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Terms of Service

Created  on August 24, 2020

Vonini’s Terms of Service are conditional for completion of the order form as part of the agreement between Vonini, (“we”, “us”, or “our”) and the client signing the order form (“Client”, “you”). Both the order form and the Terms of Service agreement are required for completion of an Agreement between Vonini and the Client. By using any of our marketing technology or related services, Client agrees to be bound by these Terms. Every use of the name “Vonini” specifically refers to Vonini LLC. The Terms of Service outlined here are subject to change, as updates are required.

BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT.

Services
Vonini ’s ecommerce marketing platform  (“ Platform ”) offers solutions for loyalty and referral programs, customer reviews, visual marketing, SMS/MMS marketing, and email marketing (each individually referred to as our “ Product ” and collectively referred to as our “ Products ”).  In terms of the Agreement, “ Services ” refers to our Client’s access to the Platform and the Products specified in the Order Form. Client content, data, and other information submitted to the Services through its use thereof is “ Client Content. ” End-Users (defined below) information collected by the Cli ent through the Services is without limitation considered “Client Content” for the  purposes of this Agreement. Client may have access to the following content, depending upon the Products licensed by the client in their order form. Client will only have access to the Products in their order form and will be limited to the following functionalities that they have agreed to. Clients will have access to the Services that they have subscribed to for the duration of their subscription. If the client has not purchased access to Products that offer the following functionality then the applicable terms do not apply:

User Generated Content– Products that enable Clients to collect, organize and use user generated content allow the Client to access, without limitation, text, videos, photographs and other user-generated content created or otherwise supplied by the Client’s customers. An example of such functionality would be the Client’s use of the Platform to display a Client’s End-User’s information on the product on the Client’s website.

Loyalty and Referrals– P roducts that enable Client to provide End-Users with the ability to (i) earn loyalty points from Client and apply applicable point balances to purchases from Client and  (ii) reward incentives to the End-User when they refer a third-party purchaser to Client.  End-User’s participation in a loyalty or referral program is considered Client Content in the context of Loyalty and Referrals and includes information on End-User participation.

SMS/MMS/Text Messaging/Email Messaging – Certain Products enable Client to engage with End-Users using SMS/MMS/text messages and email messages. Through an application provided by Vonini, or through the Platform, a Client can enable features whereby Client can send marketing and other messages via SMS/MMS/text message/email messages regarding the Client’s products or services.

Proprietary Rights

Ownership

  Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Vonini’s rights under this Agreement, between the parties, Client retains all intellectual property and other rights in its intellectual property and to the Client Content provided to Vonini. Except for Client’s rights under this Agreement, Vonini and its licensors retain all intellectual property and other rights in the Platform, and in and to each Product, the Services, and any deliverables and related Vonini technology, templates, documentation, help files, tutorials, formats and dashboards, including any modifications or improvements to these items made by Vonini, and the Usage Data (the “ Vonini Materials ”). If Client provides Vonini with feedback or suggestions regarding the Service or other Vonini offerings, Vonini may use the feedback or suggestions without restriction or obligation.

Usage Data

Vonini may use Client’s and End-Users’ information  (the “ Usage Data ”) to generate technical logs, data, and learnings about Services and the Client Content, and use such data for the express purpose of improving operations, analyses, supporting the Platform and/or the Services and for other lawful purposes. Vonini will not disclose Usage Data externally, except as required by law.

