Vily Terms of Service
YOU ACKNOWLEDGE AND AGREE THAT, BY CREATING A VILY ACCOUNT, PURCHASING A PAID ACCOUNT, OR ACCESSING OR USING THE VILY SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE VILY SERVICES.
THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION AND CLASS ACTION WAIVER AS DESCRIBED IN THE ARBITRATION SECTION BELOW. YOU AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
SCOPE & MODIFICATIONS
Modifications. Vily reserves the right, in its sole discretion, to modify or replace this Agreement at any time. If we modify these Terms, we will post the modification on our site or provide you with notice of the modification on your Vily Account Details page. By continuing to access or use the Vily Services after the effective date of the modification, you are indicating that you agree to be bound by the modified Agreement. Customer agrees that it is Customer’s responsibility to check this Agreement periodically for changes and that its use of the Vily Services following the posting of any changes to this Agreement constitutes acceptance of those changes. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Vily Services.
Scope & Current Offerings. As of the Effective Date, Vily offers certain Vily Services to Customer. Vily may add, remove, suspend, discontinue, modify or update the Vily Services at any time, at its discretion. After the effective date of such update, Vily shall bear no obligation to run, provide or support legacy versions of the Vily Services.
Vily Enterprise Customers. If you have purchased a Vily Enterprise Plan, these terms may be supplemented or modified by a supplemental enterprise agreement and one or more order forms, the terms of which will control to the extent they conflict with these Terms.
Support, Uptime & Training. The training and level of customer support for the tier of Vily Services you purchase is set forth on the Vily Services pricing page.
Fees. Vily offers fee-based Vily Services that provide additional features and functionality. Pricing and services for paid accounts are described on Vily’s Services pricing page and may be updated from time to time. If you sign up for a paid account, you agree to pay Vily all applicable fees for the tier of Vily Services according to your selection. Fees are non-refundable except as required by law or as otherwise specifically permitted in this Agreement.
Auto-renewals and Trials. If your account is set to auto-renew or is in a trial period and you have already provided a method of payment to Vily for the Services, Vily will charge your payment account automatically at the end of the trial or beginning of each renewal term for the renewal term, unless you notify us that you want to cancel or disable auto-renewal before the expiration of the then-current term. You may terminate the Agreement in your account’s Account Details page, or, if you purchased your Service through a Vily account representative by contacting your Vily account representative. If you are on a paid account plan lasting twelve (12) months or longer, we will notify you within 30 days before your account renews, including any changes in the Fees for the plan.
Payment. Customer will pay Vily invoices on the payment interval selected. If not otherwise specified, payments will be due immediately. Customer authorizes Vily to charge Customer for all applicable Fees using Customer’s selected payment method through Vily’s online payments platform. Customer will provide complete and accurate billing and contact information to Vily. Vily may suspend or terminate the Services if Fees are past due. Unpaid Fees are subject to a finance charge of one percent (1.5%) per month (18% per annum), or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees.
Taxes. Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”), and Customer is responsible for all Taxes resulting from this Agreement or Customer’s use of the Vily Services. Vily will invoice Customer for Taxes when required to do so by applicable law, and Customer agrees to provide payment under the terms of the invoice. In the event Customer is required by law to deduct and withhold any Taxes on amounts payable under this Agreement, any amounts required to be withheld will be promptly deducted and timely remitted by the Customer on behalf of Vily to the appropriate taxation authority and Customer agrees that it will provide Vily with copies of all necessary documents (including but not limited to tax receipts received from the applicable tax authority) in order for Vily to claim and receive a foreign tax credit in an amount corresponding to the amount withheld by the Customer.
Downgrades. Vily reserves the right to downgrade, suspend or terminate Customer’s access to any or all Vily Services if Fees are past due.
