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VNDLY, INC.

Website Terms Of Use

Last Revised: December 14, 2019

These Terms of Use (the “Terms”) govern your access to and use of our website at www.vndly.com (the “Website”) that is provided by VNDLY Inc (“Company,” “us,” “we,” or “our”). IF YOU DO NOT AGREE TO THESE TERMS, YOU CANNOT USE THE WEBSITE.

These Terms govern use of the Website

  1. Use of the Website. These Terms, which incorporate our Privacy Policy, constitute a legally-binding agreement between Company and you. By using the Website you agree to be bound by and comply with these Terms. You may only use the Website in compliance with these Terms. The Website is not intended for use by you if you are under 18 years of age. By agreeing to these Terms, you are representing to us that you are at least 18 years old.
  2. Purpose of the Website. The Website is provided solely for informational purposes and the purposes of enabling communication between you and the Company. The information provided is intended to be general in nature and does not necessarily address all the terms, exclusions, and conditions applicable to our products and services.
  3. Website Ownership. The Website and all associated content (including any derivatives of or enhancements to the same), and all intellectual property rights to the same (including trademarks, service marks, trade names, trade dress), that appear in connection with the Website, are owned by or licensed to Company. You acknowledge and agree that you are solely responsible for complying with the applicable restrictions on use of the Website, copyrighted materials and trademarks that you see, hear, and use on the Website. You understand that any unauthorized use of such intellectual property would result in irreparable injury for which money damages would be inadequate. You further acknowledge that, in the event of any such unauthorized use, the Company or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use.
  4. Questions regarding the use of any intellectual property provided on the Website should be directed to info@vndly.com
  5. License. Company grants you a revocable right to use the Website solely in accordance with these Terms. The Website is being licensed, not sold, to you by Company only for use under the Terms. You do not acquire any right, title or interest in or to the Website or any associated content other than the limited license granted to you by these Terms. Any rights not expressly granted to you in these Terms are expressly reserved.
  6. Privacy Policy. Any information you provide to us is subject to our Privacy Policy, which is incorporated into these Terms and governs our collection and use of your information. By using the Website you consent to the collection and use of this information as provided by our Privacy Policy.
  7. Prohibited Conduct. You will not use the Website for any type of inappropriate use. Company has the right to determine whether any particular use constitutes inappropriate use of the Website. The following are examples (although not a complete list) of inappropriate uses that are prohibited:

    1. Transmitting or otherwise providing any harmful or objectionable content using the Website, including content that (i) violates or infringes in any way upon the rights of others, such as any copyright, trademark, patent, trade secret, moral right, or other proprietary right of any person or entity, (ii) impersonates another or is fraudulent, unlawful, threatening, abusive, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, pornographic, abusive, or otherwise reasonably objectionable, or (iii) encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law.
    2. Uploading spyware or any other malicious software to the Website.
    3. Using the Website in a manner harmful to Company or any third party.
    4. Using the Website in any way that violates any applicable laws, rules, or regulations.
    5. Taking any action that imposes an unreasonable or disproportionately large load on the Website infrastructure or that otherwise adversely affects performance of the Website.
    6. Using the Website for unauthorized framing of or linking to, or access via automated devices, bots, agents, scraping scripts, intelligent search or any similar means of access to the Website or any other materials or information available from the Website.
    7. Engaging in any other action that, in the judgment of Company, exposes it or any third party to potential liability or detriment of any type.
  8. Third-Party Websites. Links to third-party websites are provided for your convenience and reference only. We have no control of these sites, and we are not responsible for their content. We do not endorse, and are not responsible in any way for, any content on these sites and we expressly disclaim any endorsement or responsibility for such content. When you travel from the Website to another website, whether through links provided on the Website or otherwise, you will be subject to the privacy policies (or lack thereof) of these sites. We caution you to use good judgment and to assess the privacy policy of these sites before you provide any personal information.
  9. United States Only. The Company is based in the State of Ohio in the United States. The Company provides this Website for use only by persons located in the United States. We make no claims that the Website or any of its contents are accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries.
  10. No Representations and Warranties. YOU AGREE THAT YOUR USE OF THE WEBSITE SHALL BE AT YOUR OWN RISK. THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, FOR USE BY YOU AT YOUR OWN RISK WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY AND ITS OFFICERS, MEMBERS, MANAGERS, AFFILIATES, SUCCESSORS, ASSIGNS, AGENTS AND REPRESENTATIVES (COLLECTIVELY, THE “COMPANY PARTIES”) DISCLAIM ANY AND ALL WARRANTIES (1) THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS OR ACHIEVE CERTAIN RESULTS; (2) CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR COMPLETENESS OF THE WEBSITE OR INFORMATION AVAILABLE THROUGH THE WEBSITE; (3) OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE FOR THE WEBSITE.
  11. Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY OR THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT COMPANY OR THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE WEBSITE. YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY AND ITS THIRD-PARTY LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, OBSCENE OR UNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE WEBSITE AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. NEITHER THE COMPANY NOR ANY OF ITS THIRD-PARTY LICENSORS REPRESENT, WARRANT OR COVENANT THAT THE WEBSITE WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. THE COMPANY FURTHER MAKES NO WARRANTY THAT THE WEBSITE WILL BE FREE OF VIRUSES, WORMS OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK AND THAT THE COMPANY, ITS AFFILIATES AND THEIR THIRD-PARTY LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE WEBSITE OR YOUR USE THEREOF. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE IS TO STOP USING THE WEBSITE. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS, WHICH VARY BY JURISDICTION. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW.
  12. Liability. UNDER NO CIRCUMSTANCES SHALL COMPANY OR THE COMPANY PARTIES BE LIABLE TO YOU (A) FOR ANY AMOUNT IN EXCESS OF FIVE DOLLARS ($5); OR (B) ANY INDIRECT LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE WEBSITE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES OF ANY KIND. THE ALLOCATION OF RISK SET FORTH IN THESE TERMS IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND COMPANY. BY ACCESSING THE WEBSITE SUBJECT TO THESE TERMS OF USE, YOU UNDERSTAND THAT YOU ARE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY, WHICH PROVIDES 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 MATERIALLY AFFECT HIS OR HER SETTLEMENT WITH THE DEBTOR.” Some jurisdictions do not permit limitations of liability and in those jurisdictions some of the foregoing limitations may not apply to you. The limitations in these Terms shall apply to the fullest extent permitted by law.
  13. Limitation on Time to File Claims. YOU AGREE THAT YOU MAY ONLY COMMENCE A CAUSE OF ACTION RELATED TO THE WEBSITE WITHIN ONE (1) YEAR OF SUCH ACTION ACCRUING, AND ANY ATTEMPT TO BRING SUCH AN ACTION AFTER SUCH ONE (1) YEAR PERIOD IS BARRED.
  14. Indemnification. You agree to indemnify and hold harmless Company and the Company Parties from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys' fees and costs) brought by third-parties arising out of, related to, or that may arise in connection with any actual or alleged violation or breach of any of the representations, warranties, agreements or promises made by you in these Terms or based on your use of the Website.
  15. Termination and Restriction of Access. In its sole discretion, the Company may terminate or suspend your access to the Website for breach of these Terms. The Company shall not be liable for any losses or damages arising from any such termination of service.
  16. Modification. Company may modify these Terms. You should review the Terms regularly. Company will post notice of modifications to these Terms on the Website. The effective date of any Terms will be reflected in the “Last Revised” entry at the top of these Terms. Your continued use of the Website after any such change is communicated shall constitute your consent to such change(s). If you do not agree to the modified terms for the Website, you should discontinue your use of the Website.
  17. Arbitration