Limitations of Use

Client’s use of the Services shall be limited to its own internal business use. Except as specifically permitted herein, Client shall not (i) sell, license (or sub-license), lease, assign, transfer, pledge, or share any of its rights under this Agreement with/to any other party, entity or person; (ii) transfer, distribute, copy all or any part of the Services and/or the Vonini Materials; (iii) refer to the Services by use of framing and/or deep-linking; (iv) make use of the Services or distribute any part thereof in any jurisdiction where same is illegal or where such use or distribution would subject Vonini or its Affiliates to any registration requirement within such jurisdiction or country; (v) use, or encourage, promote, facilitate or instruct others to use, the Platform for any illegal, harmful or offensive use; (vi) promote any content, products, services, or other information that may be illegal to sell or promote under any applicable law or may reasonably be perceived to be unlawful, inflammatory, offensive, or otherwise inconsistent with the spirit of Vonini’s services, brand or image; (vii) transmit any viruses or other harmful, infringing, illegal, disruptive or destructive content, messages or files; (viii) visit the Platform or access the Services through unauthorized means, including without limitation any data mining, robots/bots, or similar data gathering and extraction tools to extract for re-utilization of any parts of the Platform; (ix) distribute, publish, send, or facilitate the sending of unsolicited mass messages, promotions, advertising, or solicitations (e.g. “spam”) including unlawful commercial advertising and informational announcements as further described in 4.2; (x) distribute, publish, send, or facilitate the sending of any inappropriate, inaccurate, misleading, fraudulent or otherwise illegal content or content which infringes intellectual property rights of third parties or their right for privacy; (xi) modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), make any attempt to discover the source code of the Platform and/or the Services and/or any other software available therein or create derivative works thereof; (xii) remove any copyright, trademark or other proprietary rights notices contained in or on the Platform; (xiii) remove, change or modify any trademarks from or attach any additional trademarks to the Platform; (xiv) use the Platform or the Services in a manner that subjects any part thereof to any obligation to disclose or distribute the source code thereof and/or that may cause others to have the right to modify or create derivative works thereof; or cause them to become redistributable at no charge. Client is solely responsible for obtaining, paying for, repairing and maintaining all the equipment, software, hardware and services required for Client to access the Services.

Client shall not use  Services in a manner that violates generally recognized industry guidelines, including, without limitation, (i) using non-permission based email lists (i.e., lists in which each recipient has not explicitly granted permission to receive emails from Client by affirmatively opting-in to receive those emails); (ii) using purchased or rented email lists; (iii) using third party email addresses, domain names, or mail servers without proper permission; (iv) sending emails to non-specific addresses (e.g., webmaster@domain.com or info@domain.com); (v) sending emails that result in an unacceptable number of spam or unsolicited commercial email complaints (even if the emails themselves are not actually spam or unsolicited commercial email); (vi) failing to include a working “unsubscribe” link in each email that allows the recipient to remove themselves from Client’s mailing list; (vii) failing to comply with any request from a recipient to be removed from Client’s mailing list within 10 days of receipt of the request; (viii) failing to include in each email a link to the then-current privacy policy applicable to that email; (ix) using misleading subject headings or other content or disguising the origin or subject matter of any email or falsifying or manipulating the originating email address, subject line, headers, or transmission path information for any email; (x) failing to include in each email Client’s valid physical mailing address or a functioning link to that information; (xi) failing to note in the heading and at the beginning of advertising messages that the transmission is an advertisement; and (xii) including “junk mail,” “chain letters,” “pyramid schemes,” incentives (e.g., coupons, discounts, awards, or other incentives) or other material in any email that encourages a recipient to forward the email to another recipient.

Client Obligations

Compliance with Law

Client represents, warrants and covenants to Vonini that Client’s use of the Services shall comply with the limitations of use in Section 4 and all applicable laws, rules or regulations of any jurisdiction, including, without limitation, those relating to (i) communication by telephone, text/SMS/MMS message or email for advertising, marketing or other purposes; (ii) monitoring or recording of electronic or telephonic communications; (iii) the privacy, security or protection of ‘personal data’ or ‘personal information’, as such terms are defined under privacy laws (collectively, “Personal Information”), including, without limitation, as applicable to the collection, storage, retention, processing, transfer, disclosure, sharing, disposal or destruction of Personal Information; or (iv) requirements for websites and mobile applications, online behavioral advertising, or online tracking technologies (collectively, “Laws”). Without limiting the foregoing, Laws include the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Do-Not-Call Implementation Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, the Children’s Online Privacy Protection Act (“COPPA”), the Federal Trade Commission Act, the California Consumer Privacy Act (“CCPA”), other state privacy, data security and breach notification laws, state consumer protection laws.

Privacy and Cookie Notices

Client shall provide and make available to End-Users a privacy notice that describes the collection, use and disclosure of End-Users’ Personal Information in connection with Client’s use of the Services, including without limitation, such collection, use and disclosure contemplated by this Agreement.

Restricted Data

Client shall ensure that Client Content does not include (i) protected health information regulated by the Health Insurance Portability and Accountability Act (HIPAA) or medical information governed by state healthcare privacy laws; (ii) Social Security numbers, driver’s license numbers or other government-issued identification numbers; (iii) financial information, banking account numbers or passwords, or information regulated by the Gramm-Leach-Bliley Act; (iv) payment card data regulated by the Payment Card Industry Data Security Standards; (v) biometric data regulated by biometric privacy laws; (vi) online account passwords, mother’s maiden name or date of birth, (vii) criminal history, (viii) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation or other information that constitutes “special categories of data” regulated by the GDPR; or (ix) Personal Information of children under 13 years of age regulated by COPPA or under the age of consent for purposes of applicable privacy laws. Vonini shall have no liability with respect to such information, notwithstanding anything in the Agreement to the contrary.

