Terms of Service

Last updated January 17, 2024

THE FOLLOWING TERMS (“AGREEMENT”) GOVERN YOUR USE OF SERVICES (“SERVICES”) PROVIDED BY VCITA INC. AND ITS AFFILIATES (“VCITA”, “WE”, OR “US”). PLEASE NOTE THAT SOMETIMES ADDITIONAL TERMS OR REQUIREMENTS MAY APPLY WITH RESPECT TO A SPECIFIC SERVICE AND IN SUCH CASE ADDITIONAL TERMS WILL BE AVAILABLE WITH SUCH SERVICE, AND THOSE ADDITIONAL TERMS SHALL BECOME PART OF THIS AGREEMENT IF YOU USE THOSE SERVICES.

vcita respects your privacy. Information obtained by vcita in respect of the use of the Sites and/or Services shall at all times be subject to vcita’s Privacy Policy which constitutes an integral part of this Agreement (“Privacy Policy”). vcita reserves the right to modify the Privacy Policy in its discretion from time to time. Therefore it is recommended that you read the Privacy Policy periodically. Continued use of the Sites and/or Services after any such changes shall constitute your consent to such changes. Our Privacy policy serves as an integral part of this Agreement.

vcita implements information security systems and procedures to secure your personal information and to prevent unauthorized access to the Sites and/or Services and any information routed through or stored on the Sites and/or Services. To learn more about how vcita secures personal information, please see our security page.

Notwithstanding the aforesaid, your use of Your Clients’ personal data shall be in accordance with this Agreement and your privacy policy located at your website. vcita is not responsible and will bear no liability to your privacy policy or to your compliance with it.

Use of Cookies

Cookies are alphanumeric identifiers that we transfer to your computer’s hard drive through your web browser to enable our systems to recognize your browser and tell us how and when pages in our website are visited and by how many people. Our cookies do not collect personal information, and we do not combine information collected through cookies with other personal information to tell us who you are or what your screen name or e-mail address is. The “help” portion of the toolbar on the majority of browsers will direct you on how to prevent your browser from accepting new cookies, how to command the browser to tell you when you receive a new cookie, or how to fully disable cookies. In addition to the information that you share with us, this web site uses standard log files. These logs include Internet Protocol (IP) addresses, browser type, Internet service provider (ISP), and page information in order to administer our website, refine content and flow, and to gather broad demographic information for aggregate use. For more information please refer to our Cookie Policy.

This web site does not target and is not intended to attract children under the age of 16. vcita does not knowingly solicit personal information from children under the age of 16 and does not send them requests for personal information.

GDPR & CCPA

To the extent that the provisions of Regulation (EU) 2016/679 (“GDPR”) or the provisions of the California Consumer Privacy Act (“CCPA”) apply to the processing of personal data under this Agreement, the vcita’s Data Processing Addendum serves as an integral part of this Agreement.

HIPAA

To the extent that vcita acts as a Business Associate, as defined by the Health Insurance Portability And Accountability Act (HIPAA), to you under this Agreement, the vcita Business Associate Agreement forms an integral part of this Agreement. vcita’s HIPAA-compliant services are available only in connection with a Business or Platinum account on the vcita Web-App (as defined below). If you do not have a Business or Platinum account, you and Your Clients (as defined below) are expressly prohibited from using the vcita Web-App in any manner that involves the maintenance, creation, transmission, receipt, use or processing of Protected Health Information, as defined by HIPAA. vcita will not be responsible in any manner to comply with HIPAA in connection with Essentials accounts on the vcita Web-App. If you have a Business or Platinum account and are a HIPAA covered entity or business associate, you must access and download the vcita Business Associate Agreement by clicking the HIPAA Business Associate button on your account page. This is the only way that vcita will know that you are subject to HIPAA and that the Business Associate Agreement applies to your account on the vcita Web-App. If you do not access and download the vcita Business Associate Agreement, vcita will be unable to comply fully with its HIPAA Business Associate obligations to you.

