Terms of Service (“Terms”)
Terms last revised: October 10th, 2022.
Thank you for using Vintro™ Procurement platform (“Marketplace”). In order to protect the rights and interests of users and Vintro, please read the following Terms before you register with the Site, transact with other users or use the Services.
These Terms of Service (“Terms”) govern the use of the Marketplace website and any other Marketplace mobile applications made available or operated by Vintro from time to time and other directly related services offered from time to time by Vintro. Vintro and Vintro Procurement are owned and operated by The Krowd Inc. (“we”, “us”, or “Vintro”) These Terms do not govern, nor are they related to, the use of other Vintro website or services such as Deal Flow or leaders introduction and review platforms. “You” or “User” refers to You as a user of the Site or Services.
BY USING THE SITE OR SERVICES, YOU ARE AGREEING TO THESE TERMS. PLEASE READ THEM CAREFULLY.
By registering with or using the Site or any related application or Services, User and any member of User Team expressly agrees to be bound by the Terms and represents that User, and any person acting, or purporting to be acting, on User’s behalf in connection with the Site and the Services, is authorized to agree to all Terms and transact as provided for herein. These Terms govern the rights and obligations between Vintro, User, User Team other users and other relevant parties. Vintro reserves the right to refuse any party the use of the Site or Services.
The Vintro Marketplace is a Site and Services designed and operated for commercial enterprises and dealings between and amongst such enterprises. Consumer protection guidelines, rules and regulations are not applicable for any dealings in connection with the Site, Services and the Terms.
Unless otherwise provided for herein, defined terms shall have the following meaning ascribed to them.
“Add-On Fees” means fees in addition to the Fee as such fees (if any) may be charged by Vintro in accordance with fee schedules published by Vintro from time to time on the Site. It is user responsibility to continually consult the Site for updates to the fee schedules.
“Buyer” means a User interacting with the Site for the purpose of listing online solicitation or requests for offers for goods and services from other users.
“Fair Use” has the meaning provided for in Clause 3.vii.
“Fee” has the meaning provided for in Clause 15.ii.
“Listing” has the meaning provided for in Clause 3.x.
“Personnel” means any officer, employee, contractor or consultant of Vintro.
“Site” means the Vintro Marketplace website and any other Vintro Marketplace online or mobile applications made available or operated by Vintro from time to time.
“Services” means the Site, including, inter alia, operation of any of its functionalities, and any other directly related services offered from time to time by Vintro.
“Supplier” means a User interacting with the Site for the purpose of soliciting Buyer interest and replying to Buyer Listings with an offer or offers to supply goods and services.
“User Team” means any personnel interacting with the Site on behalf of or otherwise with the knowledge of User or directly or indirectly using User’s access data or access infrastructure in connection with a Listing or a proposed transaction.
“Verification” shall have the meaning provided for in Clause 3.iv.
“Vintro Entities” shall have the meaning provided for in Clause 16.ii.
Scope of the Terms
- In addition to the provisions contained in these Terms, the privacy policies, statements, rules for use, and other relevant policies announced by Vintro on the Site from time to time constitute the content of the Terms, which shall be incorporated by reference and have the same effect as these Terms. Where such privacy policies, statements, rules for use and other relevant policies are incompatible with these Terms, the more specific provisions, and absent that the more recent provisions, shall have pre-eminence.
- If You do not agree to be bound by any of these Terms, You shall not register or use the Site or the Services. If You register or use the Site or the Services in any way, User and anyone acting as User Team explicitly agrees to the Terms as in effect from time to time.
Changes in Terms
- Based on various factors such as, inter alia, compliance, legal and regulatory environment, business environment, streamlining, enhancement of User experience, or industry practice, Vintro may at any time unilaterally adjust or change the content of these Terms without consent of the User.
- It is User’s responsibility to keep User’s contact details up to date. If User does not agree to the adjustment of or change to the Terms, User shall immediately stop using the Site or Services. If User continues to use the Site or Services, User shall be deemed to agree to the adjustment of or change to the Terms.