Security

Client shall use its best efforts to prevent unauthorized access to or use of the Services through its or its Permitted Users accounts, promptly notify Vonini of any unauthorized access or use and provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunications providers.

Obligations Regarding Client Content

Client acknowledges that the Services are provided by Vonini to Client on a business-to-business basis, and that Vonini does not have a direct relationship with any End-User as a result of providing the Services to Client hereunder. As a result, Client acknowledges that Vonini relies on Client’s rights to the Client Content in order to provide the Services. Client is solely responsible for the accuracy, content and legality of the Client Content. Vonini shall not be liable for any Client Content, and shall be entitled, in its sole discretion, to edit or remove from the Platform any Client Content which Vonini reasonably believes to be inaccurate, inappropriate or otherwise not in compliance with the Agreement or applicable law. NOTHING IN THE AGREEMENT OBLIGATES VONINI TO DISPLAY ANY CLIENT CONTENT THAT VONINI REASONABLY BELIEVES TO BE INACCURATE, INAPPROPRIATE OR OTHERWISE NOT IN COMPLIANCE WITH THE AGREEMENT OR APPLICABLE LAW OR TO USE SUCH CLIENT CONTENT AT ALL OR IN A CERTAIN MANNER. Client shall designate a copyright agent and implement a notice and takedown mechanism in compliance with the Digital Millennium Copyright Act (or other comparable applicable laws in jurisdictions outside of the United States), and Client shall comply with any such takedown notice received in respect of any Client Content, in each case, to the extent required by applicable law.

Rights in Client Content

Client represents and warrants to Vonini that Client has given all notices and obtained all rights consents, assignments, licenses, permissions and authorizations (including the waiver of any moral rights) necessary for Client to transfer to Vonini and for Vonini to collect, use and share the Client Content (and any Personal Information contained therein) as contemplated by this Agreement without violation or infringement of (i) any Laws; (ii) intellectual property, publicity, privacy or other rights; or (iii) any terms of service or other agreements governing the Client Content or Client’s activities relating to its use of the Services (including, without limitation, the Instagram Platform Policy).

Permitted Users and End-Users

Client shall ensure that each of Client’s Permitted Users and End-Users is legally bound by Client’s terms of use, terms of service or such other legally binding agreement between Client and each such End-User in a manner that prohibits End-Users from infringing or otherwise violating third-party rights including, without limitation, third party intellectual property rights. Client is solely responsible for all acts, omissions and activities of Permitted Users and End-Users, including their compliance with this Agreement.

Order Fulfillment

As between Client and Vonini, Client is solely responsible for all customer service, order fulfillment and returns, and payment of taxes or charges associated with any products or services that Client sells or markets in connection with the domains listed on the Vonini Order Form.

Sending Messages to End-Users via the Services

To the extent that Vonini provides Client with access to functionality that allows Client to send Client communications by telephone, text/SMS/MMS message or email to End-Users, including, without limitation, marketing and advertising communications (“ Client Messages ”), Client agrees not to send any unsolicited, commercial communications. Further, Client acknowledges that Client is solely responsible for all content of Client Messages created by or on behalf of Client and for Client’s compliance with all Laws in connection with Client’s use of the Services to send Client Messages. Accordingly, and notwithstanding any representation or warranty disclaimer in the Agreement, Client represents, warrants and covenants that: (i) all applicable lists of email addresses and/or phone numbers were created and/or shared with Vonini in a manner that complies with Laws; (ii) each End-User or other recipient of Client Messages or other communications has been given clear and conspicuous notice prior to the collection of his or her phone number, email address and/or other contact information that such information may be collected, used or shared to facilitate sending Client Messages to such recipient and as contemplated in this Agreement; and (iii) each End-User or other recipient of applicable communications has given all consents required by Law to receiving commercial email and other forms of communication, including, but not limited to consent to receive the Client Messages. Client acknowledges that the services may employ automated telephone dialing systems regulated by the TCPA to transmit Client Messages and Client agrees that such consents shall be sufficient to permit the Services’ use of such systems, including without limitation, to send messages for advertising and solicitation purposes.

