms; or (b) in perpetuity, (i) to train, develop, enhance, or provide AI Features (defined below), and (ii) in a form that does not identify Subscriber as the source thereof for any Vintiga Labs business purposes, including to develop and improve Vintiga Labs’s products and services. Additionally, Vintiga Labs may also use Subscriber’s and its Authorized Users’ usage history, statistics, and telemetry (“Enhancement Data”) for Vintiga Labs’s internal analytical purposes related to its provision of Services, including to improve and enhance the Services and the Vintiga Labs technology platform. For the sake of clarity, (i) Subscriber is solely responsible for maintaining and backing up Subscriber Data and (ii) Subscriber Data in an aggregated or anonymized format is not confidential information of Subscriber.
Subscriber represents and warrants that: (a) Subscriber has all rights necessary to grant Vintiga Labs the license to the Subscriber Data in this section and to enable Vintiga Labs to exercise its rights under these Terms; (b) Subscriber’s collection and use of any Subscriber Data in connection with the Services complies with all applicable privacy and data protection laws, rules, and regulations (collectively, “Privacy Laws”); and (c) the Subscriber Data, and the use of the Subscriber Data as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) cause Vintiga Labs to violate any Privacy Laws or any other law or regulation. Vintiga Labs will implement commercially reasonable organizational and technical measures that are designed to prevent unauthorized or unlawful access, use or disclosure of Subscriber Data.
You acknowledge that you have read and understand our Privacy Policy. You may review our Privacy Policy at any time by visiting our website and clicking on the Privacy Policy link. You represent and warrant that any information you submit to us is truthful and accurate. Note that as a Subscriber, you are solely responsible for ensuring that you and your Authorized Users only use the Services in compliance with applicable Privacy Laws.
YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. VINTIGA LABS MAKES NO EXPRESS, IMPLIED, OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SERVICES OR RELATING TO THE AVAILABILITY, QUALITY, RELIABILITY, SUITABILITY, TIMELINESS, TRUTH, ACCURACY, OR COMPLETENESS OF THE APP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE,” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. VINTIGA LABS DOES NOT WARRANT THAT THE SERVICES WILL MEET ALL OF YOUR REQUIREMENTS OR THAT ITS OPERATIONS WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECT WITHIN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, REPRESENTATION, OR ADVICE GIVEN BY VINTIGA LABS SHALL CREATE A WARRANTY WITHOUT A WRITING SIGNED BY VINTIGA LABS EXPRESSLY CREATING SUCH WARRANTY. THIS SECTION 17 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VINTIGA LABS BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR FOR ANY LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, HOWEVER ARISING, EVEN IF VINTIGA LABS KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL VINTIGA LABS BE LIABLE TO YOU FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE AGGREGATE OF THE FEES PAID BY YOU TO VINTIGA LABS IN SUBSCRIPTION FEES DURING THE THREE (3) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY OR, IF NO FEES WERE PAID DURING SUCH THREE MONTH PERIOD, ONE HUNDRED U.S. DOLLARS ($100), IN EACH CASE, WHETHER OR NOT VINTIGA LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU AGREE TO INDEMNIFY AND HOLD VINTIGA LABS, OUR SUBSIDIARIES, AND OUR AFFILIATES, AND THEIR RESPECTIVE MEMBERS, DIRECTORS, SHAREHOLDERS, OFFICERS, AGENTS, PARTNERS, AND EMPLOYEES, HARMLESS FROM ANY LOSS, LIABILITY, COST, EXPENSE, CLAIM, DAMAGES, OR DEMAND, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES, DUE OR RELATING TO OR ARISING OUT OF (A) YOUR USE OF THE SERVICES IN VIOLATION OF THESE TERMS; (B) YOUR BREACH OF THESE TERMS; OR (C) ANY BREACH OF YOUR REPRESENTATIONS AND WARRANTIES SET FORTH IN THESE TERMS. VINTIGA LABS will provide you with prompt written notice of any claim subject to indemnification, but failure to provide such notice will not relieve you of your indemnification obligations except to the extent you are materially prejudiced by such failure. You will have sole control over the defense and settlement of any such claim, except that you may not settle any claim in a manner that admits liability on behalf of Vintiga Labs or imposes any obligation on Vintiga Labs without our prior written consent.