Account registration; Usage; Security
- User shall be a registered legal entity in good standing. User represents that no action has been taken that could lead to its being declared or found insolvent, bankrupt or being wound up or otherwise deregistered. The User Team individual acting on behalf of the User represents, and by continuing to use the Site is deemed to have represented, on its own behalf and that of the User, to at all times be appropriately authorised by User to act on such User’s behalf in taking actions and making and receiving notifications. User agrees to be bound by the actions of the User Team and that all actions by, and information obtained by, its representative and User Team are fully attributable to User. If any member of User Team is a person under assistance or a person who has become subject to an order of guardianship, preliminary, permanently or otherwise, User shall not be registered until the consent of the legal representative, guardian or assistant is obtained and evidenced. If any User Team member’s capacity is deficient, User shall be jointly liable with such individual’s legal representative, guardian, or assistant, especially if, inter alia, such legal representative, guardian, or assistant has failed to sufficiently and diligently ensure that such person did not have access to electronic media allowing him/her to access the Site or Services.
- User agrees to provide accurate User Team data and company data, as the case may be, when registering the account, and shall update such data at any time there is any change. If information provided by the User is false or not updated in time, resulting in direct or indirect damages to Vintro, User agrees to hold Vintro harmless of such damages including related legal and enforcement costs.
- At no time shall User or User Team use an account or communication name that may be deemed unlawful, unethical, seeking to pass off, in breach of the Terms or user rules of the Site or Service, or otherwise be considered as intentionally offensive.
- After User completes the application for registration, Vintro will conduct cursory user verification (“Verification”) either directly with its own resources or through third party services such as, inter alia, company verification tools provided or operated from time to time by Dun & Bradstreet. Vintro may at any time conduct further in-depth background checks into User’s business, company details, User Team members and goods and services sought or offered by Buyers or Suppliers in connection with the Sites and Services and Listings thereunder. Following successful Verification, User will obtain use of the Site or Services.
- Use of the Site is granted to the initial applicant only. It is prohibited to temporarily or indefinitely donate, borrow, rent, transfer, sell the account or otherwise make the account, user name or password accessible to any other individual or legal entity than User. User and User Team shall take the necessary actions and precautions to safeguard access information and account details and only access the site from a secure environment and through legally licensed software and duly authorized and secure internet access.
- Subject to the Terms and all applicable relevant rules, laws and regulations, Vintro may grant User a limited, revocable, non-transferable and non-exclusive license to access, use or display the Site content (excluding software source codes), only for User’s good faith business use and related only to the use of the Site or Services. User shall not access, use, reproduce, redistribute, copy, adapt, modify, license, sell, transfer, publicly display, publicly execute, transmit, broadcast or otherwise develop derivative works of the Site or Services or the Site’s or Services’ content, or links to third party services contained therein, or otherwise use such content to compete with, or further third parties’ competition with, the Site or the Services, unless expressly otherwise permitted by the Terms. If User downloads or prints a copy of the content of the Site or Services for permitted use, Vintro shall retain the copyright and other proprietary notice prompts related to the downloaded or printed content.
- User and User Team shall choose sufficiently strong passwords and keep the registered account access information and account security properly safeguarded. If User has any indication, suspects or finds that the account may have been illegally accessed or used or that there is any abnormal situation that could adversely affect the security of the Site or security of the use, User shall notify Vintro immediately. Vintro may immediately suspend in whole or in part registration, access, transaction activity and subsequent processing of the account. Vintro shall in no case be liable to compensate User, User Team or any third party in connection with the management, maintenance, operation or security of the User account if any User details, including, inter alia, log-on credentials or passwords are used or accessed by a third party.
- User agrees to use the Site reasonably and with due regard to the interests of all participants and users to maintain the Vintro Marketplace operational as a safe and efficient purchasing and procurement environment (“Fair Use”).
- All actions or omissions of User Team are at all times fully attributable to User irrespective of any direct or individual liability or accountability of User Team.