LICENSE, METRICS AND COMPLIANCE;
Access Credentials. Vily shall provide Customer with non-transferable access credentials for the Vily Services. Customer shall not (i) misrepresent or mask identities when using the Vily Services or seeking access credentials; (ii) select or use as a username or Branded Short Domain a name subject to any rights of a person or entity other than Customer without appropriate authorization; (iii) select or use, as Customer’s username or Branded Short Domain, a name that is otherwise offensive, vulgar or obscene; or (iv) exceed any access permitted by Vily. Customer shall safeguard all access credentials provided by Vily and shall ensure the confidentiality and security thereof. To the extent Customer is a corporate entity rather than an individual (1) only employees and contractors of Customer (“Personnel”) may use the Vily Services; (2) Customer shall require its Personnel to comply with all Laws and the use restrictions (including user seat restrictions) set out in the Agreement or otherwise prescribed by Vily and shall not share access credentials to exceed the user limitations of the service tier Customer has purchased; (3) Customer represents and warrants that its Personnel have the capacity and authority to enter into this Agreement; and (4) Customer acknowledges that it shall be fully responsible for any acts or omissions of its Personnel, whether authorized or unauthorized. Vily may update, refresh or change the manner of accessing the Vily Services in its discretion.
Compliance Monitoring. Vily may monitor Customer’s use of the Vily Services for compliance with the Agreement. If Vily observes usage of the Vily Services that it believes are not in compliance with the Agreement, Vily will notify the Customer and give the Customer five (5) business days to remedy its non-compliance. If Customer does not remedy its non-compliance within five (5) business days, Vily reserves the right to suspend or terminate Customer’s use of the Vily Services. Vily reserves the right to suspend Customer’s use of the Vily Services without notice in the event that it believes, in good faith, the security of Customer’s Vily account has been compromised, or the Customer’s Vily account is being used for an unlawful purpose. And may suspend or terminate Customer’s access to the Services without notice for violation of the Agreement.
INTELLECTUAL PROPERTY & LICENSE RESTRICTIONS
Ownership. Except for any Customer Content or Customer Services, Customer acknowledges and agrees that Vily is the sole and exclusive owner of all right, title and interest in and to the Vily Services and Vily Link Metrics and all related documentation, source code, tools, scripts, processes, techniques, methodologies, inventions, know-how, concepts, formatting, arrangements, visual attributes, ideas, database rights, copyrights, patents, trade secrets, and other intellectual property, and all derivatives, enhancements, modifications and improvements thereof (“Vily Materials”). Nothing in this Agreement or any other document shall be deemed to transfer ownership of the Vily Materials. Except for the limited license rights expressly granted herein, no rights to Vily Materials are granted hereunder and all rights in such Vily Materials are reserved.
Feedback. Customer is not required to provide any suggestions, enhancement requests, recommendations or other feedback regarding the Vily Services or Vily Link Metrics (“Feedback”). However, if Customer does so, all right, title and interest in and to such Feedback shall be assigned to, and shall become the sole and exclusive property of, Vily upon its creation.
License Restrictions. Customer shall not share access credentials to exceed the user limitations of the service tier Customer has purchased. Customer and its Personnel shall not, and shall not permit any third party to: (i) access the Services or export data from the Services to create a service, software, documentation or data for a URL shortening service other than Vily or create shortened links or a service that is competitive with, substantially similar or confusingly similar to any aspect of the Vily Services or Vily Link Metrics; (ii) use, modify, display, perform, copy, disclose or create derivative works of the Vily Services except as expressly permitted herein; (iii) reverse engineer, decompile, disassemble, mimic, screen-scrape, frame or mirror the Vily Services or Vily Link Metrics, or use any other means to attempt to discover their source code except as expressly permitted herein; (iv) benchmark, encumber, distribute, sublicense, assign, share, sell, rent, lease, pledge or otherwise transfer the Vily Services or Vily Link Metrics to any third party; (v) transmit harmful, disabling or malicious code or devices, or infringing, defamatory, unlawful, tortious, deceptive, misleading, fraudulent, abusive, indecent or otherwise offensive content, or content that contains someone’s personal information or violates a third party’s intellectual property, privacy or publicity rights (“Prohibited Content”) through the Vily Services; (vi) access via automated or unauthorized means, interfere with, disrupt or attempt to monitor, override access or circumvent security measures for, the Vily Services or Vily Link Metrics or related systems, including via robots, spiders and other electronic methods; and (vii) obscure, remove or alter any proprietary rights or other notices on the Vily Services or Vily Link Metrics. Notwithstanding anything to the contrary herein, Vily may, in its sole discretion, immediately revoke the grant of rights set forth in Section 3 if Customer breaches or threatens to breach the restrictions in this Section or creates other security or legal concerns. Customer hereby agrees that Vily will be entitled, in addition to any other remedies available to it at law or in equity, to injunctive relief to prevent the breach or threatened breach of Customer’s obligations under this Section, without any requirement to demonstrate irreparable harm or post a bond.