Suspension of Service

Vonini  may suspend Client’s access to the Service and related services if Client breaches Section 4 (Limitations on Use) or Section 5 (Client Obligations), if Client’s account is 30 days or more overdue or if Client’s actions risk harm to other Clients or the security, availability or integrity of the Service. Where practicable, Vonini will use reasonable efforts to provide Client with prior notice of the suspension. Once Client resolves the issue requiring suspension, Vonini will promptly restore Client’s access to the Service in accordance with this Agreement. Vonini reserves the right, but is not obligated, to monitor and audit Client’s use of the Services for any reason or no reason, without notice, to ensure Client’s compliance with this Agreement.

Privacy and Security

Passwords

In order to use the Service, you will have to register and create an Account with us and provide one or more names, email addresses, login usernames and passwords (together, "ID"). You are responsible for maintaining the confidentiality of your IDs (especially the login usernames and password). You agree not to use your IDs, usernames or passwords of any third party or disclose your IDs, usernames or passwords to any third party. You are responsible for any and all activity that occurs on your Account. If you suspect any unauthorized use with your Account, you must notify us immediately. You agree to provide us with correct and complete Account information at all times and inform us of any changes to the information you have provided. We will, in accordance with our Privacy Policy, keep your usernames and passwords confidential.

Privacy Policy

Our collection and use of your information and information regarding Customers is governed by our Privacy Policy. You understand that through your use of the Services, you consent to the collection and use of this information, including the transfer of this information to Canada and/or other countries for storage, processing and use by us. As part of providing you the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your Account.

Security

The Services are provided by us from d ata center facilities to which Users have remote access via the internet in conjunction with certain offline components provided by us under this Agreement. We may use third party service providers to provide limited parts of the Services from time to time, including data storage and processing, and you consent to us subcontracting these services to those third parties. We implement security procedures to help protect your Customer Data from security attacks. However, you understand that use of the Services necessarily involves transmission of your Client Data over networks that are not owned, operated or controlled by us, and we are not responsible for any of your Client Data lost, altered, intercepted, copied or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of your Client Data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers. If you become aware of any security breach in the Services, you agree to promptly notify us. We agree to notify you in the event of a detected security breach. All data at rest is encrypted and all data in transit is encrypted.

Networks

Technical processing and transmission of the Service, including Client Content, may involve: (i) transmissions over various networks; and/or (ii) changes to conform and adapt to technical requirements of connecting networks or devices. Use of or connection to the internet provides the opportunity for unauthorized Persons to circumvent security precautions and illegally gain access to the Service, the Client Data, the Customer Data or the Client Content. We do not guarantee the privacy, security or authenticity of any content, data or information transmitted over or stored in any system connected to the internet.

Maintenance and Repairs

We use commercially reasonable efforts to ensure that availability of the Services will be uninterrupted and that transmissions will be error-free. However, due to the nature of the internet, this cannot be guaranteed. Also, your access to Services may be occasionally suspended or restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to limit the frequency and duration of any such suspension or restriction, and we will use commercially reasonable efforts to alert or notify you in the event of any scheduled or non-scheduled suspension of Services. Due to the nature of technical outages, we cannot guarantee notice prior to unplanned outages. We will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable ability to control.

Representations and Warranties

In addition to representations and warranties made elsewhere in this Agreement, Client represents and warrants to Vonini that: (i) it has, and will have at all times, all right, title and interest necessary to grant to Vonini any and all licenses granted by Client or its End-Users or other third parties hereunder for the purposes contemplated by this Agreement, including from Client’s End-Users or any third-party site for the use of the Client Content; (ii) has all necessary rights, permits and licenses under all Laws, rules and regulations to operate the domains listed on the Vonini Order Form and to promote, offer for sale, and sell all products or services offered or sold in connection with such domains; (iii) any and all Client Content complies, and will comply at all times during the term of this Agreement, with all Laws, rules and regulations, and the Agreement and does not and will not during the term of this Agreement infringe the rights of any third party, including any intellectual property rights; and (iv) Client shall comply with all Laws, including without limitation, TCPA, CAN-SPAM Act and the Digital Millennium Copyright Act.

Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN: (I) THE PLATFORM, INCLUDING WITHOUT LIMITATION ANY AND ALL VONINI MATERIALS, THE SERVICES (INCLUDING WITHOUT LIMITATION INSTALLATION, INTEGRATION AND IMPLEMENTATION SERVICES), AND THE PRODUCTS ARE PROVIDED BY VONINI “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED; (II) TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Vonini DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE; (III) Vonini DOES NOT WARRANT THAT THE VONINI MATERIALS, THE SERVICES OR CONTENT AVAILABLE THROUGH THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE PLATFORM OR THE SERVER(S) THAT MAKE THE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; AND (IV) Vonini DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS THAT CLIENT’S USE OF THE SERVICES WILL COMPLY WITH LAWS OR OTHERWISE RELATING TO THE USE OR THE RESULTS OF THE USE OF THE SERVICES, THE Vonini MATERIALS OR OTHER CONTENT MADE AVAILABLE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. CLIENT IS RESPONSIBLE FOR EVALUATING THE CAPABILITIES AND FEATURES OF THE SERVICES AND MAKING ITS OWN DETERMINATION ABOUT WHETHER CLIENT IS ABLE TO USE THE SERVICES IN COMPLIANCE WITH LAWS. CLIENT IS RESPONSIBLE FOR TAKING ALL PRECAUTIONS IT BELIEVES NECESSARY OR ADVISABLE TO PROTECT IT AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF ITS USE OF OR RELIANCE UPON THE PLATFORM, Vonini’S WEBSITE, OR THE SERVICES. Vonini ADDITIONALLY DISCLAIMS ALL WARRANTIES RELATED TO THIRD PARTY TELECOMMUNICATIONS PROVIDERS. THE SERVICES SHOULD NOT BE USED FOR EMERGENCY COMMUNICATIONS AND Vonini WILL HAVE NO LIABILITY ARISING FROM SUCH USE.

CLIENT ACKNOWLEDGES, THAT EMAIL AND TEXT/SMS/MMS MESSAGES ARE INSECURE MEDIUMS THAT ARE GENERALLY NOT ENCRYPTED IN TRANSIT AND SECURITY OF INFORMATION TRANSMITTED THROUGH THE INTERNET CAN NEVER BE GUARANTEED AND, ACCORDINGLY, Vonini IS NOT RESPONSIBLE FOR ANY INTERCEPTION OR INTERRUPTION OF ANY COMMUNICATIONS THROUGH THE INTERNET OR FOR CHANGES TO OR LOSS OF CLIENT CONTENT IN CONNECTION WITH THE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY WHERE SUCH LIMITATIONS ARE INAPPLICABLE.

Limitation of Liability

TO THE MAXIMUM PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL VONINI NOR ANY OF ITS OR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTORS OR SUPPLIERS BE RESPONSIBLE OR LIABLE, UNDER ANY LEGAL THEORY, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, FOR ANY COMPENSATORY, DIRECT OR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES OR SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREIN, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN THE EVENT THAT VONINI IS FOUND LIABLE OR RESPONSIBLE TO YOU FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE  IN NO EVENT WILL THE COMPANY'S OR ITS SUPPLIERS' TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID OR PAYABLE BY CLIENT TO THE COMPANY FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY.

YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THESE TERMS ARE A MATERIAL BARGAINED-FOR BASIS OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY Vonini TO OFFER TO YOU AND BY YOU TO USE THE SERVICES AND THE PLATFORM.

Indemnification

Client agrees to defend, indemnify and hold Vonini and their respective owners, shareholders, directors, managers, officers, Affiliates, employees, attorneys, agents and representatives harmless against any losses, expenses, costs, claims, and damages, including reasonable attorneys’ fees, experts’ fees and other reasonable costs (collectively, “Losses”) arising from, incurred as a result of, or in any manner related to any third-party claim resulting or arising from: (i) Client’s breach of its representations and warranties contained herein, (ii) Client’s or any End User’s use of the Platform or the Services in violation of this Agreement, (iii) Client’s failure to obtain all End User Consents and Permissions, (iv) Client Messages, (v) the Client Content, (vi) Client’s products and/or services; and/or (vii) Client’s gross negligence, fraud, bad faith, or willful misconduct, regardless of any negligence on the part of Vonini.

Fees and Payment

Fees

You agree to pay all fees set out in a Subscription Agreement. All fees are non-cancellable and non-refundable and are based on Services subscriptions purchased and not actual usage. Extra charges will apply if you exceed any usage limits at our then-current usage fees. Unless otherwise agreed between you and us, charges may be paid by wire transfer, standing order, cheque or credit card. Credit card payments will be subject to an a dditional 3% service fee. For the avoidance of doubt, you shall not be entitled to any refund in the event of unused Services.