- If the User wishes to request or solicit one or more offers for the sale of goods or services from other users, such Buyer may create a post or listing (“Listing”) with details of the goods and services sought and other products, services or supplier specifications, including, inter alia, delivery time and conditions, prices, communications details and set the meeting fees as provided for herein. Upon creation of a Buyer Listing by User, Vintro will, subject to these Terms and in its discretion, enable the Listing to be viewed by Suppliers. Vintro may further make the content of the Listing available for review to suppliers not yet registered on the Site or to third party service providers or online websites or apps including, inter alia, through links or promotions. Vintro may further use information about the Listing and sector, product or usage specific filter information in promotions of the Site, Services or Listings. Unless Vintro in its discretion through the user interface or dashboard enables the User to elect anonymity for any stage of the Listing and procurement process, User’s name or identity may be visible to other users or third parties throughout any stage of the process.
- Vintro and third party service providers, such as, inter alia, Dun & Bradstreet, may use information obtained about the User and User’s usage of the Site, Services or Listing, including, inter alia, information and data about User obtained in connection with User data provided by, on behalf of, or about User by third parties in connection with User’s registration, to advertise, promote or market the Vintro Marketplace or such third party service providers or to otherwise market or commercialise such information, data or metadata to or through third parties.
Contents of this Site
- As an intermediary and collaborative marketplace, this Site serves only for Users to carry out Listings and conduct assessments or negotiations of prospective transactions by Suppliers or Buyers. Any resulting transactions shall be agreed and performed by the relevant users directly outside the Site; the users may, however, continue to use the Site’s communication capabilities and services in connection with the negotiation of such transactions strictly at their own risk.
- Users may post or transmit information about various goods or services, offers, or requests therefor, on this Site, but they are unable to enter into binding transaction contracts with other users on this Site. The transaction contract, if and when concluded, only exists between the relevant users as parties to the transaction. Vintro does not have any actual or contractual relationship, participation or involvement with, or duty of care to, the users in connection with such prospective or actual transactions resulting from the operation or provision of the Site or Services in any form.
- The Site or Services may contain testimonials or statements provided by users or third parties. Such content is provided to the Site by these users or third parties and we do not control nor independently verify the testimonial content.
If any of the following circumstances occur in connection with a Listing or with a transaction hereunder or in connection with goods or services registered, offered or provided by a user, Vintro may at any time, with or without notice, remove any or all related information. User shall not solicit offers for, or offer:
- Items that may be deemed prohibited or restricted by relevant laws and regulations in any relevant jurisdiction
- Items that may be deemed to infringe on intellectual property rights of any nature or interfere with other legitimate rights of others
- Items that may be deemed to be connected to market abuse, illegal multi-level marketing or market manipulation, may be deemed insincere, culturally or racially offensive, propagating hate or discrimination or substance abuse of any kind in any relevant jurisdiction, in violation of human rights, harmful to minors, harmful to public health and safety, or subject to boycotts, embargos or sanctions
- Items that may otherwise adversely affect the operation of the Site or Services or be prohibited in any relevant jurisdiction.
- It is expressly stated and understood by User that, while it may at its discretion conduct high level or spot checks or may have certain measures in place to assist it in identifying contraventions, Vintro does not as a matter of course conduct any detailed and in-depth legal review of all listings, proposed transactions or goods and services offered or proposed terms related thereto. At no time shall Vintro be liable to User, Suppliers or Buyers or any third party if above circumstances may have occurred or persisted for any amount of time prior to Vintro becoming aware of such content, conducting a review or suspending or removing such content.
- If you at any time find that content may be in contravention of above circumstances, please immediately contact: firstname.lastname@example.org with ‘contravention’ in the subject line and an in detail description of the relevant Listing and circumstances including screenshots where possible.
- Except for fees expressly stated by Vintro in connection with the use of the Site and Services from time to time in the relevant fee schedules, there are currently no fees or charges to users for the use of the Site or the Services and any transaction users may conclude with another user or third party as a result of the permitted use of the Site or Services.
- User shall bear all taxes and fees (if any) arising from the use of the Site or the Services, as well as the related hardware, software, communication, network services, and other costs.
User’s responsibilities and obligations
- Vintro may at any time verify or confirm the accuracy of user registration data and User and User Team shall fully cooperate with such verification. Vintro may at any time, with or without notice employ third party providers to conduct the verification of User data. If User refuses Vintro’s audit, Vintro may at any time determine the User to have terminated this agreement.
