Terms of ServiceLast Updated: May 19th, 2016
Velocity Growth Website & Bot Application
PLEASE READ THESE TERMS OF SERVICE (THE “AGREEMENT”) CAREFULLY BEFORE INSTALLING THIS BOT APPLICATION (THE “BOT”) THROUGH THE WEBSITE VINNYGBOT.COM (THE “SITE”) BECAUSE THIS AGREEMENT CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN YOU AND VELOCITY GROWTH, INC. (“Velocity Growth,” “VG,” “WE,” “US,” or “OUR”) FOR YOUR USE OF THE BOT AND THE VG SERVICES (AS DEFINED BELOW). IF YOU DO NOT WISH TO ACCEPT THIS AGREEMENT, PLEASE DO NOT INSTALL THE BOT. BY INDICATING THAT YOU AGREE BELOW, OR BY INSTALLING, DOWNLOADING, REGISTERING FOR, OR USING THE BOT, YOU AGREE (1) TO BE BOUND BY THIS AGREEMENT, AND (2) YOU ARE AT LEAST 13 YEARS OLD, AND (3) YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, AND (4) YOU ACCEPT THIS AGREEMENT.
IF YOU ARE BETWEEN 13 AND 18 YEARS OLD, YOU MUST REVIEW THIS AGREEMENT WITH YOUR PARENT OR GUARDIAN AND OBTAIN HIS OR HER CONSENT FOR YOU TO INSTALL AND USE THE BOT. BY INSTALLING AND USING THE BOT, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO ENTER INTO THIS AGREEMENT AND THAT YOU ARE AT LEAST 13 YEARS OLD AND HAVE OBTAINED YOUR PARENT’S OR GUARDIAN’S CONSENT TO INSTALL AND USE THE BOT. IF YOU CANNOT CONFIRM ALL OF THE FOREGOING, then you mUST not register for or use THE BOT.
The Bot was created by Velocity Growth to be used in connection with the team messaging platform provided by Slack Technologies (the “Slack Application”) and to provide end users (each, an “End User,” “you,” or “your”) application integration and the procurement of goods and services (the “VG Services”).
Changes to Agreement
We may change, modify, add or remove portions of this Agreement (each, an “Update”) at any time and in our sole discretion without prior notice to you and such Updates will be effective immediately. If we make Updates to this Agreement, we will change the “Last Updated” date above. Your continued use of the Bot will confirm your acceptance of the updated Agreement. We encourage you to frequently review the Agreement to ensure you understand the latest terms and conditions associated with use of the Bot. If you do not agree to the updated Agreement, you must uninstall and discontinue using the Bot.
When you install and use the Bot in connection with the Slack Application, Velocity Growth requires your name, e-mail address, home address, and phone number (“Individual Information”). Your payment card information is also required. You must provide true, accurate, current and complete individual Information and you agree to update the Individual Information in order to ensure that it remains current. You may delete the Bot at any time, for any reason, by using the standard uninstall processes as may be available as part of your device. If you discover or suspect any security breaches pertaining to the Bot, please let us know as soon as possible.
Scope of End User License to use the Bot
Subject to your compliance with this Agreement, Velocity Growth grants you a personal, limited, nonexclusive, non-transferable and revocable license to install the Bot in connection with your Slack Application on any device that you own or control and use the Bot, and the VG Content and Third Party Content (as both are defined below; together, the “Content”), for your personal, noncommercial use solely in connection with the VG Services and in accordance with the terms and conditions of this Agreement. The terms of this license will also govern upgrades, future releases, updates and other additions to the Bot’s functionality provided by Velocity Growth that replace or supplement an earlier version of the Bot, unless such upgrade is accompanied by a separate license, in which case the terms of that license will govern.
The rights granted to you under this Agreement are subject to the Code of Conduct described below and the following restrictions: you shall not (a) sell, rent, lease, transfer, assign, distribute, host or otherwise commercially exploit the Bot, Site, VG Services or Content, (b) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer the Bot, Site or Content or any portion thereof, except to the extent the foregoing restrictions are expressly prohibited by applicable law, (c) use the Bot and/or Site to develop or build a similar or competitive service, product, or application, or (d) alter, remove or destroy any copyright notices or other proprietary markings contained on or in any part of the Bot, Site or Content.
