Terms & Conditions of Use
EFFECTIVE MAY 4, 2020
Please read THESE TERMS carefully as THEY (among other things) provide that you and VCINITY will arbitrate certain claims instead of going to court and that you will not bring class action claims against VCINITY. Please only create a user account or otherwise use the sites if you agree to be legally bound by all terms and conditions herein. If you are viewing this on your mobile device, you can also view this Agreement via a web browser at https://VCINITY.IO/terms-use. Your acceptance of this Agreement creates a legally binding contract between you and VCINITY.
VCINITY may make modifications, deletions and/or additions to these Terms (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after VCINITY provides notice of the Changes, whether such notice is provided through a Site’s user interface, is sent to the e-mail address associated with your account, or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of these Terms incorporating the Changes, whichever comes first.
Use of the Sites by anyone under the age of 18 is prohibited. By using the Sites, you represent, acknowledge, and agree that you are at least 18 years of age.
VCINITY provides content through the Sites that is copyrighted and/or trademarked work of VCINITY or VCINITY’s third-party licensors and suppliers or other users of the Sites (collectively, the “Materials”). Materials may include logos, graphics, video, images, software, and other content.
Subject to the terms and conditions of these Terms, and your compliance with these Terms, VCINITY hereby grants you a limited, personal, non-exclusive, revocable and non-transferable right to use and to display the Materials and to use the Sites solely in accordance with the functionality of the Sites for your personal use. Except for the foregoing right, you have no other rights in the Sites or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance, or in any way exploit any of the Sites or Materials in any manner.
If you breach any of these Terms, the above right will terminate automatically and you must immediately destroy any downloaded or printed Materials.
Using the Sites and the Services on the Sites.
You can simply view the Sites. You need not register with VCINITY to simply visit and view the Sites. However, in order to access certain portions of the Sites, you may be required to provide specific information and to create a user ID and password to establish an account. You agree that the information you provide in connection with establishing any account is accurate and that you will keep your information up-to-date. You are responsible for the security of all of your user names, passwords, and registration information (such as unique account identifiers), and you are solely responsible for any use (authorized or not) of your account(s). You agree to notify us immediately of any unauthorized activity regarding any of your accounts or any other breach of security. We may, in our discretion, suspend or terminate any of your user names and passwords at any time with or without notice. In addition, you agree not to use false or misleading information in connection with your user account and acknowledge that VCINITY reserves the right to disable any user account with a profile which VCINITY believes (in its sole discretion) is false or misleading (including a profile that impersonates a third party).
Links to Third-Party Sites.
You agree to indemnify and hold VCINITY and its affiliated companies and its and their officers, directors, employees, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including, without limitation, attorneys’ fees and costs of defense) VCINITY or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand arising from your use or misuse of the Sites, including, without limitation, any such claim or demand that such use or misuse violates any applicable law or regulation, or violates the copyrights, trademark rights, or other rights of any third-party, provided, that the foregoing does not obligate you to the extent the claim or demand arises out of VCINITY ‘s willful misconduct or gross negligence. These indemnity obligations will survive termination of your relationship with VCINITY or your ceasing to use the Sites. VCINITY reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate with VCINITY in asserting any available defenses.
Vcinity is a trademark of VCINITY in the United States. Other trademarks, names, and logos on the Sites are the property of their respective owners. Unless otherwise specified in these Terms, all Materials, including such trademarks and all information and screens appearing on the Sites, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of VCINITY or its licensors. All rights not expressly granted herein are reserved by VCINITY. Except as otherwise required or limited by applicable law or as expressly set forth herein, you agree not to license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make any unauthorized use of the Materials. You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, algorithm or programs underlying the Materials. VCINITY reserves the right to modify or discontinue the Sites or any version(s) thereof at any time in its sole discretion, with or without notice..
When you use certain features or materials on the Sites, or participate in a particular promotion, event or contest through the Sites, such use or participation may be subject to additional terms and conditions posted on the Sites. Such additional terms and conditions are hereby incorporated within these Terms and you agree to comply with such additional terms and conditions with respect to such use or participation.