- In case of violation of the Terms by User, or attributable to User, Vintro has the right to take such actions it reasonably deems appropriate, including but not limited to, deleting, suspending or removing illegal, infringing and inappropriate content from the Site, terminating User’s registration or accreditation, banning User from access or use of all or part of the Site or Services, and has the right to take appropriate legal action against User and User Team. Vintro may privately or publicly communicate, and contract, such actions to third parties as Vintro deems fit.
- All content, software programs, picture arrangements, pictures, text compositions, trademark/identifications, service names and intellectual property rights of the Site and Services are owned or licensed by Vintro, and shall not be used, copied, reproduced or otherwise processed without written authorization by Vintro. User, User Team or anyone violating, or otherwise unlawfully interfering with, those rights shall bear all legal liability and Vintro may claim direct and indirect damages resulting in whole or in part from such violation of interference including reasonable legal or enforcement costs and expenses.
User prohibited conduct
User and User Team recognize that the following actions and conduct are specifically prohibited:
- Using false information or using others’ data or information.
- Transfer, lease, or lend the account or account data to others for their use.
- False or misleading description, advertisements or labelling of goods or services or purchase or procurement requests or other conduct that are capable or designed to disrupt the purpose of the Site or good faith use by other users or third parties.
- Stating or disseminating content that is capable or designed to damage the business reputation or business and property interests of Vintro or other users or third parties.
- Publish on the Site content the nature of which is, in whole or in part, obscene, pornographic, promoting or enabling substance abuse or the trading of illegal substances, supporting gambling, violence, terror, or abetting hate or crime, fraudulent, or false and untrue, insulting, slanderous, threatening or violating third parties’ privacy.
- Obtaining, deleting, altering, or interfering with the electromagnetic records of computers or related equipment of Vintro, the Site or Services or others by way or data manipulation, phishing, computer programs or other direct or indirect physical, electromagnetic or other actions or means.
Breach of Terms
If Vintro determines that a breach or the Terms has, or may have, occurred, it may, at its discretion take any action it deems appropriate, including, inter alia, one or more of the following:
- In whole or in part suspend or terminate, temporarily or indefinitely, access to, or use of, any user account without prior notice and without providing detailed reasoning
- Hide, modify or delete information posted by User
- Delete User’s account and account history
- Cooperate with authorities or public offices or third parties in any investigations of misconduct or breach including the provision of records of user details, account activities or access history
Vintro shall in no case be liable to any User, User Team or any third party for any disruption, inconvenience or damage that may arise from the actions set forth above. Vintro shall not be required to provide copies or statements of deleted or restricted account activity to User.
- In case that User or User Team breach the Terms and such breach in whole or in part results in direct or indirect damages to Vintro or the Site, Vintro may claim damages from User.
- In case of any malware or malicious attack, phishing attack, denial of service attack, data theft, or similar actions, where such actions are perpetrated by or with the active or tacit aid of User, User Team or User’s infrastructure or access data or by a third party utilizing any part of Site functionality or software vulnerability, the User or the third party, as the case may be, accepts liability for any and all direct and indirect damages caused in whole or in part, including inter alia, loss of reputation, of Vintro and, in addition, liquidated damages of no less than one hundred thousand US Dollars for each incident and each user adversely effected. Vintro may use any and all actions and mechanisms or software programs, cookies, trackers, intrusive or passive, to investigate and pursue and enforce its interests to the maximum extent permitted by law; the party in breach or suspected to be in breach specifically consents to the use of such tools by Vintro or third parties contracted by Vintro.
Account suspension; Termination
- Vintro may, at any time, unilaterally decide to restrict, block, suspend, disable, or cancel all or part of User’s account. In case User has not logged into the account for an extended period of time, Vintro may deactivate the account.
- User can suspend or terminate the use of the Site or the Services at any time or request Vintro to terminate or delete the account at any time. If User requests deletion of the account, Vintro may following deletion retain certain User and User Team data and account use history for a period of one year, or for a longer period if in Vintro’s determination required by any relevant policies, including inter alia Vintro data retention policy, laws or regulations, unless otherwise provided for in the relevant policies from time to time.