The parties agree that any dispute, controversy, or claim between, arising out of, or relating to: (a) these Terms or the breach thereof; (b) Vintiga Lab’s provision of the Services to you; (c) your access to or use of the Services; or (d) any alleged violation of any federal, state, or local law, statute, or ordinance (each such dispute, controversy, or claim, a “Dispute”) will be governed by the dispute resolution procedure outlined in this Section 18.
12.1. Informal Dispute Resolution. The parties agree to try to resolve any Dispute informally prior to pursuing a claim against the other party. A disputing party will contact the other party as instructed under Section 10.4 hereto as part of a good faith effort to resolve the Dispute informally. If a Dispute is not resolved within thirty (30) days after submission, a party may bring a formal proceeding.
12.2. Arbitration Agreement. Any Dispute not resolved under Section 18.1 shall be resolved exclusively by a binding arbitration administered by JAMS and held in King County, Washington, USA. Disputes shall be heard by a single arbitrator and arbitration shall be held in King County, Washington, but the parties may choose for themselves whether to appear in person, by phone, or through the submission of documents. The arbitration shall be governed by the Federal Arbitration Act and by the internal laws of the State of Washington, without regard to conflicts of laws principles. The prevailing party shall be entitled to an award of reasonable attorneys’ fees. In arbitration, the parties give up their right to have their Dispute decided by a judge or jury, and their Dispute is instead decided by an arbitrator. Discovery rights and appellate rights in arbitration are more limited than in court. The arbitrator shall issue a reasoned award in writing, including all findings of fact and law upon which the award was made. Disputes must be brought within one (1) year of the date the Dispute or cause of action arose, or else that claim or cause of action will be barred forever.
12.3. Class Action Waiver. YOU HEREBY WAIVE ANY RIGHT TO COMMENCE OR PARTICIPATE IN ANY CLASS ACTION LAWSUIT AGAINST VINTIGA LABS RELATED TO ANY CLAIM, DISPUTE, OR CONTROVERSY, AND, WHERE APPLICABLE, YOU HEREBY AGREE TO OPT OUT OF ANY CLASS PROCEEDING AGAINST VINTIGA LABS OTHERWISE COMMENCED ON OR AFTER THE EFFECTIVE DATE OF THESE TERMS.
13.1. Relationship. The parties’ relationship, as established by these Terms, is solely that of independent contractors. These Terms do not create any partnership, joint venture, or similar business relationship between the parties. Neither party is a legal representative of the other party, and neither party can direct and control the day-to-day activities of the other, or assume or create any obligation, representation, warranty, or guarantee, express or implied, on behalf of the other party for any purpose whatsoever. Vintiga Labs may, at its sole determination, utilize a subcontractor or other third party to perform its duties under these Terms.
13.2. Entire Agreement. These Terms, together with any Order Form or other agreements executed by the parties that incorporate these Terms, are the complete expression of the agreement between these parties regarding Subscriber’s use of the Services. These Terms supersede, and these Terms govern, all previous oral and written communications regarding these matters, all of which are merged into these Terms, except that these Terms do not affect the validity of any agreements between the parties relating to professional services relating to the Services that Vintiga Labs may provide.
13.3. Terms Modifications. Vintiga Labs reserves the right to modify these Terms on a going-forward basis at any time by posting the updated Terms on the website. If a change to these Terms materially modifies Subscriber’s rights or obligations, Vintiga Labs may require that Subscriber accepts the modified Terms to continue to use the Services. Immaterial modifications are effective upon publication. Please check these Terms periodically for changes. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
13.4. Termination. These Terms are effective on the first date you click to “Accept”, Subscribe to Subscription Services, or access the Services in any manner. Except for any termination of your Subscription under Section 5, these Terms shall remain in full force and effect as long as you use the website or any other Services. To terminate these Terms, please contact Vintiga Labs in writing and discontinue all use of our Services. Any cancellation of our Services or termination of these Terms is effective when you discontinue all use of our Services. On termination, you lose the right to access or use any of the Services. The terms and conditions herein that by their nature are intended to survive its expiration or termination will survive the expiration or termination of these Terms.
