Last Updated: July 29, 2020
1. Your Acceptance
2. User Accounts and Sign-up
Portions of the Platform may require You to create a login or sign-up for an account. You must fully complete the registration process by providing us with Your current, complete, truthful, and accurate information as prompted by the applicable registration form. Where a User creates an account, we may ask You to provide identification so that we may verify Your identity. Where required, Vayn may also assign You a Username and password. You are entirely responsible for maintaining the confidentiality of Your password and account and for any and all activities that occur under Your account. You agree to notify Vayn immediately of any unauthorized use of Your account or any other breach of security. Vayn will not be liable for any losses You incur as a result of someone else using Your password or account, either with or without Your knowledge. However, You could be held liable for losses incurred by Vayn or another party due to someone else using Your account or password. You may not use anyone else's account at any time, without the permission of the accountholder. Companies may register via thePlatform but may only have one User account. If You are registering on behalf of Your company, You represent and warrant that You are authorized by Your company to create an account on Your company’s behalf and You represent and warrant that You are authorized by Your company to incur financial obligations and enter into legally binding agreements on behalf of Your company. Vayn has the sole discretion in granting or denying any accounts.
The Platform allows Users 13years of age or older to sign up for the Platform. However, Users under the age of 18 must have their parent or legal guardian agree to this Agreement. Additionally, for any Users under the age of18, such User’s parent or guardian must schedule and provide payment for all SPServices (defined below) offered by any Service Provider using the Platform.
4. The Platform
The Vayn Platform constitutes a communications and scheduling software for Users seeking services offered by a service provider (“ServiceProvider”) via the Platform. The specific services provided by a Service Provider shall be referred to as “SP Services.” User agrees that all Service Providers are independent third party contractors and Vayn does not offer or provide any SP Services. All SP Services are solely offered by Service Providers, which may be scheduled through the Platform. Vayn does not employ and may not screen any such Service Providers. USER ACKNOWLEDGES THAT VAYN IS MERELY A PLATFORM AND DOES NOT PERFORM ANY SP SERVICES AND DOES NOT RECOMMEND OR ENDORSE ANY SERVICE PROVIDER AND DOES NOT PROVIDE ANY SP SERVICES, ALL SERVICES ARE PROVIDED BY INDEPENDENT THIRD PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY VAYN OR VAYN’S AFFILIATES. VAYN HAS NO RESPONSIBILITY OR LIABILITY FOR ANY SP SERVICES PROVIDED TO THE USER BY SERVICE PROVIDERS, INCLUDING, BUTNOT LIMITED TO, A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES,WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH ANY LAW,REGULATION, OR CODE. VAYN IS NOT AFFILIATED WITH, ENDORSED OR SPONSORED BY ANY THIRD PARTY SERVICE PROVIDER. BY USING THE VAYN PLATFORM, THE USER AGREES TOHOLD VAYN FREE FROM THE RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF THE SP SERVICES. VAYN IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER INCLUDING SERVICE PROVIDERS, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY SERVICES.
6. Access to the Platform
After properly registering for the Platform You shall be granted access to the Platform. You agree to abide by the following restrictions listed below: You may not decompile, reverse engineer, disassemble, modify, rent, sell, lease, loan, distribute, or create derivative works or improvements to the Platform or any portion of the Platform. You may not share Your access with any other parties unless permitted by us in writing. You may not violate any laws, rules or procedures of the United States. You may not violate any of our additional policies. You may not use our Platform except through specific channels provided by us. You may not use the Platform on a computer that is used to operate nuclear facilities, life support, or other mission critical applications where life or property may be at stake. You may not sell, lease, loan, distribute, transfer, or sublicense Your access to the Platform. Please be aware that this is not an all-encompassing list of restrictions, if You breach any of these restrictions, we may revoke Your access to our Platform, at our discretion. Additionally, we may revoke or restrict Your access to our Platform if we believe that Your actions may harm or have harmed Vayn or the Platform itself. Failure by us to revoke Your access does not act as a waiver of Your conduct.
