To register for the Listing Service and create an account, you must complete the registration process by providing Vintelli with the information prompted by the registration form, including e-mail address (username), password, and billing information. You agree to provide us with complete and accurate information when you register for the Listing Service, and to keep such information up to date.
You shall protect your username and password and are solely responsible for activities that occur under or through your account, including activities initiated by third parties, whether or not such activities are authorized by you. If you allow a third party to access the listing service on your behalf, you shall ensure that such third party is bound by, and abides by, the terms of this Agreement. You agree to notify Vintelli immediately of any unauthorized use of your account or any other breach of security relating to your account or your use of the Listing Service.
Vintelli may access your account, or information associated with your account, to provide support or maintenance, for security-related reasons, ranking or placing your listing for the search engines or any other business purpose. You acknowledge and consent to such access.
Vintelli offers a range of subscription plans to its Listing Services, including, without limitation, a “Basic Plan,” a “Professional Plan” and a “Business Plan”. As an express condition of your use of and access to the Analysis Service, you agree to pay all fees applicable to your subscription plan (your “Plan”), any other fees for additional services you may purchase, and any applicable taxes in connection with your use of the Listing Service.
The Listing Service is price based on fixed costs determined by the type of plan you select. With respect to each such web page, Vintelli will not, and will have no obligation to, collect, maintain, provide or analyze any further information relating to your listing.
We may, upon any notice required by applicable law, change the fees for the Listing Service at any time or require new fees or charges. Such changes will be effective immediately upon posting on our Website; provided, however, that such fee changes will be effective only as to prospective Listing Service orders (including renewals) accepted by Vintelli after the effective date of such change. Please be aware that any discounts applicable to previous subscriptions may not apply to renewed subscriptions.
Your Plan will renew automatically year-to-year or month-to-month depending on your plan unless and until you cancel your Plan or we terminate it, in each case pursuant to the terms of this Agreement. You must cancel your Plan before it renews in order to avoid fees due under the next billing cycle. You acknowledge that the amount billed for each renewal period may vary due to promotional offers, changes in your Plan, and changes in applicable taxes, and you authorize us to bill you the corresponding amounts.
We reserve the right to deactivate your access to the Listing Service for failure to pay applicable fees as described in this Agreement. Unless otherwise stated, all fees are stated in U.S. Dollars.
All fees for your Plan will be billed to your credit card. You authorize the card issuer to pay any amounts described herein and in your Plan and authorize us (or a billing agent acting on our behalf) to continue charging all such amounts to your credit card account until you or we cancel or terminate your Plan as provided herein or these amounts are paid in full, whichever is later. You must provide current, complete and accurate billing and credit card information. You must promptly update all billing information (such as billing address, card number and expiration date) to keep your account current, complete and accurate, and you must promptly notify Vintelli if your credit card is lost or stolen, or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your username or password). You authorize us to obtain updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you as a replacement. If payment is not received from your credit card issuer, you agree to pay all amounts due upon demand. You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In certain instances, the issuer of your credit card may charge you a foreign transaction fee or related charges, which you will be responsible to pay. Please check with your bank and credit card issuer for details.
1. The fees for your Plan are billed in advance, are non-refundable, and automatically renew on an annual basis, as specified in your Plan. No refunds or credits will be provided for partial months of the Listing, upgrades/downgrades, or for months unused with an open account.
2. Any discounts applied to a previous subscription may not apply to a renewed subscription, including to any automatic renewals.
1. Requests to cancel by e-mail or phone are not considered, and do not accomplish, cancellation.
If you cancel your Plan before the end of your current pre-paid period, you will not be charged again for your Plan beginning with the next billing cycle. If you cancel your Plan, you will lose all access, upon the expiration of your current pre-paid period, to the Listing Service and any data or information stored in your account (see Section 12 (“Term and Termination”) for additional details).
As between the parties, you shall retain ownership of any information, data and statistics that Vintelli obtains from your website.
You hereby grant to Vintelli, and you agree to grant to Vintelli, a royalty-free, non-exclusive, irrevocable, limited right and license to access your registered web page(s) and to collect any information concerning users’ actions or activities on your web page(s), any information sent to you by users’ web browsers concerning users’ activities immediately prior to visiting your web page(s) (e.g., URL information and HTTP header information), and/or any data or other information you provide to Vintelli (collectively “Client Data”) for (i) providing you with reports and other functions related to the Listing Service; (ii) analyzing and improving the Listing Service; and/or (iii) compiling aggregate data derived from your use of the Listing Service to compile statistics, metrics, insights and general trend data about the Listing Service for, among other things, marketing and promotional purposes.
