Vinst.me Terms of Service
These Terms of Service, as amended from time to time, together with any other terms, agreements and policies referenced herein (which constitute an integral part hereof) (these "Terms") constitute a legally binding agreement between Vinst, Inc. (the "Company") and the customer accepting these Terms (the "Customer"). The Terms govern the manner in which the Customer may use and access the Platform (as defined below) and the Services (as defined below) available through the Platform. The Customer's use of the Platform and the Services signifies the Customer's understanding and agreement to be bound to these Terms and to comply with the applicable law, rules and regulations. If Customer does not agree to these Terms, Customer may not register or use the Platform and the Services.
1. The Platform
1.1. Subscription to the Platform.
The Company offers its users an online platform which includes: (i) a virtual cooking assistant, (ii) design tools which allow Customer to upload images, recipes and other content to the Platform and to create, design and print customized recipes books (the "Platform", the "Services", and "Printed Books", respectively). The Company shall make the Platform available to Customer during the Subscription Term subject to the terms hereof.
1.2. Permitted Use.
Without derogating from Section 4.2 below, Customer may only use the Platform for the Customer's personal non-commercial use, as permitted by and subject to these Terms (the "Purpose").
1.3. Subscription Limitations.
The right to install, use and access the Platform and the Services as set forth in Section 1.1 above, is granted solely to the Customer and is limited, non-transferable, non-exclusive, non-assignable and non-sub-licensable. The Platform and the Services may only be used by individuals who: (i) can form legally binding contracts under applicable law, , and (ii) are not prohibited by law to subscribe to and use the Platform and/or the Services.
1.4. Modification or Discontinuation of the Platform and the Services.
The Company may change or update the Platform or the Services at any time, including the availability of any feature, content or database, and the Company may impose limitations or restrictions on certain features and services or on the access to the Platform or use of the Services (or any part thereof), without notice or liability. Furthermore, the Company may offer alternative or additional features to certain Customers, that may not be offered to others.
2. Free Trial; Free Services; Pre-Released Services
2.1. Trial Services and Free Services.
The Company may offer, from time to time, some of its services on free trial versions or without any charge ("Trial and Free Services"). The Company reserves the right to modify, cancel or limit any Trial and Free Service at any time without any liability.
2.2. Pre-released Services.
The Company may offer, from time to time, some of its Services in an alpha or beta versions (the "Pre-Released Services") and will use best endeavors to identify such Pre-Released Services as such. Pre-Released Services are services that are still under development, and as such they may be inoperable or incomplete, and may contain bugs, suffer disruptions or not operate as intended and designated.
2.3. Governing Terms of Trial and Free Services and Pre-released Services.
The Trial and Free Services and the Pre-Released Services are governed by these Terms, provided that notwithstanding anything in these Terms or elsewhere to the contrary, in respect of Trial and Free Services and Pre-Released Services (i) such services are licensed hereunder on as "As-Is" "As Available" basis, with no liability or warranties, express or implied, of any kind; and (ii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF COMPANY, ITS AFFILIATES OR ITS THIRD-PARTY SERVICE PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SERVICES AND THE THIRD PARTY SERVICES), EXCEED US$ 1.00. The Company makes no promises that any Trial and Free Services or Pre-Released Services will be made available to the Customer or generally available.
3. Registration to the Platform
3.1. Account Registration.
In order to use to the Platform, the Customer shall register and create an account (the "Account"). The Company reserves the right to refuse a Customer's registration or to block Customer's access to the Platform, at the Company's discretion.
3.2. Account Information.
As part of the registration process, the Customer may be required to provide the Company with certain personal information (including, name, phone number, e-mail address, etc.) and to select a password. The Customer: (i) agrees to provide the Company with accurate, complete, and updated registration information; (ii) acknowledges that he/she is solely responsible for the activity that occurs on his/her Account; (iii) agrees to keep his/her Account credentials secured; and (iv) undertakes to notify the Company immediately of any breach of security or unauthorized use of his/her Account. The Customer will be solely responsible for any losses incurred by the Company or a third party, due to any unauthorized usage of the Account by the Customer or any other third party on his/her behalf.