7. Your Conduct While Using ThePlatform
When accessing or using ourPlatform, You are solely responsible for Your use and for any use of the Vayn Platform made using Your account. You agree to abide by the following rules of conduct: You will not copy, distribute or disclose any part of the Platform in any medium, including without limitation by any automated or non-automated “scraping”; You will not attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Platform; You will not use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Platform or to extract or export data collected through the Platform; You will not take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure; You agree not to use the Platform to stalk, harass, bully or harm another individual; You agree that You will not hold Vayn responsible for Your use of the Platform; You agree not to violate any requirements, procedures, policies or regulations of networks connected to Vayn; You agree not to interfere with or disrupt the Platform; You agree to not violate any US federal or state laws while using the Platform; and You agree not to use the Platform in any way that is: misleading, unlawful, defamatory, obscene, invasive, threatening, or harassing.IfYou are discovered to be undertaking any of the aforementioned actions or if we believe that any of Your actions may harm Vayn’s Platform or business interestsYour privileges to use our Platform may at our sole discretion be terminated, revoked, or suspended. Generally, we will provide an explanation for any suspension or termination of Your use of any of our Platform, but Vayn reserves the right to suspend or terminate any account at any time without notice or explanation.
8. Platform Availability and Modification
Although we will attempt to provide continuous Platform availability to You, we do not guarantee that thePlatform will always be available, work, or be accessible at any particular time. We make no uptime guarantees. We reserve the right to alter, modify, update, or remove our Platform at any time. We may conduct such modifications to our Platform for security reasons, intellectual property, legal reasons, or various other reasons at our discretion, and we are not required to explain such modifications. For example, we may provide updates to fix security flaws, or to respond to legal demands. Please note that this is a non-binding illustration of how we might exercise our rights under this section, and nothing in this section obligates us to take measures to update the Platform for security, legal, or other reasons.
9. Parents and Guardians
If You are a parent or legal guardian agreeing to thisAgreement for the benefit of a person under eighteen (18) years old, please be advised that you are fully responsible for her or his use of the Platform, including any financial charges or legal liability that she or he may incur. In addition, where You create an account to use the Platform on behalf of a user that is under eighteen (18)years old, you represent and warrant that You are the parent or legal guardian of the child or that You are otherwise authorized by the parent or legal guardian to enter such information. Vayn shall not be responsible for verifying the parental or custodial status of any of its Users and You release us from any liability associated with such verification.
10. User Content
A User’s ability to submit or transmit any information through the Platform, including but not limited to text, audio messages, videos, photos, images, User trademarks, User intellectual property, or any other information will be referred to as “UserContent” throughout this Agreement. All User Content You submit to the Platform will be owned by You. Please be aware that we are not required to host, display, migrate, or distribute any of Your UserContent and we may refuse to accept or transmit any User Content. You agree that You are solely responsible for any User Content submitted and You release us from any liability associated with any User Content submitted. You understand that we cannot guarantee the absolute safety and security of any such User Content. Any User Content found to be in violation of this Agreement or that we determine to be harmful to the Platform may be modified, edited, or removed at our discretion. Vayn may not endorse and may not verify, monitor, or restrict any User Content submitted. When You submit any UserContent to us, You grant the Vayn, its partners, affiliates, Users, representatives and assigns a non-exclusive, fully-paid, royalty-free, revocable, world-wide, universal, transferable, assignable license to display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and reuse all or part of Your User Content for the duration of this Agreement. It is important for You to grant us this license so that we may transmit Your User Content to the Service Providers on our Platform. Additionally, although You own all User Content submitted by You, we own all layouts, arrangement, metadata and images that are used to render YourUser Content through our Platform.
11. User Content Guidelines
We reserve the right to remove, delete, modify, screen, edit, or refuse any User Content for any reason or no reason, and with or without notice to You. Please be aware that all User Content may be viewed by third parties, thus we cannot guarantee the confidentiality of any User Content.When submitting any User Content You agree to the following: You agree that User Content submitted is truthful and accurate; You agree not to submit any User Content that contains any confidential information; You agree not to submit any UserContent that contains nudity, or sexual, or explicit content; You agree not to submit any User Content that depicts gratuitous violence, animal or child abuse, or encourages violence against others; You agree not to submit any UserContent contains hate speech or promotes or condones violence against individuals or groups based on race or ethnic origin, religion, disability, gender, age, nationality, veteran status, or sexual orientation/gender identity; You agree not to submit any UserContent that is considered spam or politically controversial; and You agree not to submit any UserContent that may be considered: misleading, unlawful, defamatory, obscene, invasive, threatening, or harassing.If You have violated any of our User Content Guidelines or ifYou we believe that any User Content may harm the Platform, Your access to thePlatform may be suspended or terminated.