The Services

We may provide you access to our Services via our website (THE “Site(S)”), which offer various individual services, to be used together or separately, that enable you to a unique, smart way to interact with and manage your clients or users (“Your Clients”) and through our “vcita Web-App” (https://www.vcita.com) – a compact, quick-smart web app (“vcita Web App“) that keeps you fully connected to your business, whenever and wherever you are. With vcita Web App you can manage your clients, appointments, payments and marketing from one single app, in addition to other services provided via such Service. The Sites provide you with access to the comprehensive information regarding, inter-alia, the Services, the product’s concept, news regarding vcita, job opportunities and so forth, including any other content related to the Services such as contact information, videos, text, files, logos, button icons, images, data compilations, links, other specialized content, technical data, documentation, know-how, specifications materials, designs, data, the “look and feel” of the Sites, algorithms, source and object code, interface, GUI, interactive features related graphics, illustrations, drawings, animations, and other features obtained from or through the Services and/or the Sites (collectively, the “Content”).

Our Services may include the sending of push-notifications, messages, emails and alerts via various means of communication. In addition, Our Services may include third party advertisements and/or commercial content.

vcita reserves the right to make changes, at any time, to the Services, the Sites and this Agreement. Your continued use of the Services and/or the Sites will constitute your acceptance of any new or amended terms and conditions.

Registration and User Account

You must register and create an account (“Account”) in order to use the Services. When you register and create an Account, we will ask you to provide us with certain contact and personal details. You are requested to update such information from time to time, promptly following any change to it. Bear in mind that false, incorrect, or outdated information may prevent you from registering, and may impair our ability to provide you with the Services. Registration may also be done by using an existing social network account (e.g., Google), as further detailed in our Privacy Policy. Our use of your personal data is subject to our Privacy Policy. In connection with the vcita Web-App, you may also register, if you are not already registered, to our payment gateway or with a third-party payment gateway (such as “PayPal”) through which you shall collect your fees from Your Clients (the “Gateway”).

Your Account is password protected. In order to protect the security of your personal information available on your Account, you must safeguard and not disclose your Account log-in details and you must supervise the use of such Account. You are solely and fully responsible for maintaining the confidentiality of the password and Account and for all activities that occur under your Account. If we in good faith believe you have created an Account impersonating another person, such Account may expose you to civil and/or criminal liability.

CANCELLING OR TERMINATING YOUR ACCOUNT MAY CAUSE THE LOSS OF CERTAIN INFORMATION YOU PROVIDED US AND/OR THE CAPACITY OF YOUR ACCOUNT. WE DO NOT ACCEPT ANY LIABILITY FOR SUCH LOSS.

Your Client’s Fees

The vcita Web-App allows you to create and send detailed invoices to Your Clients based on information you provide, including, but no limited to, the description of your company, the services you provide, any applicable taxes and so forth. Upon scheduling an appointment or ordering your services, Your Clients will be directed by the vcita Web-App to make the required payment to your account at the Gateway through one of the payment methods recognized by the Gateway (including but not limited to credit cards, debit cards and bank accounts). The payments will be transferred by the Gateway to your account minus any fees payable to the Gateway in accordance with the Gateway’s specific terms of service. You hereby grant us permission to utilize any applicable technological means in order to facilitate the above-mentioned connection between Your Clients, the vcita Web-App and the Gateway. You are fully responsible for the determination and collection of the fees from Your Clients as well as for any dispute, chargebacks and refunds required by Your Clients, the Gateway or other financial institution involved in the payment process and we will not have any control or responsibility with regards to any of the forging.

WE ARE NOT RESPONSIBLE FOR THE INFORMATION YOU PROVIDE IN YOUR INVOICES OR FOR ANY FAILURE BY USERS TO MAKE DUE PAYMENTS OR FOR YOUR FAILURE TO COLLECT SUCH PAYMENTS. IT IS YOUR RESPONSIBILITY TO SET UP YOUR TAXES CORRECTLY. VCITA IS NOT AN ACCOUNTING SYSTEM FOR TAX REPORTING PURPOSES.

Third Party Service

Some of the Services, are provided by our third party authorized service providers (“Third Party Service Operator(s)”).