- Termination or expiry shall not affect any accrued rights or obligations. Clauses 3.v, 3.vii, 6.ii, 6.iii, 8.ii, 8.iii, 11, 12, 13, 15, 16 and 17 shall survive expiry or termination of User’s access to the Site of the Services for a period of three years; Vintro may amend such periods from time to time.
User understands and agrees that Vintro may, in addition to procedures otherwise set forth herein, to the maximum extent permitted by applicable law use electronic document transmission, mobile phone SMS or email for service of written notices or service of process, in each case utilizing and relying on the account data provided by User.
Intellectual Property Rights; Links
- The ownership of the User account on the Site belongs to Vintro. The text, graphics, editing contents, charts, designs, photos, images, logos, fonts, and other contents on the Site are owned or licensed by Vintro and protected by, inter alia, all applicable laws and regulations or, where applicable, of jurisdictions of the respective licensor of Vintro. User shall not engage in any act in violation of the laws and regulations governing intellectual property rights.
- Where the Site contains links or redirects to third party content, whether or not licensed by Vintro, such links are provided for convenience only. User recognises that Vintro does not control such third party content or sites and agrees that Vintro shall not be responsible for the availability or content of such third party sites, does not endorse them or make any representations in connection therewith. User shall observe all terms and conditions related to such link or redirect and not take any action in breach of the intellectual property of contractual use of such third party content or services or otherwise interfere with the good faith use, or terms of licensing, of such third party content or services and hold Vintro harmless against any legal claims or demands or any direct or indirect damages Vintro may suffer from such actions including, as the case may be, termination or suspension, in whole or in part, of Vintro’s or the Site’s access to such third party content or services.
User and User Team who in connection with their use of the Site or the Services obtains information provided by Vintro, the Site or by other users, including but not limited to the Terms, Listings, data or other information of users or Vintro that has not been publicly disclosed in good faith, shall keep such information safe, confidential, only use it in accordance with the Terms and not disclose such information without the prior written consent of Vintro or the relevant user or third party other than to comply with mandatory laws, rules and regulations. User shall be responsible and liable for any actions by User Team or otherwise employees or representatives.
Limitation of liability; Disclaimer
- Vintro shall not be liable for any damages, direct or indirect, User, User Team or any third party may suffer as a result, in whole or in part, of User using or accessing the Site or the Services, including, inter alia, loss or theft of data, system or data security breaches, system failure or disruption of service, malware or hacking, phishing attacks, damage to electronic equipment, irrespective of whether these occur in whole or in part as a result of action by Vintro or third parties, save only to the extent directly and solely caused by wilful acts of Vintro.
- Vintro shall not be responsible or liable for any User, User Team or third party conduct on the platform, nor shall it be liable for any damage suffered by any person as a result of such User or third party conduct.
- To the extent Vintro is by virtue of law, these Terms, or otherwise found to have any liability in connection with the Site, the Services, liability shall be limited to resupply of the Services and in case of any losses or damages (whether in contract, tort, or otherwise) not otherwise excluded by these Terms total liability will not exceed the total amount of the fees or payments paid by User to Vintro under the disputed transaction.
- Vintro has no obligation to review all content posted by users through Listings or otherwise on the platform or its transaction communication tools, and is in no case responsible or liable for the authenticity and correctness of information provided or posted by users irrespective of whether it has conducted a content review in specific cases.
- The content of the Site is uploaded, downloaded, provided or posted by users or third parties for access and use by other users. Vintro only collects, arranges and displays the content through the Site in accordance with set protocols and procedures making it available for review by other users. Further, Vintro facilitates transactional communication between and among users but has no part in such communication. Vintro does not provide any guarantee of any nature in respect of the content thus displayed or for any communication between users who upload, download data or enter into communication with other user strictly at their own risk and shall take all relevant precautions.
- Users shall bear all risks and responsibilities of offering, requesting or trading goods or services on the Site, and Vintro shall not be responsible or liable for any transactional risks, actions, undertakings, responsibilities or labilities.