Payment Terms

Unless otherwise set out in the Subscription Agreement, Service fees are payable annually or monthly in advance within 30 days after the date of invoice. All fees are exclusive of taxes, levies or duties imposed by taxing authorities, and Client shall be responsible for payment of all such taxes, levies or duties (excluding taxes based on the Company's income), even if such amounts are not listed on a Subscription Agreement. Client shall pay all fees in U.S. Dollars or in such other currency as agreed to in writing by the parties without set-off or deduction.

Overdue Charges

Unpaid invoices that are not the subject of a written good faith dispute are subject to interest at a rate of 1.5% per month on the outstanding balance, or the legal maximum interest rate, whichever is lower, plus all reasonable expenses of collection, in addition to any other remedies we may have.

Suspension Rights

We reserve the right to immediately terminate the Services if: (i) the billing or contact information provided by you is false or fraudulent; or (ii) you fail to make any payment due within ten business days after we have provided you with notice of such failure. Any suspension of the Services by us under this section shall not relieve you of your payment obligations under this Agreement. We will not be liable to you nor to any third party for any suspension of the Services resulting from your non-payment of fees.

Third Party Platforms and Content

Third Party Platforms

The c lient may choose to use Vonini’s Services with any platform, add-on, website(s), service or product not provided by Vonini that Client elects to integrate or enable for use with the Services (“ Third-Party Platforms “). However, use of Third-Party Platforms is subject to Client’s agreement with the relevant provider. Vonini does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability or interoperability or how the Third-Party Platforms or their providers use any and all data including (without limitation) End-User data. If Client chooses to enable a Third-Party Platform to integrate or otherwise operate in connection with our Services, the Client authorizes Vonini to access and exchange Client Content and End-User data (including personally identifiable information) with the Third-Party Platform on the Client’s behalf.

Vonini recommends Client carefully read and abide by the terms of use and privacy policies of any Third-Party site and content that they choose to use in conjunction with Vonini. All opinions, advice, statements, content, services, offers or any other information expressed or found on a  Third-Party Platform, are those of the respective third-party and do not necessarily state or reflect the views or processes of Vonini.

O wnership and  L icense

The Services are licensed and not sold to you. All rights not expressly granted to you in this Agreement are reserved and retained by us. You may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, use or sell any Content or other Content (other than Customer Content) appearing on or through the Services. You must not modify, build upon or block any portion or functionality of the Services. We grant you a limited, revocable, non-sublicensable license to reproduce and display the Content (excluding software code) in connection with using the Services during the Subscription Term. No Service, nor any part of any Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not misuse the Services. You may use the Services only as permitted by law. The licences granted by us terminate if you do not comply with this Agreement.

Documentation

Vonini  hereby grants to Client a non-exclusive, non-transferable, worldwide right during the Subscription Term to access and use the user documentation relating to the operation and use of the Services that are provided by the Company to Client under this Agreement, as updated by Vonini from time to time ("Documentation"). Vonini, its suppliers and licensors own and retain all rights in the Documentation. The Documentation is protected by copyright, trademark, patent, trade secret and other laws.

Software

We may provide the Client software products ("Software") for use in connection with the Service. We grant you a limited, personal, worldwide, non-sublicensable, non-transferable, non-exclusive license to install and execute the Software on machines operated by or for you solely to permit you to use the Services during the Subscription Term. Any Software is licensed and not sold. Software may include code that is licensed under third party license agreements, including open source, made available or provided with the Software, as applicable. The Company, its suppliers and licensors own and retain all rights in the Software. The Software is protected by copyright, trademark, patent, trade secret and other laws.

Restrictions

Client shall not (and shall not permit others to): (i) license, sub-license, sell, transfer, distribute or share the Services, Software or Documentation or make any of them available for access by third parties; (ii) create derivative works based on or otherwise modify the Services, Software or Documentation; (iii) disassemble, reverse engineer or decompile the Services or Software or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to or provided with the Services; (iv) access the Service, Software or Documentation in order to develop a competing product or service; (v) use the Service, Software or Documentation to provide a service for others; (vi) use the Vonini Platform to operate more or different type of applications than permitted under the applicable Subscription Agreement; (vii) remove or modify a copyright or other proprietary rights notice on or in the Services, Software or Documentation; (viii) use a computer or computer network to cause physical injury to the property of another; (ix) violate any applicable law or regulation; (x) disable, hack or otherwise interfere with any security, digital signing, digital rights management, verification or authentication mechanisms implemented in or by the Services; (xi) include, send, store or run software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs from the Services; (xii) cause a computer to malfunction, regardless of how long the malfunction persists; or (xiii) alter, disable, or erase any computer data, computer programs or computer software without authorization.