You may terminate these Terms at any time, for any reason or for no reason, by contacting us at email@example.com. You agree that VCINITY, in its sole discretion and for any or no reason, may terminate these Terms, your account, or your use of the Sites, at any time and without notice. VCINITY may also, in its sole discretion and at any time, discontinue providing the Sites, or any part thereof, with or without notice. You agree that VCINITY shall not be liable to you or any third-party for any such termination. The Sections titled “Links to Third-Party Sites,” “Indemnification,” “Proprietary Rights,” “Additional Terms,” “Termination,” “Disclaimer of Warranties,” “Limitation of Liability,” “Arbitration,” “Local Laws; Export Control,” “Feedback” and “General” will survive any termination of these Terms.
Disclaimer of Warranties.
Your use of the Sites is at your own risk. The Materials have not been verified or authenticated, in whole or in part, by VCINITY and they may include inaccuracies or typographical or other errors. VCINITY does not warrant the accuracy or timeliness of the Materials contained on this Site. VCINITY has no liability for any errors or omissions in the Materials, whether provided by VCINITY, our licensors or suppliers, or other users.
VCINITY, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED, OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SITES OR ANY MATERIALS RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE SITES, INCLUDING, WITHOUT LIMITATION, THE MATERIALS. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITES, MATERIALS, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE SITES ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE,” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. VCINITY DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE, OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Limitation of Liability.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL VCINITY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE TO YOU FOR (A) ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) WHICH ARISE OUT OF OR RELATE TO THE SITES, INCLUDING YOUR USE THEREOF, OR ANY OTHER INTERACTIONS WITH VCINITY, EVEN IF VCINITY OR A VCINITY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) ANY DAMAGES WHATSOEVER IN EXCESS OF ONE HUNDRED UNITED STATES (US$100.00) DOLLARS (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, LOSS OF USE, OR OTHER INTANGIBLE LOSSES) HOWEVER ARISING, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY AND EVEN IF VCINITY KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, IN WHICH CASE VCINITY’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
This “Arbitration” section is referred to herein as the “Arbitration Agreement.” The parties agree that any and all controversies, claims, or disputes between you and VCINITY arising out of, relating to, or resulting from these Terms, shall be subject to binding arbitration pursuant to the terms and conditions of this Arbitration Agreement, and not any court action (other than a small claims court action to the extent the claim qualifies). The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
Class Action Waiver. THE PARTIES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).
Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures (the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would, including, without limitation, the limitation of liability provisions in these Terms. You may visit http://www.adr.org for information on the AAA and https://apps.adr.org/webfile for information on how to file a claim against VCINITY.
Venue. The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or VCINITY may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on each party, but subject to the arbitrator’s discretion to require an in-person hearing if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by either or both parties unless the arbitrator requires otherwise.
Governing Law. The arbitrator will decide the substance of all claims in accordance with the laws of the state of California, without regard to its conflicts of laws rules, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users of the Sites, but is bound by rulings in prior arbitrations involving you to the extent required by applicable law.
Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees“) will be governed by the AAA’s Rules. Each party will be responsible for all other fees it incurs in connection with the arbitration, including, without limitation, all attorney fees.
Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
Severability. If a court decides that any term or provision of this Arbitration Agreement, other than the Class Action Waiver, is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court decides that any of the provisions of the Class Action Waiver are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of these Terms will continue to apply.
Local Laws; Export Control.