13.5. Assignability. You may not assign, delegate, or transfer these Terms, by operation of law or otherwise, without our prior written consent, but Vintiga Labs may freely assign or transfer these Terms without restriction. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Notwithstanding the foregoing, either party may, without consent, assign these Terms to any successor to all, or substantially all, its business that concerns these Terms (whether by sale of assets or equity, merger, consolidation or otherwise). Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
13.6. Consent to Electronic Communications. By using the Services, you consent to receiving electronic communications from Vintiga Labs and you agree that any notices, agreements, disclosures, or other communications that Vintiga Labs sends to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
13.7. Feedback. If you provide any feedback to Vintiga Labs concerning the functionality or performance of the Services (including identifying potential errors and improvements), you hereby grant Vintiga Labs an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit such feedback in any manner and for any purpose, including to improve the Services and to create other products and services, without payment or restriction.
13.8. Force Majeure. Neither party will be liable for, or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond its reasonable control, so long as that party uses all commercially reasonable efforts to avoid or remove the causes of non-performance.
13.9. Governing Law. These Terms will be governed by and construed in accordance with the laws of the state of Washington without regard to the conflicts of laws or rules thereof, and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. All disputes relating to these Terms shall be arbitrated or litigated in King County, Washington, to the exclusion of all courts which might have jurisdiction apart from this provision.
13.10. Geographic Restrictions. Vintiga Labs is owned and operated in the United States. Access to our Services by certain persons or in certain jurisdictions may not be legal. If you access our Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
13.11. Arbitration. Any controversy or claim arising out of or relating to these Terms, or any breach of these Terms, will be determined by binding arbitration administered by, and in accordance with the rules of, the American Arbitration Association. Any arbitration will be conducted by one arbitrator in King County, Washington and will be conducted (and the award rendered) in English. The award rendered by the arbitrators will be final and binding on the parties, and the arbitral judgment may be entered in any court of competent jurisdiction. Nothing in this Section 18.8 prevents either party from applying to a court of competent jurisdiction for equitable or injunctive relief.
13.12. Enforcement. Vintiga Labs reserves the right (but is not required) to remove or disable your access to our Services, disable login credentials, or remove any Subscriber Data or other content from the Services at any time and without notice, and at our sole discretion, if we determine that your use of our Services is in any way objectionable or in violation of these Terms. Certain violations of these Terms, as determined by Vintiga Labs, may result in immediate termination of your access to our Services without prior notice to you. Vintiga Labs has the right to investigate violations of these Terms and any conduct that affects our Services, and in response may take any action we may deem appropriate.
13.13. Waiver. The waiver by either party of any breach of any provision of these Terms does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with these Terms will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms.
13.14. Severability. If any part of these Terms is found to be illegal, unenforceable, or invalid, the remaining portions of these Terms will remain in full force and effect. If any material limitation or restriction on the use of the Services under these Terms is found to be illegal, unenforceable, or invalid, Subscriber’s right to use the Services will immediately terminate.
13.15. Communications; Notices. You agree that we may send you service announcements, administrative messages, notifications, offers, promotions, affiliate information, and other important information. You may opt out of some of those communications by clicking the “unsubscribe” button on the bottom of all emails sent from Vintiga Labs to you. However, you may not opt-out or unsubscribe from email from Vintiga Labs that involves material information regarding your use of the Services. Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given via email to your email address on your account or by posting to our Services. Notices from you to Vintiga Labs will be given via email to info@vintigalabs.com or to the mailing address posted on the website. For notices made by email, the date of receipt on the message will be deemed the date on which such notice is transmitted.