Feedback

If you or any of your customers ("Customers") sends information to us, for example feedback, comments or suggestions, you grant us a perpetual, sub-licenseable, royalty-free, transferable license to use, modify and incorporate this information into our products and Services. You also agree to waive all moral rights in and to that information.

Modifications

We are entitled to modify or update the Services from time to time in order to adapt it technically, to change menu guidances or layouts or to expand or limit functionality.

Client Content and License

Content

Client acknowledges and agrees that Vonini has the right, at any time and for any reason, to redesign or modify the Vonini Materials and other elements of the Platform or any part thereof.

As an Account holder, you may submit and publish Client Content on the Vonini Platform. Client Content is the Content that you upload to the Service. You are exclusively responsible for all Client Content and the consequences of submitting and publishing your Content on the Service. Please choose carefully the Content that you post on the Service. We do not verify the accuracy, quality, content or legality of Client Content. We may, but are under no obligation to, monitor, view, analyze or edit any Client Content. We are not responsible for preventing or identifying infringement of intellectual property rights or non-compliance with Applicable Laws. Vonini will not be liable, directly or indirectly, in any way for any damage or loss caused or alleged to be caused by or in connection with Client Content.

Responsibility To Obtain Consents

You are responsible for obtaining all necessary consents, licenses and waivers required to create, record, submit, publish and use Client Content in connection with the Services. These may include consents, licenses and waivers from copyright, trademark and other intellectual property owners, and any other individuals involved in creating Client Content. In addition, you are responsible to pay all applicable royalties, fees and other amounts owing to any Person in connection with the use of any Client Content.

Ownership and License

As between you and us, you retain all rights of ownership of the Client Content. By uploading, displaying or publishing your Content to the Service, you grant us a worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable and transferable license to use, reproduce, modify, distribute, display and perform your Content in connection with the Services. This license is necessary for the Company to perform the Services. For example, without the right to modify Client Content, we would not be able to format Content to satisfy technical requirements for online display. This license allows us to: (i) deliver Client Content in accordance with the preferences set by Client utilizing the Vonini Platform; (ii) secure, encode, reproduce, host, cache, route, reformat, analyze and create algorithms and reports based on access to and use of Client Content; (iii) use, enhance, personalize, exhibit, broadcast, publish, publicly display, publicly perform, distribute, create derivative works of, promote, copy, store, and/or reproduce (in any form) Client Content on or through the Service; and (iv) utilize Client Content to test the Company's internal technologies and processes. You also grant us, and allow us to grant each Customer or other user of the Services, a non-exclusive license to view Client Content through the Service. We reserve the right to retain (but not display, distribute or publish) server copies of Client Content that have been removed or deleted from the Services.

 Except as expressly stated herein, nothing in this Agreement shall be considered as granting any rights to third parties. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Prohibited Content

Some Content is prohibited on the Service. You agree that you will not upload or use in connection with the Service any prohibited Content including, without limitation, Content that: (i) is pornographic, sexually explicit or offensive or contains a link to an adult website; (ii) contains graphic or gratuitous violence; (iii) conveys a message of hate against any individual or group; (iv) encourages or glorifies drug use; (v) is predatory in nature, or is submitted for the purpose of harassment or bullying; (vi) is highly repetitive and/or unwanted including "Spam" messages; (vii) promotes or incites racism, bigotry, hatred or physical harm of any kind against any group or individual; (viii) constitutes or promotes information that Client knows is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (ix) furthers or promotes criminal activity or provides instructional information about illegal activities; or (x) violates or attempts to violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any Person. We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates these provisions including removing the offending Content without prior notice, terminating or suspending Client's Account or access to the Service and/or reporting such Content or activities to law enforcement authorities.

Content Preservation and Disclosure

We may preserve and store Client Content and/or disclose Client Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal processes; (ii) comply with this Agreement; (iii) respond to claims that any Client Content violates the rights of any Person; or (iv) protect the rights, property, or personal safety of the Company, Customers and/or the public.