12. SP Services
Vayn allows Service Providers to access the Platform and may assist Users in booking SP Services from such ServiceProviders (“Appointment”). Listings maybe posted on the Platform that describe the SP Services offered, the pricing, availability, and other information. Users of the Vayn Platform contract for all SP Services directly with Service Providers. Vayn is not a party to any contracts for any SP Services. The Vayn Platform facilitates these contracts through both the User and Service Provider’s access to the Platform. Vayn does not introduce, endorse, or recommend Service Providers to Users or vice versa.Any opinions, advice, or information expressed by any Service Provider are those of the individual and the individual alone and they do not reflect the opinions of Vayn. Vayn does not direct, is not an employer, has no control over, makes no representations, and does not guarantee the quality, safety or legality of the Service Provider or any SPServices provided.VAYN EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY DAMAGE, LOSS OR INJURY ARISING OUT OF: ANY INTERACTIONS BETWEEEN SERVICE PROVIDER AND USER, THE ACTIVITIES OF ANY SERVICE PROVIDERS, AND ANY LOSS OR INJURY ARISING OUT OF ANY ACT OR OMISSION OF ANY SERVICE PROVIDER, ANY ERRORS OR OMISSIONS INANY SESSIONS, AND USER’S USE OF ANY SP SERVICES. USER HEREBY ACKNOWLEDGES AND AGREES THAT WHILE VAYN MAY PROVIDE INFORMATION ABOUT A SERVICE PROVIDER, BASED ON LOCATION, USER REVIEWS, PRICING, OR RELEVANCY; SUCH INFORMATION IS BASED SOLELY ON DATA THATIS SUBMITTED BY THE SERVICE PROVIDER OR OTHER THIRD PARTIES, AND VAYN PROVIDES SUCH INFORMATION SOLELY FOR THE CONVENIENCE OF ALL USER’S AND THIS INFORMATION ISNOT AN INTRODUCTION, ENDORSEMENT, OR RECOMMENDATION BY VAYN OF ANY SERVICE PROVIDER OR ANY SP SERVICES. VAYNIS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES,BREACHES, NEGLIGENCE OR MISCONDUCT OF ANY SERVICE PROVIDERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM OR OTHERWISE ARISING FROM YOUR USE OF THE PLATFORM, A SERVICE PROVIDER’S USE OF ANY USER CONTENT, YOUR INTERACTIONS WITH A SERVICE PROVIDER, ORYOUR USE OF THE SP SERVICES. ANY legal remedy or liability that You seek to obtain for actions or omissions of SERVICE PROVIDERS or other third parties will be limited to a claim against the particular SERVICE PROVIDER or other third parties who caused You harm and You agree not to attempt to impose liability on, or seek any legal remedy from VAYN with respect to such actions or omissions. YOU ARE SOLELY RESPONSIBLE FOR ALL INTERACTIONS WITH ANY SERVICE PROVIDERS. THE QUALITY OF THE SP SERVICES SCHEDULED THROUGH THE USE OF THE PLATFORM IS ENTIRELY THE RESPONSIBILITY OF THE SERVICE PROVIDER WHO ULTIMATELY PROVIDES SUCH SP SERVICES TO YOU. YOU UNDERSTAND, THEREFORE, THAT BY USING THE VAYN PLATFORM, YOU MAY BE EXPOSED TO SP SERVICES THAT ARE POTENTIALLY DANGEROUS,OFFENSIVE, HARMFUL TO MINORS, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOUUSE THE VAYN PLATFORM, AND SUCH SERVICE PROVIDER, AT YOUR OWN RISK. NOTHING INTHIS AGREEMENT OR THE VAYN PLATFORM CONSTITUTES, OR IS MEANT TO CONSTITUTE,ADVICE OF ANY KIND. BY USING THE VAYN PLATFORM, YOU AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT ARE REASONABLE. IF YOUDO NOT BELIEVE THEY ARE REASONABLE, PLEASE DO NOT USE OUR PLATFORM.
13. Background Checks
Vayn may at its discretion conduct background checks on ServiceProviders by using third party background check services. However, each Users should exercise caution and common sense to protect his or her personal safety and property, just as You would when interacting with any persons that are new and unknown. BY USING THE VAYN PLATFORM, THE USER AGREES TO HOLD VAYN FREE FROM THE RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF THE SP SERVICES. USER IS SOLELY RESPONSIBLE FORITS INTERACTIONS WITH ANY OTHER USERS, SERVICE PROVIDERS, OR THIRD PARTIES. VAYNIS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER INCLUDING ANY SERVICE PROVIDERS, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY SP SERVICES.