VCINITY controls and operates the Sites from the United States of America and the Materials may not be appropriate or available for use in other locations. If you use the Sites outside the United States of America, you are responsible for following applicable local laws. You agree to comply with all export and re-export restrictions and regulations of the Department of Commerce and any other United States or foreign agencies and authorities in connection with your use of the Sites and you agree that you shall not transfer, or authorize the transfer, of any content to a prohibited country or otherwise in violation of any applicable laws. In particular, but without limitation, the content may not be exported or re-exported, in violation of any applicable laws, (a) into any U.S. embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By using any content subject to any such restrictions and regulations, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
If you provide any communications, comments, questions, suggestions, or related materials to VCINITY, whether orally, in writing or otherwise (collectively, “Feedback”) with respect to the Sites or Materials, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and VCINITY is free to use and otherwise exploit, without any attribution or compensation to you, such Feedback, including all intellectual and other proprietary rights therein, for any purpose whatsoever, including, but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that VCINITY is not obligated to use, display, reproduce, or distribute any such Feedback, and you have no right to compel such use, display, reproduction, or distribution. If an assignment of all right, title, and interest in any Feedback is barred by applicable law, you nevertheless hereby grant to VCINITY an irrevocable, perpetual, worldwide, non-exclusive, royalty-free, unrestricted license to use, distribute, make, exploit, practice, reproduce, modify, adapt, publish, translate, publicly perform, publicly display, and otherwise exploit, and authorize others to do so, all such Feedback in any manner whatsoever, in any medium now known or later developed, without compensation, attribution, or any obligation to you or to any other person or entity.
If the use of the Sites by you or anyone using your account, in VCINITY sole discretion, violates these Terms or any other VCINITY agreement or policy, is objectionable or unlawful, or interferes with, disrupts, or degrades the functioning or use of the Internet, the Sites, or our computer systems in any manner that in our sole discretion could damage, disable, overburden, impair, or interfere with any other party’s use of any of the Sites then, without limiting any other right or remedy, VCINITY may suspend, deny, or restrict your access to the Sites (and to take any other action VCINITY deems appropriate to protect VCINITY, our users, and other customers). You agree not to re-join or attempt to use the Sites if VCINITY has banned or suspended you. Any illegal activities undertaken in connection with the Sites may be referred to the authorities. Without limiting the general policy stated above, you agree not to use the Sites (including by linking to the Sites) in any manner that:
is unlawful, harmful to minors, threatening, harassing, abusive, defamatory, slanderous, fraudulent, gratuitously violent, obscene, deceptive, pornographic, libelous, invasive of another's privacy, or racially, ethnically, or otherwise offensive, hateful or abusive;
infringes or misappropriates VCINITY’s or a third party’s intellectual property, confidentiality, or other rights;
advocates or solicits violence, criminal conduct or the violation of law or the rights of any third party;
distributes advertising or promotional content;
compiles, uses, downloads, or otherwise copies any user information and/or usage information (whether or not such information constitutes personally identifiable information), or that impermissibly transmits, provides, or otherwise distributes such information to any third party;
provides material support or resources (or conceals or disguises the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States Government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
decompiles, disassembles, uses reverse engineering, or otherwise attempts to derive the source code for the computer systems and other technology that operate the Sites or that is available through the Site;
accesses (or attempts to access) any of the Sites’ content by any means other than through the interface that is provided by VCINITY. You specifically agree not to access (or attempt to access) any of the Sites’ content through any automated script or routine, including “robots,” “spiders,” “offline readers,” bots, web crawlers, or other means, that accesses the Sites’ content in a manner that sends more request messages to servers in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser;
interferes with or disrupts the Sites’ content (or the servers and networks which are connected to the Sites’ content), whether via malicious software or otherwise; and/or
reproduces, duplicates, redisplays, frames, makes copies of, or resells the Sites’ content for any purpose.
Subject to the Arbitration Agreement, California state law, and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. You agree that any action at law or in equity arising out of or relating to this Agreement or the Sites that is not subject to the Arbitration Agreement shall be filed only in the courts located in Santa Clara County in the State of California. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties and no other terms will be modified. VCINITY’s failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and VCINITY and supersede all prior or contemporaneous negotiations, discussions, or agreements between you and VCINITY about this Site. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by VCINITY without restriction.
If you have any questions about these Terms or otherwise need to contact VCINITY for any reason, you can write to us at Vcinity, Inc., 2055 Gateway Place, Suite 650, San Jose, CA 95110, call us at 408-841-4700, or email us at firstname.lastname@example.org.
Copyright © 2020 Vcinity, Inc., all rights reserved.