Anonymized User Data

In using the Services you hereby grant Vonini full rights to anonymize your Service Data and information so that it does not identify you as a user, identify specific transactions carried out by you, or contain any other confidential user information ("Anonymous Data"). You agree that the Company: (i) has full ownership over Anonymous Data; (ii) has full license to create derivative works and extract information from Anonymous Data; (iii) has full license to combine Anonymous Data (hereafter "Aggregate Data"); (iv) has the right to use the Aggregate Data on an Aggregate Basis (as defined below) only in the furtherance of the Company's business; and (v) may disclose, sell and publish Aggregate Data on an Aggregate Basis to any party through any means. "Aggregate Basis"refers to the combination of parts of information collected or processed from the user, not containing the user's name, with other information from any or all other users of the Services. Vonini asserts that user information used on an Aggregate Basis will not be used in a manner that discloses any individually identifiable information about the user or any specific transactions in which the user has engaged.

The Company is prohibited from disclosing user information other than on an Aggregate Basis (as defined below), except in accordance with the Privacy Policy or with your express consent.

Responsibility To Obtain Consents

You are exclusively responsible for obtaining all necessary rights, releases and consents from Customers and other third parties to allow Client Data and Customer Data to be collected, used and disclosed in the manner contemplated by this Agreement and to grant the Company the rights set out in this Agreement to us. We rely on you to obtain all consents from, and provide all disclosures to, Customers as required under Applicable Law. By using the Services, you represent and warrant to Vonini that you have obtained all necessary rights, releases and consents from Customers and other third parties to allow Client Data and Customer Data to be collected, used and disclosed in the manner contemplated by this Agreement and to grant us the rights set out in this Agreement.

Publicity

In agreeing to these terms you  permit us to list you as a client and use your standard logo for our promotional and marketing for the duration of the Subscription Term.

Force Majeure

Except for the Client’s obligation to pay fees for the Services, neither party will be responsible for failure of performance due to causes beyond its control. Such causes will include, without limitation, accidents, fire, lockout, flood, war, riot, theft, epidemic, pandemic or quarantine, earthquake, tornado or other natural disaster, labour disputes, civil or military authority, actions of any government agency, shortage of materials, acts of terrorism or the stability or availability of the Internet or required services.

Waiver and Amendment

A waiver or amendment of any point in the terms of this agreement is only effective if it is in writing and only against the party who signed such writing and for the circumstances given. Any modification of this Agreement must be in writing and signed by both parties.

Relationship of the Parties

The Client and Vonini are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the two parties.

Necessary Equipment to Use the Services

The Client is  responsible for obtaining and maintaining all telecommunications, broadband, computer hardware, software, equipment and services needed to connect to, access and use the Services.

Governing Law

If you reside in the US or your business is located in the US: You and we agree to arbitrate any claim, cause of action, or dispute between you and us that arises out of or relates to any access or use of the Services for business or commercial purposes (“commercial claim”). This provision does not cover any commercial claims relating to violations of your or our intellectual property rights, including, but not limited to, copyright infringement, patent infringement, trademark infringement, or efforts to interfere with our Services or engage with our Services in unauthorized ways.

We and you agree that, by entering into this arbitration provision all parties are waiving their respective rights to a trial by jury or to participate in a class or representative action. THE PARTIES AGREE THAT EACH MAY BRING COMMERCIAL CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. You may bring a commercial claim only on your own behalf and cannot seek relief that would affect other parties. If there is a final judicial determination that any particular commercial claim (or a request for particular relief) cannot be arbitrated in accordance with this paragraph’s limitations, then only that commercial claim (or only that request for relief) may be brought in court. All other commercial claims (or requests for relief) remain subject to this paragraph. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. All issues are for an arbitrator to decide, except that only a court may decide issues relating to the scope or enforceability of this arbitration provision or the interpretation of the prohibition of class and representative actions. If any party intends to seek arbitration of a dispute, that party must provide the other party with notice in writing.

All commercial claims between us, whether subject to arbitration or not, will be governed by Utah law, excluding Utah’s conflict of laws rules, except to the extent that Utah law is contrary to or preempted by federal law. If any term or provision of this Section is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Section or invalidate or render unenforceable such term or provision in any other jurisdiction. If for any reason a Dispute proceeds in court rather than in arbitration, the parties hereby waive any right to a jury trial.