14. Selecting SP Services
Except as explicitly provided otherwise, Users may only use the Vayn Platform for their own personal use only. Users may select an Appointment and book the SP Services. Users may not use the Vayn Platform for any other purposes or in connection with any commercial endeavors whatsoever without our express prior written consent.Users agree that a booking for an Appointment for any SP Services is an offer which is only accepted when the User receives a confirmation of acceptance from a Service Provider. Users agree to treat Service Providers with respect and in compliance with all laws, to provide a safe and appropriate working environment for them that is in compliance with all applicable laws and regulations, and to provide reasonable cooperation to Service Provider so that they may supply any SPServices agreed upon. Users acknowledge that their selected Service Provider maybe unavailable from time to time and Vayn bears no liability in regards to their unavailability.
Users may be obligated to pay in advance for the SP Services they select via the Vayn Platform. Prior to the scheduled Appointment, Vayn will charge the User's credit card according to the amount the User has agreed to pay the Service Provider for the SP Services. The User hereby agrees to pay for all costs, fees, and expenses listed when booking any SP Services. All payments by Users for any SP Services must be made through the Vayn Platform. User authorizes Vayn or its third party payment processors to charge the credit card on file in the User's account for such amounts listed. Please be aware that we use third party payment processors to process our credit card information. Depending on the transaction You selected or services requested, Vayn may charge You on aone-time or recurring basis. All information that You provide in connection with a purchase or transaction with the Vayn Products (defined below), SPServices or Paid Subscriptions must be accurate, complete, and current. You agree to pay all charges incurred by Users of Your credit card, debit card, or other payment method used in connection with a purchase or transaction with Vayn at the prices in effect when such charges are incurred. We retain the right, in our sole discretion, to place a hold on the User's credit card for an ordered or a scheduled Appointment. Where there is an agreement between a User and a ServiceProvider to modify, extend, shorten, change or reschedule any Appointment, the User bears the responsibility for notifying Vayn, and paying any additional fees associated with such changes. Users must notify Vayn through the Vayn Platform or by contacting us at firstname.lastname@example.org. We expressly disclaim any liability for any damage that may result should any information be released to any third parties, and You agree to hold us harmless for any damages that may result therefrom.
16. Appointment Cancellations andRefunds
Users wishing to cancel an Appointment of any SP Services are subject to the cancellation policy as set forth in this section. Any Appointment may be canceled and fully refunded ninety (90) minutes prior to the commencement of the Appointment. Any Appointments cancelled within ninety (90)minutes of the Appointment shall not be eligible for any refunds. Once a cancellation request is received by Vayn, Vayn will process the request and refund any applicable payments minus any payment processing and transaction fees. Please be aware that some refunds may take up to three billing cycles to appear on Your payment method on file. From time to time Service Providers or Vayn may cancel an Appointment, if that occurs the Platform shall notify you and you may re-book an Appointment through the Platform. If you believe that you should be issued a refund for any other reason, please contact us at email@example.com.
17. Disputes with ServiceProviders
Disputes between any User and any Service Provider regarding the SP Services or Your interactions on thePlatform shall be solely resolved between You and the Service Provider. Vayn is not a party not any such dispute and has no liability to either party regarding such dispute.
18. Price Increases
The SP Services offered via the Platform may increase in pricing at any time. In the event of a price increase. Service Providers are not obligated to offer any SP Services at any previously offered prices. You agree that a Service Provider has no obligation to offer any services for the price originally offered to You at sign up.
19. Purchases Of Products and Order Acceptance
Vayn may allow you to purchase products (“Vayn Products”) offered on the Platform. When purchasing a Vayn Product You will be prompted to input Your payment information or pay through our third party payment processor. Please be aware that all payment information will be stored and secured by the payment processor and not us. You agree to pay for all Vayn Products solely via the Platform.
20. Order Acceptance
All orders are subject to the availability of the Vayn Product. An order contract is not created until the Platform accepts and acknowledges Your order and sends You an order confirmation (“Order Confirmation”). For this reason, You agree that even after You receive an Order Confirmation, we may cancel Your order without penalty.
At checkout You may be able to select from multiple shipping options. Geographic availability of shipping is listed within the Platform.Standard shipping times will apply. Where items are shipped You may be issued a tracking number by the Platform that allows You to check the status of Your package; however, not all shipments may have tracking numbers issued. We recommend You check all shipments immediately once You have received them. If You have any issues with Your shipment, please contact us immediately.