4. Customer Content
4.1. General.
While using the Platform and the Services, certain data may be uploaded or transferred by the Customer to the Platform to be processed by the Platform on the Customer's behalf (the "Customer Content"). Customer Content may include data, information, files, documents, texts, designs, graphics, audio files or other sounds, photographs, images, videos, illustrations and other content, uploaded, transferred, posted or otherwise made available by the Customer to or by the use of the Platform and the Services. As between the Customer and the Company, all rights in the Customer Content shall remain with Customer. Customer is and shall remain at all times fully and solely responsible for any Customer Content uploaded to the Platform.
4.2. Customer Content.
Customer hereby grants the Company and its Sub-processors an irrevocable, perpetual, non-exclusive, worldwide, royalty-free, fully paid, sub-licensable right and license to access, use, process, copy, download, store, distribute, display and print the Customer Content, solely for the purpose of maintaining and providing the Platform and the Services and as required to resolve technical and security problems or otherwise as permitted by these Terms or in writing by Customer. Customer represents and warrants that (i) Customer owns or has all the necessary licenses, rights, consents, approvals and permissions to grant the Company the aforementioned right and license and to authorize the Company and its Sub-processors to access, use, process, copy, download, store, distribute and display the Customer Content, without infringing or violating any copyrights, privacy rights, publicity rights, trademarks or any other contractual, intellectual property or proprietary of any third party; (ii) any Customer Content and any use thereof do not and shall not violate any applicable laws, including those related to data privacy or data transfer and export or any policies and terms governing such Customer Content; (iii) Customer Content shall not include sensitive data that is protected under a special legislation and requires unique treatment (such as protected health information or credit, debit or other payment card data); and (iv) Customer is solely responsible for obtaining the consent of the parent or guardian ("Parental Consent") before transferring or uploading to the Platform any information, including images, of any children.
4.3. Restrictions.
Customer may not, and may not permit or aid others to upload, transfer, display, post, send, incorporate, contribute or otherwise make available to the Platform any Customer Content that: (i) infringes, violates, misuses or otherwise interferes with any copyright, patent, trademark, trade secret or other right of any third party; (ii) is defamatory, abusive, pornographic, harassing, threatening, racist, or constitutes an invasion of a right of privacy of another person, or is otherwise offensive, violent, vulgar, obscene, pornographic, contains nudity, or otherwise harms or can reasonably be expected to harm any person or entity; (iii) is illegal or encourages or advocates illegal activity; (iv) posts or transmits any communication or solicitation designed or intended to obtain password, account, or private information from any third party; (v) contains viruses, trojan horses, worms, or any other computer programs designed to interrupt, destroy, or limit the functionality of the Platform or any system, computer software, hardware or telecommunications equipment; (vi) creates a false identity or impersonates another person; (vii) "stalks" or otherwise harasses another or is antisocial, disruptive, or destructive, including "flaming", "spamming", "flooding" and "trolling" as such terms are commonly understood and used on the internet; (viii) violates any applicable local, state, national or international law or regulation; or (ix) includes any personal information of others, including, without limitation, their names, addresses, email addresses or telephone numbers, unless Customer has permission from such persons to do so. Customer is solely responsible for any violation of the aforementioned and for any damage or loss to the Company or any other third party resulting therefrom. The Company shall not be obligated to maintain or backup any Customer Content, and it may remove any Customer Content from the Platform at any time without prior notice, at its sole discretion.
5. Intellectual Property and Right to Use
5.1. Company Intellectual Property.
All right, title and interest in the Platform, including without limitation, any content, materials, software, know-how, data files, documentation, code, SDK, API, designs (including the "look and feel" of the Platform), graphics, text, media, music, designs, audio files or other sounds, photographs, images, videos, illustrations, interactive features, methodologies, artwork, names, logos, trademarks and services marks (excluding Customer Content), any and all related or underlying technology and any updates, new versions, modifications, improvements, developments or derivatives thereof, including any product of the Platform or any content created through the Platform, is the property of the Company and its licensors and these Terms do not convey to the Customer any interest in or to the Platform, except for a limited right of use as set forth herein, terminable in accordance with these Terms.