    1. YOU AND COMPANY EACH AGREE TO FIRST CONTACT EACH OTHER WITH ANY DISPUTES AND PROVIDE A WRITTEN DESCRIPTION OF THE PROBLEM, ALL RELEVANT DOCUMENTS OR INFORMATION AND THE PROPOSED RESOLUTION. YOU AGREE TO CONTACT US WITH DISPUTES BY CONTACTING US AT VNDLY, 8301 CHERRYDALE CT, MASON OH 45040, USA. WE WILL CONTACT YOU BASED ON THE CONTACT INFORMATION YOU HAVE PROVIDED US.
    2. IF YOU AND COMPANY CANNOT RESOLVE ANY DISPUTE AFTER 30 DAYS, THE PARTY SEEKING TO PURSUE A CLAIM WILL SUBMIT THE CLAIM TO ARBITRATION CONSISTENT WITH THIS SECTION. THE PARTIES UNDERSTAND THAT THEY WOULD HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE THEIR CASE, BUT THEY CHOOSE TO HAVE ANY DISPUTES RESOLVED THROUGH ARBITRATION.
    3. ANY CLAIM OR DISPUTE BETWEEN YOU AND COMPANY, AND ANY CLAIM BY EITHER AGAINST ANY AGENT, EMPLOYEE, SUCCESSOR, OR ASSIGN OF THE OTHER, INCLUDING THIRD PARTIES, WHETHER RELATED TO THESE TERMS OR OTHERWISE, INCLUDING PAST, PRESENT, AND FUTURE CLAIMS AND DISPUTES, AND INCLUDING ANY DISPUTE AS TO THE VALIDITY OR APPLICABILITY OF THIS ARBITRATION CLAUSE, SHALL BE RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE JAMS UNDER ITS RULES AND PROCEDURES IN EFFECT WHEN THE CLAIM IS FILED. THE RULES AND PROCEDURES AND OTHER INFORMATION, INCLUDING INFORMATION ON FEES, MAY BE OBTAINED FROM JAMS' WEBSITE (WWW.JAMSADR.COM) OR BY CALLING JAMS AT 949-224-1810.
    4. EITHER YOU OR COMPANY MAY BRING APPLICABLE CLAIMS IN SMALL CLAIMS COURT. ALSO, YOU AND COMPANY EACH AGREE THAT ANY ARBITRATION WILL BE SOLELY BETWEEN YOU AND US, NOT AS PART OF A CLASSWIDE CLAIM. IF ANY COURT OR ARBITRATOR DETERMINES THAT THIS CLASSWIDE RESTRICTION IS UNCONSCIONABLE OR UNENFORCEABLE, THEN OUR AGREEMENT TO ARBITRATE DOES NOT APPLY AND THE CLASSWIDE DISPUTE MUST BE BROUGHT IN COURT.
    5. NOTHING IN THIS SECTION 12 WILL LIMIT COMPANY’S ABILITY TO SEEK EQUITABLE RELIEF IN ANY COURT OF COMPETENT JURISDICTION.
  18. Class Action Waiver. TO THE FULLEST EXTENT ALLOWED BY LAW, YOU AND COMPANY EACH WAIVE ANY RIGHT TO PURSUE A DISPUTE ON A CLASSWIDE BASIS, INCLUDING BY JOINING A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY OR TO ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR PROCEEDING.
  19. Jury Trial Waiver. TO THE EXTENT ALLOWED BY LAW, YOU AND COMPANY EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
  20. Governing Law; Venue. These Terms and the use of the Website will be governed by Ohio law without regard for its conflict of laws principles. For any claims not subject to the arbitration provisions of these Terms, all claims arising out of relating to these Terms or the Website, except as set forth in the Terms, must be litigated either in a federal court of the Southern District of Ohio or a state court located in Hamilton County and you and Company consent to the personal jurisdiction of such courts.
  21. No Third-Party Beneficiaries or Partnership. These Terms do not create any third-party beneficiary rights or a joint venture, partnership, employment, or agency relationship.
  22. Force Majeure. Company will not be liable for any delay or failure to perform resulting from causes outside its reasonable control or unforeseen circumstances, such as acts of nature, fire, flood, earthquake, accidents, strikes, war, terrorism, governmental act, failure of common carriers (including without limitation internet service providers and web hosting providers), or shortages of transportation facilities, fuel, energy, labor, or materials.
  23. Complete Agreement. These Terms constitute the entire and exclusive agreement between you and Company with respect to the Website, and supersede and replace any other agreements, terms and conditions applicable to the Website. The headers for these Terms are for convenience only and will not affect the interpretation of these Terms. If a provision of these Terms is found unenforceable the remaining provisions will remain in full force and effect, and an enforceable term will be substituted reflecting our intent as closely as possible.
  24. Assignment. Company may assign any of its rights under these Terms to an affiliate or to any successor in interest to the business of Company. You may not assign your rights under these Terms and any such purported assignment is void.
  25. Waiver of Terms. The failure of Company to enforce these Terms for any period of time does not constitute a waiver of its right to enforce these Terms.
  26. Company Contact Information. Questions can be directed to the Company at: info@vndly.com.