You represent and warrant that you have all rights, licenses, and consents required to license Client Data to Vintelli on these terms, and further represent and warrant that this license does not infringe the rights of any third party or violate any applicable law or regulation.
By posting any software, information, data, databases, music, audio, video or audiovisual files, photographs, images, documents, text, digital files, forum messages, reviews, comments or other material (“Material”) to your Listing, you hereby grant Vintelli an irrevocable, perpetual, non-exclusive, royalty-free worldwide license to reproduce, adapt, distribute, perform or publicly display all or any portion of the Material on our Services. You further represent and warrant that you own all rights to such Material and that this license does not infringe the rights of any third party or violate any applicable law or regulation.
As used in this Section 5, “Personally Identifiable Information” refers to information that can be used to personally identify an individual, such as name, address and phone number.
Your Vintelli account is protected by a username and password, and should be accessed only by you or authorized third parties. For maximum protection, you should protect against unauthorized access to your username and password and remember to log off when using any shared computer or device. Vintelli has implemented reasonable security mechanisms to protect your information and Client Data from loss, misuse and unauthorized access, disclosure, alteration and destruction. Examples of these security mechanisms include limited access, firewalls and SSL encryption to protect transmission of data. However, please keep in mind that no security system is impenetrable. It may be possible for third parties to intercept or access Client Data, information you provide to Vintelli, information we compile on your behalf, and/or information that we collect about you. Vintelli cannot guarantee the security of such information and is not responsible for unauthorized access to client accounts.
Any opinions expressed by the contributors, authors and moderators who post content to the Website are the personal opinions of the authors, not of Vintelli, whether or not the authors are employees or contractors of Vintelli. The Website and all materials published and/or distributed on or through the Website (including, but not limited to news articles, photographs, images, illustrations, audio clips and video clips) are provided for informational and entertainment purposes only and are not meant to be an endorsement or representation by Vintelli or any other party.
Except for the limited licenses expressly granted herein, Vintelli expressly reserves all right, title and interest in and to the Vintelli Listing Service, content on the Vintelli Website, and all other tools including, without limitation, any derivatives, improvements, enhancements or extensions of the Vintelli technology conceived, reduced to practice or otherwise developed on or on behalf of Vintelli, all of which are valuable assets of Vintelli, and any copyright, patent or trademark or other intellectual property right, or federal or state right, pertaining there to.
You shall not (i) use, or allow the use of, the Services or any Vintelli technology, except pursuant to the limited rights expressly granted in this Agreement; (ii) use the Services in any manner that is inconsistent with user documentation, if any, supplied to you by Vintelli or inconsistent with Vintelli’s standard security procedures, if any, accessible through your user interface; (iii) attempt to reverse engineer, hack into, or compromise any aspect of the Services or Vintelli technology, or attempt to access data of any other customer of Vintelli; (iv) remove, obscure or alter any legal notices, including notices of intellectual property rights appearing in or on any materials delivered to you by Vintelli; (v) use, post, transmit or introduce any device, software or routine that interferes or attempts to interfere with the operation of the Services; (vi) use the Services, or any Vintelli, for academic research or research unrelated to your Visitors or the web page(s) registered for use with the Services, contemplated litigation, scholarship, or any other unintended purpose; (vii) post or transmit any libelous, defamatory, indecent, obscene, abusive or pornographic message, data, image or program; (viii) post or transmit any message, data, image or program that would violate any property rights of others; (ix) upload or download files that contain software or other material protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless you own or control the rights to such files or have received all necessary consents; or (x) use the Services to threaten, harass, or otherwise violate the legal rights (including rights of privacy and publicity) of others.
