Terms of Service

Last update: 27 May 2022

Terms

These Terms of Service (Terms) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (you) and Vylo Inc (Vylo), concerning your access to and use of the Vylo application.

When you create a Vylo account or use Vylo, you agree that you have read, understood, and agree to be bound by all of these Terms.

We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the "Last updated" date of these Terms, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use Vylo so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of Vylo after the date such revised Terms are posted.

The information provided on Vylo is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access Vylo from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

Intellectual Property Rights

Unless otherwise indicated, Vylo is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on Vylo (collectively, the Content) and the trademarks, service marks, and logos contained therein (collectively, the Marks) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on Vylo "AS IS" for your information and personal use only. Except as expressly provided in these Terms, no part of the Vylo and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use Vylo, you are granted a limited license to access and use Vylo solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to Vylo, the Content and the Marks.

User Representations

By using Vylo, you represent and warrant that:

you have the legal capacity and you agree to comply with these Terms;
you are not a minor in the jurisdiction in which you reside;
you will not access Vylo through automated or non-human means, whether through a bot, script or otherwise;
you will not use Vylo for any illegal or unauthorized purpose; and
your use of Vylo will not violate any applicable law or regulation

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of Vylo (or any portion thereof).

Prohibited Activities

You may not access or use Vylo for any purpose other than that for which we make Vylo available. Vylo may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of Vylo, you agree not to:

Systematically retrieve data or other content from Vylo to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords
Circumvent, disable, or otherwise interfere with security-related features of Vylo, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of Vylo and/or the Content contained therein
Disparage, tarnish, or otherwise harm, in our opinion, us and/or Vylo
Use any information obtained from Vylo in order to harass, abuse, or harm another person
Make improper use of our support services or submit false reports of abuse or misconduct
Use Vylo in a manner inconsistent with any applicable laws or regulations
Engage in unauthorized framing of or linking to Vylo
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including spamming (continuous posting of repetitive video or audio), that interferes with any party's uninterrupted use and enjoyment of Vylo or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of Vylo
Engage in any automated use of the system, such as using scripts to post video or audio, or using any data mining, robots, or similar data gathering and extraction tools
Delete the copyright or other proprietary rights notice from any Content
Attempt to impersonate another user or person or use the username of another user
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1x1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms")
Interfere with, disrupt, or create an undue burden on Vylo or the networks or services connected to Vylo
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of Vylo to you
Attempt to bypass any measures of Vylo designed to prevent or restrict access to Vylo, or any portion of Vylo
Copy or adapt Vylo's software, including but not limited to Flash, PHP, HTML, JavaScript, or other code
Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of Vylo
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses Vylo, or using or launching any unauthorized script or other software
Make any unauthorized use of Vylo, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretense
Use Vylo as part of any effort to compete with us or otherwise use Vylo and/or the Content for any revenue-generating endeavor or commercial enterprise

User Generated Contributions

Vylo may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on Vylo, including but not limited to video, audio, text, photographs, graphics, comments, suggestions, or personal information or other material (collectively, Contributions). Contributions may be viewable by other users of Vylo and through third-party websites. As such, any Contributions you transmit may be treated in accordance with Vylo’s Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:

The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party
You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, Vylo, and other users of Vylo to use your Contributions in any manner contemplated by Vylo and these Terms
You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by Vylo and these Terms
Your Contributions are not false, inaccurate, or misleading
Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation
Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us)
Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone (as determined by us)
Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people
Your Contributions do not violate any applicable law, regulation, or rule
Your Contributions do not violate the privacy or publicity rights of any third party
Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors
Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms, or any applicable law or regulation

Any use of Vylo in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use Vylo.

Contribution License

You and Vylo agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings).

By submitting suggestions or other feedback regarding Vylo, you agree that we can use and share such feedback for any purpose without compensation to you.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on Vylo. You are solely responsible for your Contributions to Vylo and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding Vylo (Submissions) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original to you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

Application Management

We reserve the right, but not the obligation, to: (1) monitor Vylo for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from Vylo or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage Vylo in a manner designed to protect our rights and property and to facilitate the proper functioning of Vylo.