Technical Restrictions. Customer shall not exceed the number and/or frequency of API calls, concurrent URL shortens or other access to or use of Vily Services in the relevant documentation or as otherwise provided by Vily in an Order Form. If Vily believes that Customer has attempted to exceed or circumvent these limitations, Vily may suspend or block Customer’s access to the Vily Services. Vily may monitor Customer’s use of the Vily Services, including to ensure Customer’s compliance with this Agreement.
Open Source Software. Vily Services may incorporate software that is subject to terms that, as a condition of use, copying, modification or redistribution, require such software and derivative works thereof to be disclosed or distributed in source code form, to be licensed for the purpose of making derivative works, or to be redistributed free of charge (“Open Source Software”). To the extent any Open Source Software license terms are inconsistent with this Agreement, then such rights in the applicable Open Source Software license shall take precedence over the rights granted in this Agreement, but solely with respect to such Open Source Software. Any applicable Open Source Software license is solely between Customer and the applicable licensor of the Open Source Software and Customer shall comply with the applicable Open Source Software license.
Third Party Materials. Vily Services may utilize third party software or source code, including without limitation Open Source Software (“Third Party Materials”). Vily has no control over Third Party Materials. Accordingly, Vily is not responsible or liable for any Third-Party Materials. While Vily has no obligation to monitor Third Party Materials, Vily may remove or modify such Third Party Materials in its discretion, including without limitation to comply with Law. Customer agrees to comply with all terms and conditions and privacy policies related to any Third Party Materials.
Trademarks. Vily grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use Vily’s names, logos, designs, and other trademarks incorporated into the Vily Services (“Vily Marks”) during the Term and solely for the purposes of displaying such notice as part of the Vily Services. Customer recognizes the validity of the Vily Marks and Vily’s ownership and title thereto. Any goodwill derived from the use of the Vily Marks by Customer shall inure to the benefit Vily. Customer will not challenge the Vily Marks, or Vily’s ownership and title thereto, or the USPTO application or registration thereof, either during or subsequent to the term of this Agreement. Customer shall execute such documents as may be reasonably requested by Vily, or required by law, to establish Vily’s sole and exclusive ownership and rights in the Vily Marks, or to obtain registration thereof. Customer agrees to use the Vily Marks consistent with Vily’s Brand Assets it makes available at https://Vily.com/pages/press, so as to protect and maintain the Vily Marks and Vily’s rights therein. To this end, Vily shall have the right to revoke the license granted in this Section and/or to review and approve the manner of use of the Vily Marks, and Customer agrees to modify the use of any Vily Marks which do not meet Vily’s standards. Notwithstanding the foregoing, Customer may not use any Vily Marks in any manner implying any partnership with, sponsorship by, or endorsement by Vily.