IMPORTANT: USING THIRD PARTY SERVICE OPERATORS’ SERVICES MAY INCUR ADDITIONAL CHARGES NOT INCLUDED IN OUR SUBSCRIPTION FEES (FOR WHICH YOU WILL BE SOLELY RESPONSIBLE) AND SUCH PAYMENT FOR TRANSACTIONS YOU CONDUCT WITH THIRD PARTY SERVICE OPERATORS MAY BE PROCESSED BY US OR BY SUCH THIRD PARTY SERVICE OPERATOR DIRECTLY, AS APPLICABLE.

Please note that we may transfer certain personal information and non-personal information to Third Party Service Operators in order to provide you with such services and that Third Party Service Operators may independently collect personal information and non-personal information as a result of your use of their services. Your use of the Third Party Service Operators’ services is subject to the applicable Third Party Service Operators’ terms of use and privacy policies as may be in effect from time to time. If you do not agree to the practices described in such terms you should not use such Third Party Service Operators’ services. However, in such case you may find that you are not able to enjoy some of the features available by the Services.

Third Party Service Operators may also require that you grant them access to your social network accounts and/or to certain information and/or data included in your Account. For more information regarding the collection and use of information by Third Party Service Operators, please review Our Privacy Policy.

Note that use of Third Party Service Operators’ tools and services is voluntary and you may decide not to use such services or tools and/or to opt-out of and/or not register with Third Party Service Operators.

Additionally, note that any engagement you may have with Third Party Service Operators and/or use of Third Party Service Operators’ tools and services offered via our Services is made at your own risk and responsibility and we shall bear no responsibility or liability for your use of such service.

Our payment services and Gateway are subject to the vcita Payment Services Terms which serve as an integral part of this Agreement.

Please note that in order to provide the YouTube add-on feature on certain Services vcita is using the YouTube API. By using the YouTube social icon and/or add-on features you are agreeing to YouTube’s terms of service, which can be found here: https://www.youtube.com/t/terms.

Our Fees

Certain of the Services may be offered free of charge. Other Services, or certain features therein, are provided in consideration of fees as further detailed in our pricing page.

Please note that the subscriptions to the Services may operate with automatic renewal, on a recurring-fees basis, therefore we may attempt to automatically renew the applicable Service for a renewal period equal in time to the original subscription period for such Service, and automatically charge you the applicable fees using the payment method We have on file. All fees and other amounts paid under these terms are nonrefundable.

IP Ownership

The audio and visual information, documentation, data, software, products, services, material and related graphics available on the Sites and the Services (“Materials”) are provided by vcita (including its affiliates). The Services and the Materials contained therein and on the Sites are protected by copyright laws, international copyright treaties, and other intellectual property laws and treaties.

As between you and vcita, vcita alone owns all rights, title and interest evidenced by, embodied in, and/or attached/connected/related to the Services and the Materials. vcita’s name, trademarks, service marks, logos and the product names associated with the services provided by vcita (including through its affiliates and under different names through which vcita does business, such as inTandem), are trademarks and/or service marks and/or trade names owned by vcita or third parties that licensed their rights to vcita, and no right or license is granted hereunder to use them. You may not reproduce, edit, modify, display, distribute or make any other use of the Services or the Materials, in any form or by any means, without vcita’s prior written consent. vcita grants you permission to integrate the Services on your website and use it solely for the performance of your services, provided that you do not modify the Services or any Materials and provided further that you retain all copyright and proprietary notices as they appear in the Services and Materials.

You expressly agree that our logos and other references to vcita such as “powered by vcita” or others as determined solely by us will be displayed on the vcita Web-App’s interface (or other Services, if applicable).

To the extent you provide any feedbacks, comments or suggestions to us (“Feedback”), We shall have an exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into any of our current or future products, technologies or services and use same for any purpose all without further compensation to you and without your approval. You agree that all such Feedback shall be deemed to be non-confidential. Further, you warrant that your Feedback is not subject to any license terms that would purport to require us to comply with any additional obligations with respect to any of Our current or future products, technologies or services that incorporate any Feedback.