Code of Conduct
You will use the Bot only in a safe manner and not access or use the Bot in an unlawful way or for an unlawful or illegitimate purpose. Any use of the Bot, Site or Content other than as specifically authorized in this Agreement is strictly prohibited and may result in our termination of your license to use the Site and the Bot, as well as possibly exposing you to legal action and damages.
In using the Bot, Site and/or Content, you shall not:
- copy, reproduce, distribute, transmit, republish, publicly perform or publicly display the Bot, Site or Content or transfer any Content to any other media or other storage format;
- use any scraping, data mining, other robots or similar data gathering or extraction methods in connection with the Site and/or the Bot;
- download (other than page caching) any portion of the Bot, Site or Content or any information contained therein (except as permitted as a feature within the Bot);
- access the Application Programming Interface with an unauthorized or third-party client;
- use the Bot, Site or Content other than for their intended purposes;
- disrupt the operation of the Bot or Site in any manner, including, but not limited to, through the use of methods such as denial of service attacks, flooding or spamming;
- attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Bot or Site;
- probe, scan or test the vulnerability of a system or network or attempt to breach security or authentication measures;
- take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
- upload invalid data, viruses, worms, keyloggers, spyware, Trojan horses, time bombs, malicious or harmful code, or other software agents through the Site or Bot;
- collect or harvest any personally identifiable information, including account usernames and passwords, using the Bot or Site;
- access the Bot or Site through any technology or means other than as authorized by Velocity Growth;
- impersonate any person or entity or misrepresent your affiliation with a person or entity;
- hold Velocity Growth responsible for your use of the Bot or Site;
- violate any requirements, procedures, policies or regulations of networks connected to Velocity Growth;
- hack, spam or phish Velocity Growth or other users of the Bot;
- engage in or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any city, state, national or international law or regulation, or which fails to comply with accepted Internet protocol;
- use the Bot or VG Services to post any content that we determine to be false, misleading, unlawful, discriminatory, abusive, libelous, defamatory, obscene, invasive, threatening, harassing, inflammatory or fraudulent; or
- upload any information or content that (i) includes trade secrets or third-party intellectual property unless you have permission or a valid license from the owner to use it in the specific manner that you used it, (ii) infringes any intellectual property, privacy or publicity right of another, or (iii) includes advertisements, promotional materials or solicitations related to any product or service that is competitive with Velocity Growth products or services.
Please let us know about any inappropriate behavior that you become aware of. If you find something that violates this Agreement or Code of Conduct, let us know by sending us an e-mail firstname.lastname@example.org We reserve the right, in our sole and absolute discretion, to deny you or anyone access to the Bot or Site without notice.
Credit Card Payments
If you would like to use the Bot to pay for fees associated with products or services from third parties and/or your use of the Bot, you acknowledge and agree that the credit card transactions facilitated by the Bot will be processed through a third-party credit card payment processor chosen by us (a “Payment Processor”) and that you are subject to the terms and conditions imposed by such Payment Processor.
You authorize Velocity Growth to disclose information about you and other necessary information to Payment Processors solely for purposes of performing its services in connection with your use of the Bot and/or VG Services. You acknowledge that Velocity Growth has no control over Payment Processors, including without limitation the security and availability of Payment Processor networks and the Payment Processor’s compliance with applicable laws, and Velocity Growth shall not be responsible for any loss or damage (including without limitation a breach of security) to the extent such loss or damage is caused by a Payment Processor’s actions or omission.
Velocity Growth Rights
The Bot is licensed to you and not sold. Velocity Growth (and its licensors, where applicable) own all rights, title and interest, including all related intellectual property rights, in and to the Bot and Site. This Agreement is not a sale and it does not convey to you any rights of ownership in or related to the Bot or Site.