CUSTOMER SERVICES, CONTENT AND INFORMATION
Customer Services. Vily shall have no liability for any Customer product or service accessed through or making use of the Vily Services or any end user, customer or Personnel’s use thereof (“Customer Service”). Customer shall not use the Vily Services in any manner implying any partnership with, sponsorship by, or endorsement of the Customer Service by Vily. Customer shall not suggest or imply that Vily is the author of or otherwise responsible for the views or content of the Customer Service. The Vily Services shall not be used in connection with any Prohibited Content, or any activities where the use or failure of the Vily Services could lead to death, personal injury or property or environmental damage or adversely impact or impose liability on Vily in any manner.
REPRESENTATIONS AND WARRANTIES
Customer Content Warranties. Customer represents and warrants that Customer Content and all information on which the Vily Link Metrics are based, and the receipt, collection, use and provision thereof, shall not infringe or violate any third party rights, including without limitation any intellectual property, privacy and publicity rights; (ii) the Customer Content, and any information on which the Vily Link Metrics are based, was received, collected, used and provided to Vily in compliance with all applicable laws, rules and regulations and self-regulatory guidelines and requirements, including without limitation laws on privacy and data security, unsolicited messaging, unfair or deceptive practices, or United States trade or export restrictions (“Laws”); (iii) it has obtained all necessary consents, approvals or other authorizations or permissions for, and has complied with its posted privacy policies and all third-party terms and conditions or privacy policies in connection with, its receipt, use and/or provision of the Customer Content and all information on which the Vily Link Metrics are based; and (v) that none of the Customer Content or information or data on which the Vily Link Metrics are based contains any personally identifiable information or persistent identifiers from individuals under the age of 13.
Further Customer Warranties. Customer further represents and warrants that (i) it has implemented or contractually required industry-standard security measures to help protect the security and integrity of, and prevent, unauthorized access to the Vily Services or Vily Link Metrics, Customer Content and Customer Services; (ii) it will not do anything that will make the Vily Services subject to any open source or similar license which creates an obligation to grant any rights in the Vily Services; (iii) it will not disrupt, disable, erase, alter, harm, damage, interfere with or otherwise impair in any manner the Vily Services or Vily Link Metrics; (iv) in the event of any security breach or unauthorized access to any Vily Services, Vily Link Metrics, Customer Content and Customer Services, Customer will immediately investigate such breach and notify Vily in writing, and, unless otherwise notified by Vily, take all corrective action necessary to remedy such breach and/or comply with applicable Law and the requirements of Vily, all at Customer’s cost; and (v) Customer, Customer’s use of the Vily Services, the Customer Content and Customer Services will comply with all Laws and not violate or infringe upon any third party intellectual property, privacy or publicity rights.
VILY DISCLAIMERS. VILY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. VILY DOES NOT WARRANT THAT: (I) THE VILY SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) SHORTENED URLS, THE VILY SERVICES AND VILY LINK METRICS WILL BE ACCURATE, ERROR-FREE OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE VILY SERVICES ARE SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) THE RESULTS OF USING THE VILY SERVICES OR VILY LINK METRICS WILL MEET CUSTOMER’S REQUIREMENTS OR ANY OF ITS OR ITS USERS’, PERSONNEL’S OR CUSTOMERS’ BUSINESS NEEDS; OR (V) THE VILY SERVICES WILL BE UNINTERRUPTED OR THAT ANY INTERRUPTION WILL BE CORRECTED IN A TIMELY MANNER. CUSTOMERS USE OF THE VILY SERVICES AND VILY LINK METRICS IS SOLELY AT ITS OWN RISK. FURTHER, VILY MAKES NO REPRESENTATIONS OR WARRANTIES AND SHALL ASSUME NO LIABILITY AMOUNTS OR INDEMNITY OBLIGATIONS WITH RESPECT TO ENSURING THAT CUSTOMER’S USE OF THE VILY SERVICES AND VILY LINK METRICS COMPLY WITH ANY LAWS OR REGULATIONS OUTSIDE THE UNITED STATES AND CUSTOMER SHALL BE SOLELY LIABLE FOR SUCH COMPLIANCE. VILY SHALL BEAR NO RESPONSIBILITY FOR THIRD PARTY PRODUCTS OR SERVICES (E.G., OPEN SOURCE SOFTWARE, SOCIAL MEDIA PLATFORMS, THIRD PARTY MATERIALS OR FOR HOST OR APP STORE PROVIDERS). CUSTOMER RECOGNIZES THAT THE FIGURES CONTAINED IN THE VILY LINK METRICS PRODUCED HEREUNDER ARE ESTIMATES AND MAY BE SUBJECT TO STATISTICAL ERROR. VILY DOES NOT WARRANT THAT THE VILY LINK METRICS WILL BE COMPLETELY CORRECT, ACCURATE, TIMELY OR OTHERWISE RELIABLE. VILY HEREBY DISCLAIMS ANY LIABILITY FOR ANY USE OR RELIANCE ON THE VILY LINK METRICS BY CUSTOMER AND THIRD PARTIES.