You may not use the Services, or any content contained in the Materials in any manner that may give a false or misleading impression or statement as to vcita or any third party referenced in the Services or the Materials. You agree to use this site, the Sites, the Services and the Materials accessible via the site only for lawful purposes.

We do not claim ownership over content, such as text and images that you upload through the Services. However, when you do so, you represent and warrant to us that you are the rightful owner of all rights to that content or that you are licensed by the rightful owners to post and use such content on the Internet through the Services, in accordance with this Agreement. Without derogating from the foregoing, vcita does not endorse or assume any responsibility with respect to content posted by you through the Services and marked improperly.

This Agreement does not convey to you any ownership interest in or to the Sites and/or Services, but only a limited and revocable right of use in accordance with the terms of this Agreement. Nothing in this Agreement constitutes a waiver of vcita’s intellectual property rights which include, without limitation, unpatented inventions and ideas, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world and under any law, as well as any goodwill associated therewith. Use of the Services in violation of the limited license granted hereunder will result in the termination of this Agreement and may expose you to claims for damages. You agree to take all necessary steps to prevent any unauthorized disclosure or use of the Services, or any part thereof, by others.

Restrictions

Except as expressly permitted in this Agreement, you may not: (i) commercially exploit the Services, other than as allowed hereunder, or reselling or distributing the Services (for the avoidance of doubt, other than to Your Clients as allowed hereunder); (ii) display publicly, decompile, disassemble, reduce to human readable form, execute publicly, adapt, process, compile, translate, lend, rent, reverse engineer or combine the Services with other software or services; (iii) interfere in any manner with the functionality of the Services or use them in any way that breaches any code of conduct, policy or other notice applicable to the Sites and/or Services; (iv) copy any ideas, features, functions or graphics of the Sites and/or the Services or any Materials; (v) use the Sites and/or Services for commercial purposes (other than for the performance of your services), including but not limited to, using the vcita Web-App’s platform to send commercial email solicitation or advertisements or any unsolicited bulk e-mail or unsolicited commercial e-mail or any activities that violate anti-spamming laws and regulations; (vi) modify, alter or create derivative works of the Sites and/or Services, or any part thereof, either by yourself or by a third party on your behalf, in any way or by any means whether electronic, mechanical, optical or others, other than expressly permitted in this Agreement; (vii) remove or tamper with any trademark, logo, copyright or other intellectual property notice appearing on or contained within the Services, whether of vcita or any other third parties; or (viii) otherwise use the Sites and/or the Services not in compliance with the terms of this Agreement.

Beta Features

In addition to the Services, vcita may make available to you, Beta or other pre-release features (“Beta Features”). Beta Features may not be considered “Services” under these Terms and may be subject to supplemental terms in addition to those set out herein, which will be presented to you; however, all restrictions, vcita’s reservation of rights and your obligations concerning the Services, and your use shall apply equally to your use of the Beta Features. vcita may discontinue Beta Features at any time in its sole discretion and may never make them generally available and is not obligated to provide any maintenance, technical, or other support for the Beta Features.

You hereby acknowledge that the Beta Features (i) are not at the level of performance or compatibility of final, generally available services; (ii) may not operate correctly, (iii) may be modified prior to being made generally available; (iv) may not be made for general release, and (v) should not be used in a commercial way.
By using the Beta Features, you understand and acknowledge that the Beta Features are being provided as a “Beta” version and made available on an “As Is” or “As Available” basis. The Beta Features may contain bugs, errors, and other problems. You will immediately inform us of any bugs or errors experienced, and otherwise provide your feedback to, and cooperate with vcita on Beta Features as reasonably requested by us.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, VCITA TAKES NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH THE PRE-RELEASE FEATURES AND YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE BETA FEATURES, AND ANY LOST OF OR DAMAGE TO SOFTWARE, INFORMATION OR DATA.

Responsibilities and Acceptable Use of the Services

You are solely responsible for the performance of your services to Your Clients, even if you use the Services in connection therewith, and the manner in which your services are performed to Your Clients, and we will not bear any liability in connection therewith nor will we be responsible for any claim arising out of, or resulting from, your services or their performance by you. You are solely responsible for creating backup copies of your data at your sole cost and expense.