Except for Your Content, all information and materials contained on or within the Bot and the Site, including, but not limited to, text, graphics, HTML, look and feel, images, illustrations, designs, audio, video, white papers, press releases, data sheets, names, product names or descriptions, icons, photographs, video clips, typefaces, software (both source and object code), format, queries, algorithms and written and other materials and information (collectively, “VG Content“), as well as their selection and arrangement, and all intellectual property and other rights relating to VG Content, as between you and Velocity Growth, are solely and exclusively owned by Velocity Growth. You will not directly or indirectly copy, republish, frame, download, transmit, modify, display, distribute, reverse engineer, or sell, in whole or in part, any VG Content or the Bot, or any related software or information, except as expressly permitted in this Agreement. Your unauthorized use of VG Content violates these rights and this Agreement. Except as expressly provided in this Agreement, Velocity Growth does not grant any express or implied rights or licenses to use VG Content. We reserve all rights not expressly granted in this Agreement.
Third Party Rights
Copyright and Trademark Policy
All trademarks, service marks, logos, slogans and taglines displayed on or through the Bot and the Site are the property of Velocity Growth and its licensors or their respective owners and nothing contained herein should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on or through the Bot and/or Site without the express written permission of Velocity Growth, or such third-party that may own the trademark, service mark, logo, slogan or tagline.
Third party information, such as data accessed through the Bot, Site and/or VG Services, is subject to the copyrights of those third parties. Velocity Growth has no responsibility for, or control over, such third party information. We respect the intellectual property of others and ask that users of our Bot, Site and VG Services do the same.
It is highly unlikely that we will know about any potential violations of your rights unless you tell us. Therefore, if you believe that your copyrighted work has been infringed through the Bot, Site or VG Services, you may send a written notice to Velocity Growth (see the “CONTACT US” section below) and we will respond pursuant to the Digital Millennium Copyright Act (“DMCA”) procedure. Velocity Growth reserves all rights to seek damages and fees associated with infringement and/or fraud.
We reserve the right to accept, reject or modify any Content or Your Content and to take down Your Content in our discretion and without notice. You acknowledge that we undertake no liability based on our acceptance, rejection, modification or failure to modify any Content or Your Content.
You acknowledge that we have no obligation to save or store Your Content, and that we may delete Your Content from the Bot at any time and without notice.
We welcome feedback, comments and suggestions for improvements to the Site, Bot and/or VG Services (“Input”). You can submit Input by emailing us at email@example.com. You grant us a nonexclusive, irrevocable, worldwide, royalty-free, fully paid up right and license to use any Input provided by you to us with respect to the Site, Bot or the VG Services, and we can use, disclose, reproduce, license and otherwise distribute and exploit Input in any manner without obligation or restriction of any kind on account of intellectual property rights or otherwise. Velocity Growth will treat any Input you provide to us as non-confidential and non-proprietary.
Consent to Electronic Notice
By using the Bot, you agree that Velocity Growth may communicate with you electronically regarding administrative, security and other issues relating to your use of the Bot. You agree that any notices, agreements, disclosures or other communications that Velocity Growth sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The foregoing does not affect your statutory rights.
YOU AGREE THAT YOUR USE OF THE BOT, SITE AND THE VG SERVICES IS AT YOUR OWN RISK, AND THAT THE BOT AND THE SITE, AND ANY INFORMATION AND CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE BOT AND/OR THE SITE, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, VELOCITY GROWTH AND ITS LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND ANY WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. VELOCITY GROWTH AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT THAT ANY ASPECT OF THE BOT, SITE OR VG SERVICES: (I) WILL OPERATE ERROR-, BUG- OR DEFECT-FREE, OR ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES, OR ARE COMPLETELY SECURE, (II) WILL MEET YOUR REQUIREMENTS OR ARE SUITABLE FOR YOUR PARTICULAR INTENDED USE, OR (III) WILL COMPLY WITH THE LAWS, REGULATIONS OR REGULATORY GUIDELINES THAT ARE APPLICABLE TO YOU.
THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE BOT, SITE, VG SERVICES AND/OR CONTENT RESTS WITH YOU AND YOU SHALL BE SOLELY AND FULLY RESPONSIBLE FOR ANY DAMAGE TO ANY DEVICE, ANY LOSS OF DATA, OR ANY IMPROPER USE OR IMPROPER DISCLOSURE OF INFORMATION CAUSED BY YOU OR ANY PERSON USING THE BOT INSTALLED ON A DEVICE OWNED OR CONTROLLED BY YOU. VELOCITY GROWTH CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET, OR FOR YOUR MISUSE OF ANY ADVICE, IDEAS, INFORMATION, CONTENT, INSTRUCTIONS OR GUIDELINES ACCESSED THROUGH THE BOT AND/OR THE SITE.