5.2. Prohibited Use.
Customer may not, and may not permit or aid others to: (i) use the Platform for any purpose other than the Purpose; (ii) copy, modify, alter, translate, emulate, create derivative works based on, or reproduce the Platform or any content created through the Platform; (iii) give, publish, sell, resell, distribute, assign, pledge or transfer (by any means), display, sublicense, rent, lease or otherwise share the rights granted under these Terms to any third party, or use the Platform in any service bureau arrangement; (iv) publish, sell, resell, assign, pledge or transfer (by any means), sublicense, rent, lease or otherwise grant any right in any work or content created through the Platform; (v) reverse engineer, de-compile, decrypt, revise or disassemble the Platform or any part thereof, or extract source code from the object code of the Platform, or access or use the Platform in order to build a competing product or service; (vi) bypass any measures the Company may use to prevent or restrict access to the Platform, and/or take any action intended to circumvent or disable the operation of any security feature or measure of the Platform; (vii) access the Platform or Company's systems via any means other than through the interface provided by the Company, or via automated means, including by crawling, scraping, caching or otherwise; (viii) use the Platform in any manner that is illegal or not authorized by these Terms; (ix) take any action that imposes or may impose (as determined by the Company in its sole discretion) an unreasonable or disproportionately large load on Company's (or Company's service providers') infrastructure; (x) interfere or attempt to interfere with the integrity or proper working of the Platform; (xi) remove, deface, obscure, or alter Company's or any third party's identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Platform; or (xii) provide any third party access to the Platform through Customer's Account.
5.3. Feedback.
Customer may notify the Company of any design or functional errors, anomalies, and problems associated with the Platform discovered by it and provide the Company suggestions, comments, ideas, or any other feedback regarding the Platform (the "Feedback"). Any such Feedback shall become the Company's sole property without any restrictions. The Company may use any Feedback at its sole discretion, free from any right of the Customer or any third party and without any obligation towards Customer. Customer hereby assigns to Company all right, title, and interest worldwide in the Feedback and any intellectual property rights related thereto, and explicitly and irrevocably waives any and all claims associated therewith. Customer shall not provide the Company with Feedback which infringes any third party right.
5.4. Intellectual Property Infringements.
In the event that the Company believes that the Platform, or any part thereof, may infringe intellectual property rights of third parties, then the Company may, in its sole discretion: (i) obtain (at no additional cost to Customer) the right to continue to use the Platform or the allegedly infringing part thereof; (ii) replace or modify the allegedly infringing part of the Platform so that it becomes non-infringing while giving substantially equivalent performance; or (iii) if the Company determines that the foregoing remedies are not reasonably available, then the Company may require that use of the allegedly infringing Platform or part thereof shall cease, and in such an event Customer shall receive a prorated refund of any Subscription Fees paid for the unused portion of the Subscription Term.
5.5. Intellectual Property Infringements Claims.
The Company respects intellectual property rights of others. The Company will respond to notices of alleged copyright infringement that comply with the law and are properly provided to the Company. Such notices should be reported using the Company's DMCA Process. Without limiting any other rights the Company may have, the Company may delete or disable access to content that is alleged to be infringing and terminate repeat infringers. The Company's designated agent for notice of alleged copyright infringement on the Platform or Services is:
Address: 8 Lombardy Street, Suite #40436, Newark, NJ, 07102
Email: legal@vinst.me
Following receipt of an infringement notice, the Company will follow with additional instructions.
6. Privacy; Data Protection; Anonymous Information
6.1. Privacy Policy.
Customer acknowledges and agrees that the use of the Platform by the Customer is governed by the Company's Privacy Policy available at: https://www.vinst.me/privacy ("Privacy Policy"). The Privacy Policy shall constitute and integral part of these Terms. Certain categories of Personal Data are subject to special protections under Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation, hereafter "GDPR"). These include Personal Data relating to among others, a person's racial origin, religious beliefs, health, sexual orientation, listed in Article 9 of the GDPR ("Special Categories of Data") and Personal Data related to children (together with Special Categories of Data, "Sensitive Data"). You hereby represent and warrant that you will not provide any Customer Content that contain Sensitive Data unless you have obtained explicit consent if and as required under applicable law from the relevant individual (including Parental Consent if and as required) and that you shall be solely responsible and liable for any such Sensitive Data, including in the event of any data breach relating to the Services.
6.2. Anonymous Information.
The Company may collect, monitor and use Anonymous Information (as defined below), inter alia to provide, develop, maintain, improve, demonstrate and market the Platform. "Anonymous Information" means information about use of the Platform which does not enable identification of an individual, such as aggregated data, metadata and analytic information.