You acknowledge that any Material you post, upload, or submit to the Listing may be edited, removed, deleted, modified, published, transmitted, and displayed by Vintelli in its sole discretion and without your permission and you waive any rights you may have in having the material altered or changed in a manner not agreeable to you. You expressly agree that we may remove, disable or restrict access to or the availability of any Material from the Website at any time, for any reason or for no reason at all. Vintelli reserves the right to treat Material as content stored at the direction of users for which Vintelli will not exercise control except to block or remove content that comes to Vintelli’s attention and is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal, libelous, defamatory, fraudulent, deceptive, misleading or otherwise objectionable to Vintelli, or to enforce the rights of third parties or the content restrictions set forth in this Agreement when notice of their violation comes to Vintelli’s attention. However, Vintelli shall not be responsible for controlling or editing any Material and Vintelli cannot ensure prompt removal of inappropriate or unlawful Material. Under no circumstances will we be held liable for removing, disabling or restricting access to or the availability of Material.
You agree to indemnify, hold harmless and (if requested by Vintelli) defend Vintelli, at your expense, against any and all third-party claims, actions, proceedings, and suits asserted against Vintelli or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees) incurred by Vintelli or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) your breach of any term or condition of this Agreement, (ii) your use of the Services, or (iii) your unauthorized use of the Vintelli Script. In such instances, Vintelli will provide you with electronic and written notice of such third-party claim, action, proceeding, or suit to the last e-mail address and mailing address furnished to Vintelli within 30 days of learning of such claim. You shall cooperate as fully as reasonably required in the defense of any claim. Vintelli reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
You represent and warrant to Vintelli that you (i) own all right, title and interest in and to the content that you publish on your Listing; (ii) own or have obtained all rights necessary to publish all of the content published on or through your website and the user interface of your website; and (iii) have obtained all necessary consent(s) from Visitors required to enable the Services.
In addition, you grant Vintelli the right to access Client Data for the purposes of (A) providing you with reports and other functions related to the Services; (B) analyzing and improving the Services; and/or (C) compiling aggregate data derived from your use of the Services to compile statistics, metrics, insights and general trend data about the Services for, among other things, marketing and promotional purposes.
The information, reports and services included in or available through the Services may include inaccuracies or typographical errors. Changes are periodically added to the information herein. Vintelli and/or its respective vendors may make improvements and/or changes in the Services at any time, without obligation to notify any person or entity of such changes.
The Services may contain links to third party websites (“Third Party Websites”). Access to Third Party Websites is at your own risk and Vintelli is not responsible for the accuracy, availability or reliability of any information, goods, data, opinions, advice or statements made available on Third Party Websites. The Third Party Websites are not under the control of Vintelli and as such, Vintelli is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third Party Website. Vintelli provides these links merely as a convenience and the inclusion of such links does not imply an endorsement or recommendation.
Vintelli does not represent or warrant that (1) the Services will be error-free or accessible at particular times, (2) defects will be corrected, (3) the Services, or the server(s) that makes it available, are free of viruses or other harmful components, or (4) the use or the results of the use of the Services or the materials made available as part of the Services will be correct, accurate, timely, or otherwise reliable. You specifically agree that Vintelli shall not be responsible for unauthorized access to or alteration of your data.
Vintelli does not guarantee, and shall have no liability for, any Services downtime, including, without limitation, any downtime (i) caused by outages to any public Internet backbones, networks or servers; (ii) caused by any failures of your equipment, systems or local access services; (iii) for previously scheduled maintenance; or (iv) relating to events beyond Vintelli’s control, such as strikes, riots, insurrections, fires, floods, explosions, war, governmental actions, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Vintelli or your servers are located or co-located.
VINTELLI WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE SERVICES), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF VINTELLI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IN FULL VINTELLI’S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE FEES PAID TO VINTELLI FOR USE OF THE SERVICES.
Vintelli may terminate or suspend access to the Services immediately, without prior notice or liability, if you breach this Agreement or for any other reason.
Either party may terminate the Listing Services at any time and for any reason. To terminate your use of the Listing Service, please follow the steps described in Section 3.6 (“Account Cancellation”). Requests to cancel by e-mail or phone are not considered, and do not accomplish, cancellation.
Upon any termination of the Listing Services (i) Vintelli will cease providing the Listing Service; (ii) you will delete all copies of the Vintelli Script from your web page(s); (iii) any outstanding balance payable by you to Vintelli will become immediately due and payable and any collection expenses incurred will be included in the amount owed; (iv) you will not be entitled to any refunds of any usage fees or any other fees; and (v) all of your historical report data will no longer be available to you through Vintelli.