Limitation of Liability
NEITHER VELOCITY GROWTH NOR ITS LICENSORS OR SUPPLIERS SHALL BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE BOT, SITE AND/OR VG SERVICES FROM WHATEVER CAUSE. IN NO EVENT SHALL VELOCITY GROWTH OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING FOR ANY PERSONAL INJURY, LOST PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR DEVICE OR OTHERWISE, OR SIMILAR DAMAGES, RESULTING FROM THE USE OR INABILITY TO USE THE BOT, SITE AND/OR VG SERVICES OR OTHERWISE RELATING TO THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF VELOCITY GROWTH HAS BEEN ADVISED OF THE POSSIBILITY OR KNEW OF SUCH DAMAGES. YOU WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.
WITHOUT LIMITING THE LIMITATION OF LIABILITY DESCRIBED ABOVE, IN THE EVENT OF ANY PROBLEM WITH THE BOT, SITE AND/OR VG SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO UNINSTALL THE BOT AND CEASE USING THE VG SERVICES. UNDER NO CIRCUMSTANCES SHALL VELOCITY GROWTH OR ITS AFFILIATES OR LICENSORS BE LIABLE IN ANY WAY FOR YOUR USE OF THE BOT AND/OR THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN THE BOT AND/OR SITE, ANY INFRINGEMENT BY THE BOT AND/OR SITE OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF USE OF THE BOT, SITE AND/OR VG SERVICES.
Some jurisdictions do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so certain disclaimers, limitations or exclusions described in this Agreement may not apply to you.
Indemnification By You
Without limiting the generality or effect of other provisions of this Agreement, as a condition of installing, accessing, or using the Bot, Site and/or the VG Services, you agree, at your expense, to indemnify and hold harmless Velocity Growth and its affiliates, licensors and suppliers, and our and their officers, directors, employees and agents, from and against any and all losses, costs, damages, liabilities and expenses (including without limitation attorneys’ fees) in relation to or arising from (i) Your Content, (ii) your use or inability to use the Bot, Site and/or the VG Services, (iii) your failure to comply with any applicable laws and regulations (including any privacy laws), or (iv) your breach of any obligations set forth in this Agreement. You shall not settle any such claim without the written consent of the applicable indemnified party.
For any third-party claim covered under this indemnification provision, we will notify you upon becoming aware of the claim, and you will also defend such claim at your expense if instructed by us to do so. If we or our partners or licensors are obligated to respond to a third-party subpoena or other compulsory legal order or process, you will also reimburse us for reasonable attorneys’ fees, as well as employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at the applicable then-current hourly rates.
The Bot may interact with third party websites, services and advertisements or may otherwise allow you to gain access to third-party websites (“External Sites“) and to the content of External Sites. These links or access to such External Sites are provided solely as a convenience to you and not as an endorsement by Velocity Growth of such External Sites or their content. The content of such External Sites is developed and provided by others and Velocity Growth is not responsible for any such External Sites in any manner whatsoever. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. Velocity Growth is not responsible for the content or functionality of any linked External Site and does not make any representations regarding the content, functionality or accuracy of materials on any such External Site. You should take precautions when downloading data from all websites to protect your computer or device from viruses and other destructive programs. If you decide to access External Sites using the Bot or your Slack Application, you do so at your own risk.
Modifications to the Bot
Velocity Growth reserves the right in its sole discretion to review, improve, modify or discontinue, temporarily or permanently, the Bot and any features, information, materials or content facilitated by the Bot with or without notice to you. Velocity Growth will not be liable to you or any third-party for any modification or discontinuance of the Bot or VG Services or any portion thereof.
No Support Maintenance
You acknowledge and agree that Velocity Growth will have no obligation to provide you with any support or maintenance in connection with the Bot.