6.3. Artificial Intelligence.
Customer acknowledges that the Platform is provided by using artificial intelligence tools. While efforts have been made to ensure the quality and reliability of the Service provided through the Platform, there may be limitations, inaccuracies, or biases present, which are beyond the reasonable control of the Company. In addition, Company may freely use the Customer Content provided by the Customer in order to train the Company's artificial intelligence models, without any liability or obligation towards Customer.
7. Third Party Software and Services
7.1. Sub-processors.
Customer acknowledges that the Platform is hosted and made available by certain sub-processors of the Company (the "Sub-processors"). The Company may remove, add or replace its Sub-processors from time to time, at its sole discretion.
7.2. Free Software.
The Platform may include third party "open source" or "Free Software" components that are subject to third party terms and conditions ("Third Party Terms"). If there is a conflict between any Third Party Terms and the terms of these Terms, then the Third Party Terms shall prevail but solely in connection with the related third party component. The Company represents and warrants that it is in compliance with the notice and attribution aspects of the Third Party Terms. The license terms, copyright notices and available source code with respect to Third Party Terms can be found at http://www.vinst.me/license.
7.3. Other Content, Products and Services.
The Platform display and may contain links to other third-party content, products and services or may enable Customer to view, access, engage and procure certain services, content and products provided by third parties (the "Third Party Services"). Customer acknowledges and agrees that regardless of the manner in which such Third Party Services may be presented or offered to Customer, Company does not endorse any such Third Party Services or shall be in any way responsible or liable with respect to any such Third Party Services. BY ACCESSING AND/OR USING THE THIRD PARTY SERVICES, CUSTOMER ACKNOWLEDGES THAT ITS ACCESS AND USE OF THE THIRD PARTY SERVICES ARE AT ITS SOLE DISCRETION AND RISK, AND CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING SUCH THIRD PARTY SERVICE ARE IN COMPLIANCE WITH CUSTOMER'S REQUIREMENTS AND ANY APPLICABLE LAW OR REGULATION, AND THE COMPANY WILL NOT INCUR ANY LIABILITY WITH RESPECT THERETO.
8. Subscription; Payment
8.1. Subscriptions Term and Fees.
The Platform is provided on a subscription basis subject to Customer registering and opening an Account (the "Subscription"). The Subscription includes certain services and products offered to the Customer for no consideration (the "Free Subscription"), and advanced services and products that the Customer may (i) purchase on a one-time basis in consideration for a one-time payment of the amount set forth opposite such service or product in the Platform (the "One-time Purchase" and the "One-time Fee"), or (ii) subscribe for periodic subscription by upgrading the Free Subscription to a premium version in consideration for a monthly, semiannual or annual subscription fee as set forth opposite such subscription option on the Platform (the "Premium Subscription" and the "Subscription Fee"). The Company reserves the right at any time to charge fees for any services or products included in the Free Subscription, and to change the One-time Fee and the Subscription Fee (together, the "Fees"), provided however, that any increase of the Subscription Fee during the Subscription Term (as defined below), shall be subject to notice to Customer and shall only become effective upon the end of the then-applicable Subscription Term (as defined below). All new Fees, if any, will be posted prominently on the Platform in the appropriate locations. "Subscription Term" shall mean a period of one month, half a year or one year, as applicable, and any additional Renewal Period (as such term is defined in Section 8.2 below).
8.2. Subscription Auto-Renewal.
In order to ensure that Customer will not experience any interruption or loss of services, the Premium Subscription shall automatically renew by default for a renewal period equal in time to the original Subscription Term (excluding any renewal period) (each a "Renewal Period") at the then applicable Subscription Fee, unless canceled by either the Company or the Customer prior to its expiration.
8.3. Payment.
The One-time Fee will be paid to the Company upon purchase of the One-time Purchase. The Subscription Fee for each Subscription Term will be paid in advance upon registration to the Premium Subscription. All Subscription Fees are non-cancelable and non-refundable, unless required otherwise by mandatory law. All One-time Fees are non-cancelable and non-refundable, except as set forth below. Payments for Printed Books may also be made using a valid Gift Voucher as defined below and subject to Section 10. Delinquent payments may bear compounded interest, as of the payment due date and until paid in full, at a rate equal to the lower of: (i) 1.5% per month, or (ii) the highest rate permitted by law. The aforesaid shall not derogate from any other right or remedy to which the Company may be entitled. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by the Company in collecting any payment. Any services and products offered on the Platform for consideration shall be made available to Customer only following receipt by the Company of the amounts due by Customer, which may include payment via a valid Gift Voucher. If the Company is unable to charge the Fees through Customer's approved payment means, or if a Gift Voucher is invalid or expired, the Company may, in addition to other remedies, suspend or terminate the services or products purchased or subscribed for by Customer. Unless expressly indicated otherwise, all Fees are stated in US dollars.