22. Returns and Refunds
New, unopened, and unused Vayn Products may be returned within thirty (30) days of receipt. Where You are eligible for a refund or return, please contact us for additional return instructions at firstname.lastname@example.org. Once we have received the returned Vayn Product we shall process Your refund within a reasonable time period. Although refunds may be processed upon notification by us, it may take some time before Your refund is credited to Your payment method on file. You are solely responsible for any shipping or re-stocking fees associated with a refund.
23. Credit Card Declines
Where Your credit card has been declined after the Vayn Products have been delivered to You, You agree that we may resubmit Your charge until such charge is fully paid, whether the charge is made as one additional charge or as installments.
24. Product Issues, Availability, and Pricing
It is possible that some of the products listed on our Vayn Product listing page may be incorrectly priced, improperly labeled, or may be unavailable. Additionally, other errors may be displayed on the Vayn Product listing. Where a price for any Vayn Product is mis-listed, we shall have the right to modify the pricing before consummating a sale.
25. Product Photos and SizingPlease be aware that all photos of any products on the Platform are for illustrative purposes only. Although we ask that Service Providers use their best efforts to ensure that the Vayn Products are almost entirely similar to the photos offered on the Platform, it is possible that some photos shown on Platform may not be entirely representative of the actual Vayn Product. The final Vayn Product received by You may vary slightly in color, size, look, finish, or style. Additionally, You should be aware that all sizing and measurements are approximate and not exact.
User acknowledges and agrees that in order for Vayn to make the Platform available, it must receive fees for all SP Services booked. In consideration for making the Platform available to User,User agrees that for a period of twelve (12) months following the moment You book a Service Provider or use any SP Services, You must use the Platform as Your exclusive method to request, initiate, and pay for any SP Services that involve the Service Provider identified or used on the Platform, whether directly or indirectly. User may only opt out of the non-circumvention by paying an opt-out fee of three hundred ($300) dollars or 15% of the total amount spent with ServiceProvider for any SP Services and Vayn Products in the past calendar year, whichever is greater. You agree to notify Vayn immediately if another person or a Service Provider improperly contacts You or suggests making or receiving payments outside of the Platform.
You may cancel Your account at any time via the Vayn dashboard or contacting us at email@example.com. Please be aware that upon termination of Your account, access to portions of our Platform may be become immediately disabled and any Campaigns not concluded may be terminated. Additionally, where aCampaign is currently active You shall owe any additional fees including any and all charges upon termination. Termination of this Agreement does not relieve User from any obligation to pay Vayn. Upon termination You will not be entitled to any refunds or proration of any fees paid except as stated in this Agreement. Additionally, You will be required any due and owing outstanding fees for any SP Services provided by a Service Provider. We may terminate Your account or thisAgreement with You if we determine that: (1) You have violated any applicable laws while using our Platform; (2) if You have violated this Agreement or any other of our Platform policies; (3) if Your account has remained inactive for an extended period of time; or (4) if we believe that any of Your actions may harm Vayn, at our sole decision or discretion. In the event of termination, we will strive to provide You with a timely explanation; however, we are not required to do so. Where termination has occurred, portions of this Agreement shall survive and remain in full force as stated in the“Survival” section of this Agreement.
Depending on the laws of Your jurisdiction You may be taxed for any payments or purchases. Therefore, at the time of payment we may collect all applicable taxes related to Your use of the Platform. In the event that we do not collect the applicable taxes, You agree that You are still responsible for any applicable taxes. Although no taxes may be collected by us You agree that You will pay any applicable taxes or fees to the tax agencies having jurisdiction over You.
If we believe that You have participated in a fraudulent chargeback we will pursue our claims against You to the fullest extent allowed by law. In the event that we believe that a User has submitted a fraudulent chargeback, we will forward Your information to the applicable law enforcement agency and Your fraudulent chargeback may result in either a civil fine or jail time.
30. Idea Submission
Vayn or any of its employees do not accept or consider unsolicited ideas, including but not limited to ideas relating to processes, technologies, product enhancements, or product names. Please do not submit any unsolicited ideas, content, artwork, suggestions, or other works (“Submissions”) in any form to Vayn. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Vayn’s products might seem similar to ideas You submitted to Vayn. If, despite our request that You not send us Your ideas, You agree to the following: (1) Your Submissions and their contents will automatically become the property of Vayn, without any compensation to You; (2) Vayn may use or redistribute the Submissions and their contents for any purpose and in any way;(3) there is no obligation for Vayn to review the Submission; and (4) there is no obligation to keep any Submissions confidential.