By using the Sites and/or the Services, you represent to us that: you are at least 16 years old; you are qualified to use the Services; and, if applicable, you will operate and conduct your business in accordance with any professional laws, rules and regulations which apply to you or to the field of practice in which you operate, to the extent exist, and with any legal obligations imposed on you in connection therewith.

You are responsible for all of the acts or omissions associated with your access and use of the Sites and/or Services and the access and use of the Sites and/or Services by anyone on your behalf. You undertake to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Sites and/or Services, including those related to data privacy, international communications and the transmission of technical or personal data.

You undertake to comply with any instructions concerning access to and/or use of the Sites and/or Services that vcita may offer from time to time. You specifically agree not to, in any way: (i) access (or attempt to access) the Sites and/or Services by any unauthorized means; (ii) use of any automated system or software to extract data from the Sites and/or Services, for commercial or non-commercial purposes; (iii) breach this Agreement or any other applicable rules and instructions that we may convey with respect to the use of the Sites and/or Services; (iv) interfere with or disrupt the integrity or damage the performance of the Sites and/or Services or any other computer system or network or circumvent or manipulate the operation, or functionality of the Sites and/or Services, including any hosting services provided by third parties to facilitate the Sites and/or Services; (v) post false, inaccurate, or misleading content or content which is not compatible with the defined topics, or with the rules of behavior, in or using the Sites and/or Services; (vi) use robots, crawlers and similar applications to collect and compile content from the Sites and/or Services, for the purposes of competing with the Sites and/or Services, or in such ways that might impair or disrupt their functionality; (vii) impersonate any person or entity, or make any false statement pertaining to your identity, age, employment, agency or affiliation with any person or entity; (viii) collect or process personal information of third parties (including Your Clients) without their explicit consent; (ix) be involved in any illegal activities, including promoting, transmitting, or otherwise making available gambling sites or services or disseminating, promoting or facilitating child pornography; (x) violate the security or integrity of any network, computer or communications system, software application, or network or computing device involved in the Sites and/or Services; (xi) interfere with the proper functioning of any system, including deliberate attempt to overload a system by mail bombing, or flooding techniques; (xii) send, store, provide or link through the Sites and/or Services to any content or material that contain or may reasonably be deemed as:

Infringing or violating intellectual property rights of other parties, including patents, copyrights and trademarks;
Software viruses, Trojan Horses, Worms, Vandals, Spyware and any other Malicious Applications or any other similar software or programs that may damage the operation of the Sites and/or the Services;
Encouraging, supporting, assisting, providing instructions or advising in the committing of a criminal offense, under applicable laws;
Constituting a violation of a person’s right for privacy or right of publicity;
Prohibited by any applicable law, including court restraining orders, to be posted, published, disseminated, or otherwise made available to the public;
Threatening, abusive, harassing, defamatory, libelous, vulgar, obscene or racially, ethnically or otherwise objectionable;
Unsolicited commercial communications (“spam”), chain letters, or pyramid schemes.

Should vcita become aware that you have violated this Section (or any part of it), vcita shall be entitled, at its own discretion, to remove the content in violation immediately, terminate your Account and notify the relevant authorities.

Your Content

vcita reserves the right to review any content posted using the Sites and/or Services and delete, remove, block access to it, or refuse to upload it through the use of the Sites and/or Services, for any reason that vcita may consider to be justified in our sole discretion, including: (i) preventing misuse of the Sites and/or Services; (ii) when we deem the content to be in breach of this Agreement, or an infringement of any applicable law; (iii) when your Account is cancelled, either by yourself or by us; and (iv) when the owner of content that you have posted on the Internet wishes it to be removed, whether as result of a person’s complaint, or of our own initiative.

We do not warrant or guarantee that any content that you wish to upload, store, provide, or link to through the Sites and/or Services, will be uploaded, stored, provided or linked to.