8.4. Taxes.
The Fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties, which may be imposed in respect of these Terms (the "Taxes"), except for Israeli income tax imposed on the Company. If Customer is located in a jurisdiction which requires Customer to deduct or withhold Taxes or other amounts from any amounts due to the Company, Customer shall promptly notify the Company in writing and the Company shall make reasonable efforts to avoid any such Tax withholding, provided, however, that in any case, Customer shall bear the sole responsibility and liability to pay such Tax and such Tax shall be "grossed up" and added on top of the Fees payable by Customer.
8.5. Payment Processing.
Customer hereby authorizes the Company, either directly or through third party's payment processing service, to charge the Fees via Customer's selected payment method. Payments processed by a third party are in such third party's exclusive responsibility and are subject to such third party's terms and conditions. Customer agrees that such third party's terms and conditions shall apply to its payment of the Fees. THE COMPANY WILL NOT BE LIABLE FOR THE ACTIONS OR OMISSIONS OF ANY THIRD-PARTY PAYMENT PROCESSOR. Customer hereby authorizes third-party payment processor to provide data and information to the Company. The Company will be free to replace the payment processor service from time to time or process payments itself.
8.6. Credit Card.
Credit card details may be needed to complete the purchase of services certain products offered on the Platform. Customer authorizes the Company to continue to charge its credit card or any replacement card upon the beginning of each Renewal Period for the then current Subscription Fee. Failure by the Company to charge Customer's credit card shall not derogate from Customer's payment obligation.
9. Additional Terms for Purchase of Printed Books, Refunds and Cancellations
9.1. Printed Books are a tailor-made product, produced and printed at the Customer's request. Thus, subject to any applicable law, purchase of Printed Books is non-cancelable and non-refundable. However, in case a Customer requests to cancel the order of a Printed Book before the production process started, the Company shall make reasonable efforts to accommodate such requests (without any guarantee). Such cancelation shall be made ex-gratia. Cancelation requests should be made by a written notice sent to info@vinst.me.
9.2. Refund shall only be considered for Printed Books which were not printed correctly in a material respect. The Company takes no responsibility for the quality of the Printed Books or the use thereof. The Company takes no responsibility for the delivery and transport of the Printed Books or the state in which the Printed Books will arrive at the address provided by the Customer. Any request for a refund should be made by email to info@vinst.me and must include a pictures of the product purchased and sufficient information. In case of Gift Voucher, such refund may only be provided in the form of Gift Voucher.
10. Gift Vouchers
10.1. General.
Company may offer Customers the ability to purchase digital gift vouchers ("Gift Voucher"). Each Gift Voucher represents a prepaid value that can be redeemed exclusively for Printed Books available on the Platform. Gift Vouchers are valid only for use in the United States.
10.2. Redemption.
Gift Vouchers may only be redeemed through the Platform. Redemption requires an active Account and acceptance of the then-current Terms of Service and Privacy Policy. Gift Vouchers cannot be exchanged for cash or credit except where required by applicable law.
10.3. Validity and Expiration.
Each Gift Voucher shall remain valid for a period of six (6) months from the date of issuance, or as otherwise required by law. After such period, any unused balance will be subject to expiration and forfeiture, and will not be refunded, subject to any applicable law.
10.4. Fees.
No dormancy, inactivity, or service fees apply to Gift Vouchers, except as expressly permitted by law and disclosed prior to purchase.
10.5. Refunds and Replacements.
Gift Voucher purchases are final and non-refundable. Company is not responsible for lost, stolen, destroyed, or unauthorized Gift Vouchers or codes.
10.6. Transferability.
Gift Vouchers are transferable once. The Company is not responsible for any unauthorized use or transfer.
10.7. Lost or Stolen Vouchers.
The Company is not responsible for lost, stolen, or damaged Gift Vouchers. Lost or stolen Gift Vouchers will not be replaced, except where required by applicable law. Customer must protect the Gift Voucher and keep it confidential.