31. Intellectual Property
The name “Vayn,” the design of the Vayn Platform along with Vayn created text, writings, images, templates, scripts, graphics, interactive features and the trademarks, marks and logos contained therein ("Marks"), are owned by or licensed to Vayn. The Marks are subject to copyright and other intellectual property rights under US laws and international conventions. Vayn reserves all rights not expressly granted in and to the Platform. You agree to not engage in the use, copying, or distribution of the Marks or anything else contained within the Platform unless we have given You express written permission. All rights not expressly granted are hereby reserved.
32. Representations and Warranties
THE PLATFORM AND ALL SP SERVICES ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER VAYN, NOR ANY OF THEIR EMPLOYEES, MANAGERS,OFFICERS, ASSIGNS OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE PLATFORM;(B) ANY INFORMATION PROVIDED VIA THE PLATFORM INCLUDING SESSIONS, USER CONTENT,OR ANY OTHER INFORMATION; (C) ANY SP SERVICES AVAILABLE OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO VAYN OR VIA THE PLATFORM. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS. VAYN MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF ANY SERVICE PROVIDERS OR ANY SP SERVICES THE INCLUSION OF ANY SERVICE PROVIDER OR ANY SP SERVICES ON THIS PLATFORM DOES NOT CONSTITUTE ANY ENDORSEMENT OR RECOMMENDATION BY VAYN. VAYN DOES NOT WARRANT THAT YOUR USEOF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND VAYN SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES. YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT VAYN DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY USERS OR SERVICE PROVIDERS. BUT MAY DO SO AT OUR DISCRETION. IF WE CHOOSE TO CONDUCT SUCH CHECKS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM WARRANTIES OFANY KIND, EITHER EXPRESS OR IMPLIED, THAT SUCH CHECKS WILL IDENTIFY PRIOR MISCONDUCT BY A USER OR GUARANTEE NO FUTURE MISCONDUCT BY A USER.VAYN MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SESSION, ANY SP SERVICES, ANY SERVICE PROVIDERS, ANY USER, OR ANY STATEMENTS MADE BY USERS OR SERVICE PROVIDERS, OR RELIABILITY. NO ADVICE OR INFORMATION,WHETHER ORAL OR WRITTEN, OBTAINED FROM VAYN OR THROUGH THE SITE, APPLICATION,SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU MAY COMMUNICATE OR INTERACT WITH INCLUDING ANY SERVICE PROVIDERS, USERS, OR OTHER THIRD PARTIES. YOU UNDERSTAND THAT VAYN DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF PLATFORM OR TO REVIEW ANY SESSIONS OR SP SERVICES OFFERED. VAYN MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE PLATFORM.YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH THIRD PARTIES THAT MAY ARISE FROM YOUR USE OF THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, SERVICE PROVIDERS, USERS,OR THIRD PARTIES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED VIA THE PLATFORM. VAYN EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER, SERVICE PROVIDER, OR OTHER THIRD PARTY.
33. Limitation of Liability
THE SERVICE PROVIDERS PROVIDING SP SERVICES ON THIS PLATFORM ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF VAYN. IN NO EVENT SHALL VAYN, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOUFOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), ORANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM (I) YOUR USE OR INABILITY TO USE THE PLATFORM OR ANY ERRORS, MISTAKES, OR INACCURACIES FOUND WITHIN THE PLATFORM,(II) ANY PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER,RESULTING FROM YOUR ACCESS TO AND USE OF OUR PLATFORM, YOUR INTERACTIONS WITH OTHER USERS, OR FROM ANY SERVICE PROVIDERS OR SP SERVICES, (III) ANY INTERRUPTION,MISINFORMATION, INCOMPLETE INFORMATION, OR CESSATION OF TRANSMISSION TO OR FROM OUR PLATFORM TO YOU, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM VIA ATHIRD PARTY, (V) ANY FAILURES OR DISRUPTIONS WHETHER INTENTIONAL OR UNINTENTIONAL, (VI) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS RELATED TO YOUR USER CONTENT, (VII) ANY INJURY OR CLAIM THAT OCCURS OUT OF THE USE OFANY USER CONTENT BY ANY SERVICE PROVIDERS OR (VIII) ANY POTENTIAL OR ACTUAL LOSS OR DAMAGE TO PERSON OR PROPERTY THAT MAY OCCUR WHILE USING THE PLATFORM. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. IN JURISDICTIONS THAT ALLOW A LIMITATION ON LIABILITY, YOU AGREE THAT OUR LIABILITY, EXCEPT FOR ANY PAYMENTS RENDERED TO SERVICE PROVIDERS, IS NO MORE THAN THE AMOUNT YOU PAID IN THE PAST SIX MONTHS FOR SERVICES OR ONE-HUNDRED US DOLLARS, WHICHEVER IS GREATER. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN VAYN AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY BETWEEN JURISDICTIONS.Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (a) death or personal injury caused by Vayn’s negligence or that of any of its officers, employees or agents; (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future.