Term and Termination

These Terms shall remain in full force and effect while you use Vylo.

Without limiting any other provision of these terms, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of Vylo (including blocking certain IP addresses), to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these Terms or of any applicable law or regulation. We may terminate your use or participation in Vylo or delete any content or information that you posted at any time, without warning, in our sole discretion.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of Vylo at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on Vylo. We also reserve the right to modify or discontinue all or part of Vylo without notice at any time. We will not be liable to you or any third party for any modification, suspension, or discontinuance of Vylo.

We cannot guarantee Vylo will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to Vylo, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify Vylo at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use Vylo during any downtime or discontinuance of Vylo.

Nothing in these Terms will be construed to obligate us to maintain and support Vylo or to supply any corrections, updates, or releases in connection therewith.

Governing Law

These Terms shall be governed by and defined following the laws of the State of Delaware, and you irrevocably consent that the United States District Court for the District of Delaware shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these Terms.

Without prejudice to the foregoing, you agree that, in its sole discretion, Vylo may also bring any claim we have against you related to efforts to abuse, interfere, or engage with our products in unauthorized ways in the country in which you reside that has jurisdiction over the claim.

Dispute Resolution

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each a Dispute and collectively, the Disputes) brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least ten days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by the International Commercial Arbitration Court (ICAC) under the European Arbitration Chamber (Belgium, Brussels, Avenue Louise, 146) according to the Rules of this ICAC, which, as a result of referring to it, is considered as the part of this clause. The number of arbitrators shall be two. The language to be used in the arbitral proceedings shall be English. The cost of the arbitral proceedings shall be borne entirely by the Party bringing the Dispute to arbitration.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law,

no arbitration shall be joined with any other proceeding;
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

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration:

any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party;
any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and
any claim for injunctive relief

If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Corrections

There may be information on Vylo that contains typographical errors, inaccuracies, or omissions, including descriptions, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on Vylo at any time, without prior notice.

Disclaimer

Vylo is provided on an AS-IS and AS-AVAILABLE basis. You agree that your use of Vylo and our services will be at your sole risk. To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with Vylo and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranties or representations about the accuracy or completeness of Vylo's content or the content of any websites linked to Vylo and we will assume no liability or responsibility for any

errors, mistakes, or inaccuracies of content and materials,
personal injury or property damage, of any nature whatsoever, resulting from your access to and use of Vylo,
any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein,
any interruption or cessation of transmission to or from Vylo,
any bugs, viruses, trojan horses, or the like which may be transmitted to or through Vylo by any third party, and/or
any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via Vylo

We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through Vylo, any hyperlinked website, or any website or mobile application featured in any banner or other advertising, and we will not be a party to or in any way be responsible for monitoring any transaction between you and any third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.

Limitations of Liability

In no event will we or our directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your use of Vylo, even if we have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, our liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to us. Certain US state laws and international laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers or limitations may not apply to you, and you may have additional rights.

Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of:

use of Vylo;
breach of these Terms;
any breach of your representations and warranties set forth in these Terms;
your violation of the rights of a third party, including but not limited to intellectual property rights; or
any overt harmful act toward any other user of Vylo with whom you connected via Vylo

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

User Data

We will maintain certain data that you transmit to Vylo for the purpose of managing the performance of Vylo, as well as data relating to your use of Vylo. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using Vylo. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

Electronic Communications, Transactions, and Signatures

Accessing Vylo, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on Vylo, satisfy any legal requirement that such communication be in writing. You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via Vylo. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

Miscellaneous

These Terms and any policies or operating rules posted by us on Vylo or in respect to Vylo constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of Vylo. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

Contact Us

In order to resolve a complaint regarding Vylo, receive further information regarding Vylo, or bring anything else to our attention, please contact us via email, at support@vylo.com.

If you do not want to agree to these or any updated Terms, you can delete your account, here.