Nothing in the foregoing, however, shall impose on vcita any responsibility to check, review, screen or supervise any content posted on the Sites and/or Services, and nothing in the foregoing shall derogate from or relieve you of any of your representations, warranties and undertakings in this Agreement.

Fines for traffic violations

As of January 1, 2024, vcita customers may be subject to a new set of non-compliance fines for messaging traffic violations on all mobile channels that traverse the phone network (including SMS and MMS Short Codes, Toll-free Numbers, and 10DLC) in the USA (“Fines”). The Fines, imposed only when vcita is actually fined by its mobile carriers, may range between a few hundred dollars to a few thousand dollars for phishing, smishing, social engineering; illegal content; and other violations (including, but not limited to sexual, hate, alcohol, firearms and tobacco).

In the event of a violation, vcita will be alerted of the incident by its carriers and will further notify the relevant customer accordingly, providing information relative to the violation and the corresponding fine.

Fines will be automatically applied to your payment method usually one (1) month in arrears;

We do not expect our carriers to allow appeals regarding traffic violation Fines. In specific circumstances, we may try to appeal the violation, but you should expect that if an incident is considered against carrier rules, the appeal will probably be rejected, and the Fine remain.

vcita may implement traffic monitoring mechanisms, however, we encourage you to monitor your own network content for compliance.

Use of Ai Tools

Some of our Services may include use of artificial intelligence and generative artificial intelligence (collectively “ AI ”) which are based on large-scale language-generation model. Our AI services are still under development and are considered Beta Features.

When using our AI services, you should be aware and take into consideration that: (i) you control how to leverage our AI services. We understand that our clients have diverse needs and preferences, and our AI services allow the specific use of each client. You can stop using our AI services at any time; (ii) due to the nature of machine learning, output generated by our AI services may not be unique across users and may generate the same or similar output for you or a third party. Responses that are requested by and generated for other users are not considered your content and We make no representations or warranties with regards to such output, including of ownership thereof; (iii) all output generated by our AI services must be reviewed by you and you have ultimate responsibility for the use of and the content created by our AI services; (iv) when using our AI services, including by providing or making available any input or content or using any output or content you must not violate any applicable law or any of our terms, or infringe any third party rights, including but not limited to, intellectual property rights or privacy rights.

Our AI services are a provided to you, should you choose to use them, as a decision support system but the final decision of how you use the output of our AI service is yours and you are responsible for all use and decisions made by you based on our AI services. Use of our AI services may result in incorrect and inaccurate output with respect to people, places, or facts. You should evaluate the accuracy of any output as appropriate for your use case, including by using human review of such output. USE OF OUR AI SERVICES AND/OR OUTPUT IS MADE AT YOUR OWN RISK AND VCITA SHALL NOT BE RESPONSIBLE AND DISCLAIMS ANY AND ALL LIABILITIES FOR YOUR USE OF OUR AI SERVICES OR THE OUTCOME OF YOUR USE OF OUR AI SERVICES.

You may NOT use our AI services with respect to anyone under the age of 13.

Disclaimer of Warranties

vcita intends for the Materials contained on this site to be accurate and for the Sites and/or Services to be reliable. The Materials and the Sites and/or Services may, however, contain technical inaccuracies, typographical errors or other mistakes. vcita may make corrections or other changes to Sites and/or Services and the Materials at any time. vcita reserves the right to make corrections, modifications, enhancements, improvements and other changes to the Sites and/or Services and to its products, programs and services at any time, or to discontinue the Sites and/or Services or any other products, programs, or services without notice.

In addition, the performance of the Sites and/or Services is measured using specific computer and communication systems and components and reflects approximate performance of the tested products. Any difference in hardware or software may affect actual performance.

TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, THE SITES, THE SERVICES AND MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU ACKNOWLEDGE AND AGREE THAT YOU WILL EXERCISE YOUR OWN INDEPENDENT ANALYSIS AND JUDGMENT IN YOUR USE THEREOF. VCITA ASSUMES NO LIABILITY FOR YOURUSE OF THE SITES, SERVICES AND THE MATERIALS OR ANY APPLICATIONS OR ASSISTANCE PROVIDED BY VCITA.