THE PLATFORM IS ONLY A VENUE FOR CONNECTING USERS. TO THE EXTENT THAT THE VAYN PLATFORM CONNECTS A USER TO A THIRD PARTY PROVIDER FOR THE PURPOSES OF PROVIDING SP SERVICES, VAYN WILL NOT BE RESPONSIBLE FOR ASSESSING THE SUITABILITY, LEGALITY OR ABILITY OF ANY SERVICE PROVIDERS AND YOU EXPRESSLY WAIVE AND RELEASE VAYN FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE THIRD PARTY SERVICE PROVIDER. YOU RELEASE VAYN AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND ASSIGNS FROM ANY AND ALL CLAIMS,DEMANDS, OR DAMAGES (ACTUAL, DIRECT OR CONSEQUENTIAL) OF EVERY KIND AND NATURE,KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED,ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE WITH ANOTHER USER, SERVICE PROVIDER, OR OTHER THIRD PARTY. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS:"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS ORHER SETTLEMENT WITH THE DEBTOR."
You agree to release, defend, indemnify, and hold Vayn and its affiliates and subsidiaries and their officers, directors, employees, and agents harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable lethal and accounting fees, arising out of or in any way connected with (i) Your breach of this Agreement, (ii) Your improper use of the Vayn Platform or any services provided, (iii) Your interaction with any User, Service Provider, or other third party including without limitation any injuries, losses, or damages of any kind arising in connection with or as a result of such interaction, (iv) Your breach of any laws, regulations or third party rights. You agree that this indemnity extends to requiring You to pay fr our reasonable attorneys' fees, court costs, and disbursements. In the event of a claim such as the one described in this paragraph, we may elect to settle with the party/parties making the claim and You shall be liable for the damages as though we had proceeded with a trial.
36. Age Compliance
Vayn and its Platform may only be used by persons 13 years and older. If You are between the ages of 13 and 18 You must have Your parent or legal guardian agree to this Agreement and schedule all SP Services on Your behalf.
37. Intellectual Property and Copyrights Takedown Notice
We take copyright infringement very seriously. If You believe that any copyrighted material owned by You has been infringed upon by someone using our Platform, please send us a message which contains: Your name. The name of the party whose copyright has been infringed, if different from Your name.name and description of the work that is being infringed. The location on our Platform of the infringing copy. A statement that You have a good faith belief that use of the copyrighted work described above is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law. A statement that You swear, under penalty of perjury, that the information contained in this notification is accurate and that You are the copyright owner or have an exclusive right in law to bring infringement proceedings with respect to its use.You must sign this notification and send it to our Copyright Agent: Copyright Agent of Vayn, firstname.lastname@example.org or attn: Copyright Agent 2416 E 139th Pl, Thorton, CO 80602.CounterNoticeIn the event that You receive a notification from Vayn stating content posted by You has been subject to aDMCA takedown, You may respond by filing a counter-notice pursuant to theDMCA. Your counter-notice must contain the following: Your name, address, email and physical or electronic signature. The notification reference number (if applicable). Identification of the material and its location before it was removed. A statement under penalty of perjury that the material was removed by mistake or misidentification. Your consent to the jurisdiction of a federal court in the district where You live(if You are in the U.S.), or Your consent to the jurisdiction of a federal court in the district where Your service provider is located (if You are not in the US). Your consent to accept service of process from the party who submitted the take down notice. Please be aware that we may not take any action regarding Your counter-notice unless Your notification strictly complies with the foregoing requirements. Please send this counter-notice to: email@example.com or attn: Copyright Agent 2416 E 139th Pl, Thorton, CO 80602.
38. Choice of Law
This Agreement shall be governed by the laws in force in the state of Colorado. The offer and acceptance of this contract is deemed to have occurred in Colorado.