10.8. Fraud and Misuse.
Company reserves the right to reject, suspend, or cancel any Gift Voucher that was obtained or used fraudulently, unlawfully, or in violation of these Terms. Suspicious transactions may be referred to law enforcement.
10.9. Limitations.
Gift Vouchers may not be resold, used for advertising, promotional, or commercial purposes, or redeemed for any purpose other than as expressly permitted by these Terms, without Company's prior written consent.
10.10. Customer Service.
For inquiries related to Gift Vouchers, including balance or redemption issues, please contact info@vinst.me.
11. Termination
11.1. Termination or Suspension by Company.
Company may terminate or suspend Customer's Subscription immediately, without prior notice or liability, if Customer breaches, or fails to comply with, any of the provisions contained in these Terms, and in each of the following events: (i) the Company believes, in its sole discretion, that Customer or any third party is using the Platform in a manner that may impose a security risk, may cause harm to the Company or any third party, and/or may create any liability to the Company or any third party; (ii) if the Company believes, in its sole discretion, that Customer or any third party is using the Platform in breach of these Terms or applicable laws; or (iii) if the Company is unable to charge the Fees, if applicable, through Customer's approved payment means or if any payment is or is likely to become, overdue. The aforementioned rights are in addition to any rights and remedies that may be available to the Company accordance with these Terms and/or applicable law.
11.2. Termination by Customer.
Customer may terminate its Subscription to the Platform by cancelling the Subscription, whereby termination will take effect at the end of the then-current Subscription Term and shall not derogate from Customer's obligation to pay Fees for the Subscription Term, if applicable.
11.3. Effect of Termination.
Unless expressly indicated otherwise in these Terms, the termination or expiration of these Terms shall not relieve Customer from its obligation to pay due Fees. Upon termination or expiration of these Terms, Customer's Subscription and all rights granted to Customer hereunder shall terminate, and Customer shall cease to have access to the Platform and any Customer Content. Customer is solely responsible to export all available Customer Content prior to such termination or expiration, and following termination or expiration, the Company may delete the Customer Content without retaining any copy thereof.
11.4. Survival.
All the provisions of these Terms which by their nature should survive termination (including, without limitation, ownership and intellectual property, warranty disclaimers, indemnification obligations and limitations of liability) shall remain in full force and effect following termination thereof, for any reason whatsoever. Termination of these Terms shall not relieve Customer from any obligation arising or accruing prior to such termination or limit any liability which Customer otherwise may have to the Company.
12. Warranty and Disclaimer
12.1. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT ACCESS TO AND USE OF THE PLATFORM, AS WELL AS ANY RELATED SERVICES PROVIDED BY THE COMPANY, ARE AT CUSTOMER'S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND RESULTS IS SOLELY WITH CUSTOMER.
12.2. EXCEPT AS EXPLICITLY SET FORTH HEREIN, THE PLATFORM IS SUPPLIED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT WARRANTIES, GUARANTEES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE. COMPANY DOES NOT WARRANT THAT THE USE OF THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE OR WILL MEET CUSTOMER'S SPECIFIC REQUIREMENTS OR EXPECTATIONS, OR THAT ANY INFORMATION OR ADVICE OBTAINED BY CUSTOMER AS A RESULT OF CUSTOMER USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION OBTAINED BY CUSTOMER THROUGH OR FROM THE PLATFORM SHALL CREATE ANY WARRANTY OR IMPOSE ANY LIABILITY NOT EXPRESSLY STATED IN THESE TERMS.
12.3. COMPANY MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING THE PLATFORM AND CUSTOMER'S USE THEREOF, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, SECURITY, COMPATIBILITY, NON-INFRINGEMENT OR COMPLETENESS OF RESPONSES, RESULTS AND LACK OF NEGLIGENCE.
13. Limitation of Liability
NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
13.1.
IN NO EVENT SHALL COMPANY, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, AFFILIATES, AGENTS, MEMBERS OR EMPLOYEES BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY: (I) SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES; (II) LOSS OF OR DAMAGE TO CUSTOMER'S SYSTEMS, DEVICES, DATA, INFORMATION, GOODWILL, PROFITS, SAVINGS, OR PURE ECONOMIC LOSS; (III) THE FAILURE OF INDUSTRY STANDARD SECURITY MEASURES AND PROTECTIONS; AND/OR (IV) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES; REGARDLESS OF (A) WHETHER COMPANY, ITS AFFILIATES OR THIRD-PARTY PROVIDERS, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE; OR (B) THE THEORY OR BASIS OF LIABILITY (SUCH AS, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT).