- Knowledge by any Personnel of any fact or circumstance that could give rise to liability of Vintro, criminal, regulatory or otherwise and in all case subject to these Terms, shall only be attributable to Vintro, if such fact or circumstance has been expressly identified and expressly brought to the attention of an officer or director of Vintro in writing.
- While Vintro or its third party service providers may in the course of providing customer support conduct account access verification or security verification, neither Vintro nor Personnel will ever request password information from a User and User and User Team shall not disclose such data to Vintro or any other user or third party.
Disputes between Users
- In case of a dispute between or amongst Users, User Team and other users or third parties in connection with, or arising out of, access or use of the Site or Services, User and User Team may in their discretion seek a resolution of the dispute by the ordinary courts in the appropriate jurisdiction.
- User and User Team agree that Vintro shall in no case be a party to such dispute save only where Vintro in its sole discretion determines to join a legal action in which case Vintro may in its sole discretion determine the nature and terms on which it may join the legal action. Vintro shall in no case be a formal arbiter of such dispute and shall not have any obligation to participate in, assist or otherwise join a dispute between or amongst users or third parties or legal proceedings in connection therewith. In case Vintro in its sole discretion determines to participate in dispute resolution proceedings, the sole forum shall be the ordinary courts in Delaware unless Vintro otherwise consents in writing.
- User and User Team agree and guarantee that User and User Team will not constitute or join legal proceedings, or otherwise claim liability, against Vintro or its affiliates in connection with any transactions between or amongst users or third parties resulting from the use of the Site or the Services.
- These Terms do not cover any payment terms agreed between users, i.e., Buyers and Suppliers, in connection with transactions (if any) resulting from the use of the Site and Services which remain entirely and exclusively between the Buyer and Supplier; Vintro is no party to these transactions and has no liability or obligation whatsoever in connection with these as further set forth herein.
- Once User completes account registration, User will be acting on the Site as Buyer or Supplier. At this time, Vintro does not charge any registration or usage fee; Vintro may from time to time change its fee structures and will update fee schedules on the Site. Where User continues to use and interact with the Site and Services as Supplier, Vintro will charge Supplier a service fee (“Fee”) in an amount established in the relevant Listing. The purpose of the Fee is to provide the Service of operating and maintaining a communication platform for Buyer and Supplier to conduct certain business in the preparation of procurement and purchasing by Buyer. The Fee will be payable upfront by User as the relevant Supplier submitting a meeting request to connect to the potential Buyer and discuss the Listing and any potential transaction. The Fee shall be fully refundable to Supplier by Vintro in case the Buyer and Supplier are not able to schedule a meeting within 7 days from collection of the Fee or the Buyer does not attend the scheduled meeting. In case of dispute on circumstances of scheduling or attendance, any decision by Vintro to refund remains in Vintro’s sole discretion which determination shall remain final.
- Payment for the use of the Site and the Services must be made in accordance with the provisions contained in the Terms and fee schedules published by Vintro from time to time by way of authorising automatic charges or direct debits to your credit card (“Automatic Payment”).
- You authorise us to charge you the Fee automatically for your chosen use and, if relevant, any applicable Add-On Fees. Invoices or order confirmation serving as invoices and account statements, if any, are generated automatically for each transaction and subject to any authorised Automatic Payment settings, payment of all fees is due immediately. If the payment fails or is cancelled when due for any reason, including, without limitation, expiration or insufficient funds, you remain responsible for any uncollected or returned amounts and we may immediately and without notice suspend or cancel your use of the Site and the Services until full payment has been received and cleared, at which time access and use will be reinstated in accordance with these Terms. There will be no refunds following termination, expiration or good faith suspension.
- Account invoices and statements are system generated and can be viewed at any time by logging into Your account. We reserve our right to review and change the Fees, including Add-On Fees. Any changes will be notified to User in writing (e.g. via email or posting in Your account) or by posting the changes in the relevant fee schedules of the Site.
Governing Laws and Jurisdiction
- The Terms shall be governed and construed in accordance with the laws of the United States and the State of Delaware, without giving effect to conflicts-of-law principles thereof. With respect to any disputes or claims not subject to arbitration, you agree to submit to the personal jurisdiction of the state and federal courts located in the State of Delaware with respect to any legal proceedings that may arise in connection with the Service or from a dispute as to the interpretation or breach of the Terms.