This Agreement and any dispute arising out of or in connection with this Agreement(“Dispute”) will be governed as to all matters, including, but not limited to the validity, construction and performance of this Agreement, by and under the laws of the state of Colorado, without giving effect to conflict of laws principles thereof. Informal Resolution Each party agrees that before it seeks mediation, arbitration, or any other form of legal relief it shall provide written notice to the other of the specific issues in dispute (and referencing the specific portions of the Agreement which are allegedly being breached). Within thirty days after such notice, knowledgeable executives of the party or the individuals themselves shall hold at least one meeting (in person or by video- or tele-conference) for the purpose of attempting in good faith to resolve the Dispute. The parties agree to maintain the confidential nature of all disputes and disagreements between them, including, but not limited to, informal negotiations, mediation or arbitration, except as may be necessary to prepare for or conduct these dispute resolution procedures or unless otherwise required by law or judicial decision.The dispute resolution procedures in this Section shall not apply prior to a party seeking a provisional remedy related to claims of misappropriation or ownership of intellectual property, or trade secrets. Mediation Except as provided herein, any and all Disputes arising out of or relating to this Agreement shall be submitted to JAMS for mediation before arbitration or any other form of legal relief may be instituted. Mediation may be commenced by a party providing JAMS a written request for mediation setting forth the subject of the Dispute and the relief requested. The parties will cooperate with JAMSin selecting a single mediator and scheduling a mediation, which should take place within 45 days following a request for mediation. The mediator shall be a retired judge who has had experience with technology disputes. The parties agree that they will participate in the mediation in good faith and share equally in its costs. The mediation shall take place in Denver County, Colorado. Binding Arbitration Except as provided herein, any Dispute arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Denver County, Colorado and before a single arbitrator. One arbitrator shall be selected by the parties in accordance with the JAMS Arbitration rules. In any arbitration arising out of or related to this Agreement, the parties agree the arbitrator is not empowered to award punitive or exemplary damages, and the parties waive any right to recover any such damages. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures if the amount in dispute exceeds $250,000 USD and its JAMSStreamlined Arbitration Rules and Procedures when lesser amounts are in issue.The arbitrator shall issue a written reasoned decision. Each party shall bear their own costs in connection with the arbitration, although the arbitrator shall award the prevailing party its reasonable costs and attorneys’ fees. Opt-Out User has the right to opt out of binding arbitration within thirty (30) days of the date You first accepted this Agreement by notifying us via mail at Attn: Arbitration Opt Out 2416 E 139th Pl, Thorton, CO 80602. In order to be effective, the opt out notice must include Your full name, any account information, and must clearly indicate Your intent to opt out of binding arbitration. If You have decided to opt-out of Binding Arbitration, all Disputes after an attempt at Mediation shall be heard in a court of competent jurisdiction located within Denver County, CO.
40. Class Action
You and Vayn agree that any proceedings to resolve or litigate any dispute whether through a court of law or arbitration shall be solely conducted on an individual basis. You agree that You will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action.
41. Relationship of Parties
Vayn provides a Platform which allows You to connect within dependent third party contractors. Vayn is not the employer of any Service Provider. You acknowledge that we do not supervise, direct, or control a ServiceProvider’s work or SP Services performed in any manner. A Service Provider provides services to You as an independent contractor, and is not an employee, joint venturer, partner, agent, or franchisee of Vayn for any purpose whatsoever and does not represent Vayn and has no authority to bind Vayn to any agreements.
42. Force Majeure
You agree that we are not responsible to You for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.If two or more provisions of this Agreement or any other agreement You may have with Vayn are deemed to conflict with each other’s operation, You agree that Vayn shall have the sole right to elect which provision remains in force.
We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or any applicable laws should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
All provisions of thisAgreement which by their nature should survive termination shall survive termination, including, without limitation, content provisions, User representations and warranties, payment provisions, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
You may not assign Your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.
47. Additional Agreements
We may amend this Agreement from time to time. When we amend thisAgreement, we will update this page and indicate the date that it was last modified or we may email You. You may refuse to agree to the amendments, but if You do, You must immediately cease using our Platform.
49. California Users
Pursuant to California CivilCode Section 1789.3, any questions about pricing, complaints, or inquiries about Vayn must be sent to our agent for notice to: firstname.lastname@example.org Lastly, California Users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of ConsumerAffairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA95834, or by telephone at (916) 445-1254 or (800) 952-5210.
50. Electronic Communications
The communications between You and Vayn use electronic means, whether You visit thePlatform or send Vayn e-mails, or whether Vayn posts notices on the Platform or communicates with You via e-mail. For contractual purposes, You (1) consent to receive communications from Vayn in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Vayn provides to You electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect Your statutory rights.\