INDEMNIFICATION AND RESPONSIBILITY
Customer Indemnification. Customer will defend, indemnify and hold harmless Vily, its parents, subsidiaries, affiliates and their employees, officers, directors, representatives, contractors, customers, business partners, successors and assigns (“Vily Indemnitees”) from and against any third party claims and actions, and resulting damages, liabilities and costs (including reasonable attorneys’ fees and expenses) incurred by Vily Indemnitees arising out of or directly or indirectly related to (a) the Customer Content, Customer Services or any other Customer products and services; (b) Customer’s acts and omissions hereunder, breach of this Agreement, or violation of Laws; and/or (c) any allegation of intellectual property, privacy or publicity infringement concerning Customer Content or Customer Services. Vily shall promptly notify Customer of any claim for which it seeks indemnification; provided, however, that any delay in providing notification shall not vitiate Customer’s indemnification obligations unless Customer is materially prejudiced thereby. Customer shall have sole control over the defense of any claim under this Section, except that Vily may approve any counsel used by Customer and that Vily may participate in the defense, at Customer’s cost. All settlements of indemnification claims require the consent of Vily.
LIMITATION OF LIABILITY
LIABILITY LIMITATION. IN NO EVENT SHALL VILY BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE VILY SERVICES, VILY LINK METRICS OR OTHERWISE HEREUNDER FOR ANY CLAIM RELATED TO (I) ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING); (II) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (III) ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE VILY SERVICES; (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CUSTOMER CONTENT AND OTHER DATA MAINTAINED OR TRANSMITTED BY OR THROUGH CUSTOMER’S USE OF THE VILY SERVICES; (V) CUSTOMER’S FAILURE TO PROVIDE VILY WITH ACCURATE ACCOUNT OR OTHER INFORMATION; (VI) ANY LIABILITY RESULTING FROM CUSTOMER’S FAILURE TO KEEP ITS PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; (VII) CUSTOMER’S FAILURE TO ACCESS THE VILY SERVICES DUE TO MALFUNCTION(S) IN EQUIPMENT, INFRASTRUCTURE, SYSTEM, OR THE NETWORK USED BY CUSTOMER; OR (VIII) AMOUNTS FOR ALL CLAIMS HEREUNDER IN THE AGGREGATE IN EXCESS OF $100.00.
TERM AND TERMINATION
Agreement Term. This Agreement shall commence on the date the Customer accepts this Agreement by creating an account or purchasing a paid service tier (“Effective Date”) and remain in effect for the duration of the term selected by Customer, unless otherwise terminated as permitted herein (“Initial Term”). If your paid account is set to automatically renew, please see section 2(B) above for the auto-renewal terms.
Right to Terminate. Vily may terminate this Agreement immediately in its discretion. Upon expiration or termination of this Agreement, all applicable rights and access granted to Customer shall automatically terminate and Customer and its Personnel shall cease any further use of the Vily Services and return, or, if directed by Vily, destroy, all Confidential Information of Vily. Any Section of this Agreement which by its nature would survive such expiration or termination shall so survive.
Contacting Vily. If you have any questions about these Terms, please contact us at [email protected]