NOTHING IN THIS AGREEMENT CONSTITUTES ANY WARRANTY OR REPRESENTATION ABOUT THE SUITABILITY OF THE SITES, SERVICES AND/OR THE MATERIALS FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON–INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT.

OTHER THAN AS EXPRESSLY STATED HEREIN, WE ARE NOT A PARTY TO ANY TRANSACTION CONDUCTED WITH THIRD PARTY SERVICE OPERATORS VIA THE SERVICES, AND ARE NOT THE SELLER OR SUPPLIER OF ANY OF THE GOODS OR SERVICES THAT MAY BE AVAILABLE BY THIRD PARTY SERVICE OPERATOR. WE DO NOT HAVE ANY OF THE LEGAL OBLIGATIONS THAT APPLY TO THE SELLERS OF THOSE GOODS OR SERVICES. IN ADDITION, ALL GOODS AND SERVICES OFFERED BY THIRD PARTY SERVICE OPERATORS VIA THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, DESCRIPTIONS, DEALS AND PRODUCE AND COMMODITIES OFFERED, IS SUPPLIED TO US BY THE RELEVANT THIRD PARTY SERVICE OPERATOR, IS NOT VERIFIED BY US AND DOES NOT BIND US IN ANY FORM. IN ANY CASE WHERE SUCH INFORMATION PROVIDED VIA THE SERVICES CONTRADICTS OR IS INCONSISTENT WITH INFORMATION PROVIDED TO YOU BY RELEVANT THIRD PARTY SERVICE OPERATOR DIRECTLY, ONLY INFORMATION SUPPLIED BY SUCH THIRD PARTY SERVICE OPERATOR DIRECTLY SHALL PREVAIL.

YOU AGREE THAT USE OF THE SITES, THE SERVICES AND/OR THE MATERIALS IS ENTIRELY AT YOUR OWN RISK.

INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.

Limitation of Liability

TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL VCITA BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION RESULTING FROM USE OF THIS SITE OR ARISING OUT OF THE USE OR PERFORMANCE OF THE SITES, THE SERVICES OR THE MATERIALS, REGARDLESS OF WHETHER VCITA OR AN AUTHORIZED VCITA REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE.

INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.

Indemnification

You agree to indemnify, defend and hold harmless vcita and its officers, managers, directors, shareholders, employees, sub-contractors, agents, licensors and anyone acting on their behalf, at your expense and immediately after receiving a written notice from us, from and against any damages, loss, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, resulting from any complaint, claim or demand by any third party, including Your Clients, arising from or in connection with the use of the Sites and/or Services, any transaction between you and Your Clients, any of your actions or omissions with respect to the performance of this Agreement, any communications that you convey through the Sites and/or Services, or your breach of this Agreement (including, without limitation, any of your undertakings or representations thereunder) or any other terms, rules or regulations applicable to the Sites and/or Services or your violation or infringement of other persons rights.

Trademarks

The trademarks, service marks and logos used and displayed on this site, the Sites and/or Services are registered and unregistered trademarks and service marks of vcita, its affiliates and others. All other registered and unregistered trademarks used on the Sites or the Services are the property of their respective owners. Except as provided herein, you are not granted, expressly or by implication, estoppel or otherwise, any license or right to use any vcita trademark, service mark or logo used or displayed on the site or the Sites and/or Services without the prior express written permission of vcita. When used with vcita’s permission, all trademarks must be identified as trademarks of vcita using the appropriate symbol (e.g., ™ or ®) at the first occurrence in the text of any published printed or electronic communications.
You acknowledge and agree that vcita may use your name and logo in order to identify you as a customer of vcita or user of the Services, on our websites, marketing materials or otherwise in public announcements. You may revoke you’re your consent at any time, by contacting [email protected].

Availability and Internet Delays

The availability and functionality of this site, the Sites and/or Services depend on various factors and elements, including software, hardware and communication networks, which may be provided by third parties. These factors are not fault free. We do not warrant or guarantee that this site, the Sites and/or Services will operate without disruption, limitations, delays, errors or interruptions, or that it will be accessible, or available at all times, or immune from unauthorized access or error free.