Our employees are not authorized to vary the terms of this Agreement. This Agreement may be modified only (i) by obtaining our written consent in a notarized agreement signed by an officer of Vintelli; or (ii) as set forth below in the immediately following paragraph.
You agree that Vintelli may modify the terms of this Agreement or any policy governing the Services from time to time, and that your right to access the Services is conditioned on an ongoing basis with your compliance with the then-current version of this Agreement. We will notify you of any material revisions or modifications to the Agreement by posting a notice on the Vintelli Website for 30 days following any revisions or modifications to this Agreement and/or by posting a notice on the Vintelli Website the first time that you visit the Website following such revisions or modifications. You will be deemed to have agreed to the new terms and conditions if you continue to access the Services after the passage of 30 days from the time the revised terms and conditions are first posted on the Website. We assume no responsibility for your failure to actually receive notice. You are responsible for regularly reviewing the Website for revisions to this Agreement.
You will not use the Services in any way or for any purpose that would violate, or would have the effect of violating, any applicable laws, rules or regulations or any rights of any third parties, including without limitation, any law or right regarding any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity.
Vintelli shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control.
This Agreement (including any amendment thereto) represents the complete agreement between us concerning its subject matter, and supersedes all prior agreements and representations between the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to reflect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.
Certain portions of this Section 8.4 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Vintelli agree that we intend that this Section 8.4 satisfies the “writing” requirement of the Federal Arbitration Act.
If any controversy, allegation, or claim arises out of or relates to the Services, the Website, your Plan, or this Agreement, including but not limited to claims for indemnification, contribution, or cross-claims in a pending action involving one or more third parties (collectively, a “Dispute”), then either you or Vintelli may elect to submit the Dispute to be finally and exclusively resolved by binding arbitration before a sole arbitrator in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. If an in-person arbitration hearing is required, then it will be conducted in Los Angeles County, California; but if the applicable arbitration rules or laws require the arbitration to be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration, Vintelli shall have the right to elect to proceed to arbitration in such location. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. You and Vintelli will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Vintelli to pay a greater portion or all of such fees and costs in order for this Section 8.4 to be enforceable, then Vintelli will have the right to elect to pay the fees and costs and proceed to arbitration.
In arbitration, as with a court, the arbitrator must honor the terms of this Agreement and can award the prevailing party damages and other relief (including attorneys’ fees). However, WITH ARBITRATION (i) THERE IS NO JUDGE OR JURY, (ii) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (iii) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT WITHIN 1 YEAR AFTER THE DISPUTE ARISES OR IT WILL BE FOREVER BARRED.
The foregoing provisions of this Section 8.4 will not apply to any (A) legal action taken by Vintelli to seek an injunction or other equitable relief in connection with any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Services, the Website, your Plan, this Agreement and/or Vintelli’s intellectual property rights (including such Vintelli may claim that may be in dispute), Vintelli’s operations, and/or Vintelli’s products or services or (B) controversy, allegation or claim that arises out of relates to Vintelli’s actual or alleged intellectual property rights.
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT NO ARBITRATION SHALL BE JOINED WITH ANY OTHER; THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; AND THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS.
This Agreement shall be governed by and construed under the laws of the state of California without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and California law, rules, and regulations, California law, rules and regulations shall prevail and govern. Except to the extent that arbitration is required in accordance with Section 8.4 above, any action or proceeding relating to a Dispute may only be instituted in state or federal court in Los Angeles County, California. Accordingly, each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Los Angeles County, California. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement.
Vintelli may deliver notice to you under this Agreement by means of electronic mail, a general or specific notice on the Services, a communication to your Vintelli account or by written communication delivered by first class U.S. mail to your address on record.
Any notices to Vintelli must be sent to:
1570 E. Edinger Ave., Suite #1
Santa Ana, CA 92705
via first class or air mail or overnight courier, and are deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default.
You may not assign or otherwise transfer any of your rights hereunder without Vintelli’s prior written consent, and any such attempt is void. The relationship between Vintelli and you is not one of a legal partnership relationship, but is one of independent contractors. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties here to.
The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control of affect the meaning or construction of any provision of this Agreement.
Recognizing the global nature of the Internet and the rapid changes around online privacy, you agree to comply with all local rules regarding online conduct and acceptable content. Without limiting the foregoing, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside and to comply with any other local laws affecting the Services.