- By using the Site or Services is site in any way, you unconditionally consent and agree that: (1) any claim, dispute, or controversy (whether in contract, tort, or otherwise) you may have against The Krowd, Inc and/or its parent, subsidiaries, affiliates and each of their respective current or former members, officers, directors and employees (all such individuals and entities collectively referred to herein as the “Vintro Entities”) arising out of, relating to, or connected in any way with the Site or the Services, determination of the scope or applicability of this agreement to arbitrate, including any competence matters, will be resolved exclusively by final and binding arbitration administered by JAMS and conducted before a sole arbitrator in accordance with the rules of JAMS; (2) this arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16; (3) the arbitration shall be held in Chicago, Illinois; (4) the arbitrator’s decision shall be controlled by the terms and conditions of these Terms and any of the other agreements referenced herein that the applicable user may have entered into in connection with the website; (5) the arbitrator shall apply Delaware law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (6) there shall be no authority for any claims to be arbitrated on a class or representative basis, arbitration can decide only your and/or the applicable Vintro Entity’s individual claims, and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (7) the arbitrator shall not have the power to award punitive damages against you or any Vintro Entity; (8) in the event that the administrative fees and deposits that must be paid to initiate arbitration against any Vintro Entity exceed $125 USD, and you are unable (or not required under the rules of JAMS) to pay any fees and deposits that exceed this amount, Vintro may agree to pay them and/or forward them on your behalf, subject to ultimate allocation by the arbitrator. In addition, if you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Vintro may pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (9) with the exception of subpart (6) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules of JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (6) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor Vintro shall be entitled to arbitrate their dispute. For more information on JAMS and/or the rules of JAMS, visit their website at www.jamsadr.com.
- You may not act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any claim in connection with the Site, Services or Terms. Claims may not be arbitrated on a class or representative basis. You and Vintro hereby waive any right to a jury trial of any claim.
- THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN JAMS RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR VINTRO WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
- If any provision of these Terms is finally found to be invalid or unenforceable by the competent courts, the remaining provisions of the Terms shall remain valid except that such provision shall be interpreted in a manner closest meeting the risk allocation originally intended and, only where such is not possible, be removed from the Terms.
- Vintro may at any time assign or transfer all or part of the Site or Services and Terms, including accounts connected thereto, to a third party without User’s consent if Vintro in its sole discretion deems it desirable or necessary for its business.
- Any time allowed or indulgence or leeway given by Vintro in exercising any right, power or privilege in connection with these Terms shall not constitute a waiver hereunder, nor shall any single or partial exercise thereof preclude any further exercise of any right, power or privilege.
- Nothing in these Terms shall be interpreted to create any agency, appointment, employment, joint venture, or franchise.
- Vintro operates the Sites and the Services in the United States. Vintro may, however, at any time employ third party service providers located in, or third party content generated in, third countries in which case Vintro may transfer data (in accordance with Vintro’s privacy policies and privacy statement and other relevant policies) or receive and store User, Site or Service data and operate processes in such countries including customer and other services.
- If you have any questions about these Terms or matters in connection therewith or related to Site use or personal data protection, please contact us at email@example.com, and we will seek to reply as soon as possible.
- If You access the Site and Services from outside the United States, You shall carefully consult local laws and regulations to ensure Your actions meet required standards of compliance, customs and legality of access to the Site and Services, content and nature of purchase or procurement offers or tender offers in response thereto and Your general use of the Site and Services and conduct in connection with the Vintro Marketplace. If You have any reservations, queries or cannot positively establish full compliance and legality of Your actions or conduct, do not register, access or otherwise use or continue to use the Site or Services until you have sought appropriate legal advice. Solicitation, trade, handling or otherwise promotion of certain goods and services may be legal in your jurisdiction but not in the United States and vice versa. In no case can Vintro be held liable or responsible for conducting such review or for any damages, fines or penalties resulting in connection therewith and User shall hold Vintro harmless from any damages, loss or liability in connection with such activities as further provided for in the Terms.