Term and Termination

THIS AGREEMENT IS EFFECTIVE FROM THE MOMENT OF YOUR ACCEPTANCE, BY CLICKING ON THE “I AGREE” BUTTON (OR ANY SIMILAR BUTTON), AND SHALL CONTINUE IN FULL FORCE AND EFFECT UNTIL TERMINATED IN ACCORDANCE WITH THE TERMS OF THIS SECTION. vcita has the right to terminate this Agreement immediately, upon written notice to you. You have the right to terminate this Agreement immediately, upon written notice to us, provided, however, that any Fees that have been received by us prior to such termination shall be non-refundable.

The expiry or termination of this Agreement for any reason shall not affect any rights, obligations or liabilities accrued before the date of termination or expiry, or any rights, obligations or liabilities specifically stated herein to continue in force after and despite expiry or termination.

Notices

vcita may give you notice (on behalf of vcita or other third parties, to the extent necessary) by means of a general notice on the Services or by electronic mail to your e-mail address on record in vcita’s account information or by a notice via the Services. Such notice shall be deemed to have been given upon the expiration of 48 hours after posting or 12 hours after sending by email. You may give notice to vcita at any time by contacting support. We reserve the right to publish – including on our website – any communications with you, as long as your personal details shall not be revealed without your prior consent.

Consent to Recording

vcita may be recording any visual or audio communication and conversations between you and vcita or anyone on its behalf. You consent to such recording, by vcita at any time, waive any further notice of such recording, and agree to notify any person acting on your behalf of such recording. You explicitly agree that any such recordings may be submitted as evidence in any proceedings relating to this Agreement. Any recording is subject to vcita’s privacy policy.

Modification to Terms

vcita reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Sites and/or Services. Changes will take effect 7 days after vcita has posted an initial notification unless such amendments are made in order to comply with legal requirements. In such cases the amendments will become effective immediately upon their initial posting, or as required.

You agree to be bound by any of the changes made in this Agreement, including changes to any and all documents, forms and policies incorporated thereto. Continued use of the vcita Web-App after any such changes shall constitute your consent to such changes. If you do not agree with any of the amended terms, you must cease any further use of the Sites and/or Services. The date at the end of this Agreement indicates the last date that this Agreement was updated.

We advise you to periodically read the terms of this Agreement, as they may change from time to time.

Changes in Ownership

We may transfer ownerships rights and title in the Sites, Services and/or in vcita (whether by way of merger, sale of shares, sale of assets, license or otherwise), to a third party, provided that your rights remain in effect according to this Agreement. In that case, all of the details and information pertaining to you will be passed on to the third party receiving the rights therein and you hereby give your prior consent thereto.

Survival

The provisions of the intellectual property, disclaimer of warranty, limitation of liability and indemnification sections, shall survive the termination or expiration of this Agreement for whatever reason.

Contact Information

All requests for further information or for permission to use the Sites and/or Services or reproduce any portions of the Materials in addition to the permission granted above should be directed to: [email protected].

No Agency

This Agreement and the use of the Sites and/or Services by you will not be construed as, and do not create, or imply a relationship of agency, joint venture, franchise or partnership between you and vcita, unless expressly stated herein. You may not make any representations, bind or hold yourself out as a representative of vcita.

Miscellaneous

This Agreement shall be exclusively governed by the laws of the State of Delaware, without regard to the choice or conflicts of law provisions thereof, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Delaware. You agree to resolve any dispute or claim that you may have against us and to submit to personal jurisdiction in the exclusive jurisdiction of courts in Delaware. This Agreement comprises the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision, with all other provisions remaining in full force and effect. The failure of vcita to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by vcita in writing. The section headings in this Agreement are included for convenience only and shall take no part in the interpretation or construing of this Agreement. “Including”, whether capitalized or not, means without limitation. This Agreement may not be assigned by you without the prior written approval of vcita and any assignment without such prior written consent shall be null and void. vcita may freely assign its rights and obligations in this Agreement, in part or in full.