Location of the Services
We operate or control the operation of the Bot, the Site and the VG Services from within the United States. We make no representation or warranty that all of the features of the Bot, the Site and/or the VG Services will be available to you outside of the United States, or that they are permitted to be accessed outside of the United States. You acknowledge that you are solely responsible for any decision by you to use of the Bot, the Site and/or VG Services from other locations, and that such use may be subject to, and that you are responsible for, compliance with applicable local laws.
Term and Termination of Your Use of the Bot
Subject to the foregoing, this Agreement will remain in full force and effect while you use the Site, Bot and/or VG Services. We reserve the right (but have no obligation) to review Your Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate this Agreement or otherwise create liability for us or any other person. Such actions could include removing or modifying Your Content, or suspending or terminating your rights with respect to the Bot or VG Services for any reason or for no reason at all, with or without notice, in our sole discretion. Any such suspension or termination may include limiting or terminating your access to and use of the Bot or VG Services. If your rights with respect to the Bot or VG Services are suspended or terminated, you agree to make no further use of the Bot or VG Services for the duration of the suspension or indefinitely following termination.
Upon termination of this Agreement, your right to access and use the Bot and VG Services will terminate immediately. All of the terms and conditions in this Agreement will survive any such termination or suspension.
ANY CLAIM, DISPUTE OR CONTROVERSY OF WHATEVER NATURE ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE BOT, THE SITE, CONTENT AND/OR THE VG SERVICES (“CLAIM”) SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE PROCESS DESCRIBED IN THIS SECTION. PLEASE READ THIS SECTION CAREFULLY.
Arbitration shall be conducted by and submitted to a single arbitrator (“Arbitrator”) selected from and administered by the San Diego, California office of JAMS (“JAMS”), in accordance with its then-existing Comprehensive Arbitration Rules & Procedures, and sole and exclusive venue and jurisdiction is so vested and consented to by both parties. The Arbitrator shall be authorized to award compensatory damages, but shall NOT be authorized to award non-economic damages, such as for emotional distress, or pain and suffering, or punitive, indirect, incidental or consequential damages. Each party shall bear its own attorneys’ fees, costs and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator and JAMS; however, the Arbitrator may award to the prevailing party reimbursement of its reasonable attorneys’ fees and costs (including, for example, expert witness fees and travel expenses), and/or the fees and costs of the Arbitrator. Within fifteen (15) calendar days after conclusion of the arbitration, the Arbitrator shall issue a written award and a written statement of decision describing the material factual findings and conclusions on which the award is based, including the calculation of any damages awarded. Judgment on the award may be entered by any court of competent jurisdiction. By agreeing to this binding arbitration provision, you understand that you are waiving certain rights and protections which may otherwise be available if a claim or dispute were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this arbitration provision, the right to a jury trial, certain rights of appeal, the right to bring a claim as a class member in any purported class or representative proceeding, and the right to invoke formal rules of procedure and evidence.
This Agreement and any Claim shall be governed by the laws of the State of California without regard to its rules on conflicts or choice of law. This Agreement constitutes the sole agreement between you and Velocity Growth for your use and the provision of the Bot, the Site and/or the VG Services and the subject matter hereof, and no representations, statements or inducements, oral or written, not contained in this Agreement, shall bind either you or Velocity Growth. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Should any provision of this Agreement be held invalid or unenforceable, such provision will be modified to the extent necessary to render it enforceable without losing its intent or severed from this Agreement if no such modification is possible, and other provisions of this Agreement will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement and any rights and licenses granted hereunder, may not be transferred, delegated or assigned by you, but may be assigned, delegated or transferred by Velocity Growth without restriction. Any attempted assignment, subcontract, delegation or transfer by you in violation of the foregoing will be null and void. This Agreement shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns. Certain of our licensors and suppliers may be third-party beneficiaries of this Agreement and have the right to enforce this Agreement against you.
If you have questions, complaints or claims with respect to the Bot, the Site, the VG Services or this Agreement, please contact us using one of the following options:
By e-mail:\ firstname.lastname@example.org
By phone:\ +1-970-239-0096
Velocity Growth, Inc.
Attention: Privacy Department
1155 Camino Del Mar #450
Del Mar, CA 92014
PLEASE PRINT THIS AGREEMENT FOR YOUR RECORDS.
© COPYRIGHT 2016 | Velocity Growth, Inc., ALL RIGHTS RESERVED.