13.2.
CUSTOMER SPECIFICALLY AGREES THAT COMPANY IS NOT RESPONSIBLE OR LIABLE FOR ANY UNLAWFUL, EXPLICIT OR OTHERWISE OBJECTIONABLE CONDUCT OF ANY OTHER PARTY ON OR THROUGH THE PLATFORM, OR FOR ANY INFRINGEMENT OR VIOLATION OF CUSTOMER'S RIGHTS BY ANY OTHER PARTY, INCLUDING, WITHOUT LIMITATION, PRIVACY RIGHTS.
13.3.
TO THE EXTENT PERMITTED BY LAW, COMPANY'S AGGREGATE AND TOTAL LIABILITY FOR ALL DIRECT CLAIMS, DAMAGES AND LOSSES (WHETHER IN CONTRACT, TORT OR OTHERWISE), IS LIMITED TO THE FEES PAID TO THE COMPANY FOR USE OF THE PLATFORM IN THE SIX MONTHS PRECEDING THE CAUSE OF THE CLAIM, PROVIDED, HOWEVER, THAT IN THE EVENT OF SERVICES PROVIDED BY THE COMPANY FOR NO CONSIDERATION, THE COMPANY'S AGGREGATE AND TOTAL LIABILITY SHALL BE ZERO.
14. Indemnification
14.1. Indemnification by Customer.
Customer shall defend, indemnify, and hold harmless the Company and its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, liabilities, loss, reasonable expense or costs (collectively, "Losses") incurred as a result of any third party claim (i) related to any Customer Content, including infringement or violation of a third party's right (including without limitation, intellectual property or privacy rights); or (ii) resulting from Customer's breach of these Terms.
15. Miscellaneous
15.1. Compliance.
While using the Platform, the Customer will comply with applicable laws.
15.2. Amendments.
The Company reserves the right to change these Terms at any time by posting a new version at https://www.vinst.me/privacy. In the event of a material change, Company shall notify the Customer by posting a notice in the Platform or in the Company's website, or by sending the Customer an email. Any such modifications shall become effective immediately upon posting.
15.3. Export Control.
The Platform may be subject to Israeli, U.S. or foreign export controls, Laws and regulations (the "Export Controls"), and Customer agrees and confirms that: (i) Customer is not located or uses, exports, re-exports or imports the Platform (or any portion thereof) in or to, any person, entity, organization, jurisdiction or otherwise, in violation of the Export Controls; (ii) Customer is solely responsible for complying with applicable Export Controls which may impose additional restrictions, prohibitions or requirements on the use of the Platform.
15.4. Force Majeure.
Neither Company nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, pandemic diseases, acts of God, war, terrorism, and governmental action.
15.5. Governing Law; Jurisdiction.
These Terms and its performance shall be governed by the laws of the State of New York, USA, without regard to conflict of laws' provisions that would result in the application of the laws of any other jurisdiction. The parties hereto submit the exclusive jurisdiction to the courts of the State of New York, USA.
15.6. Class Action Waiver.
WHERE PERMITTED UNDER APPLICABLE LAWS, CUSTOMER AND COMPANY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both Customer and the Company agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding.
15.7. Entire Agreement.
These Terms (and the other terms, agreements and policies referenced herein) constitute the entire agreement between Customer and the Company with respect to Customer's use of the Platform, and supersede all prior or contemporaneous understandings regarding such subject matter.
15.8. Assignment.
Company may assign at any time any of its rights and/or obligations hereunder to any third party without Customer's consent. Customer may not assign any of its rights or delegate any obligations hereunder, in whole or in part without the prior written consent of Company, and any attempt by a Customer to do so shall be deemed null and void.
15.9. Relationship of the Parties; No Third Party Beneficiaries.
The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to these Terms.
15.10. Severability.
In the event that a court of competent jurisdiction finds any provision of these Terms to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect, and such provision shall be reformed only to the extent necessary to make it valid, enforceable and legal.
15.11. No Waiver.
The failure of the Company to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed by Company in writing.
16. Additional Terms for Content Creators
These Additional Terms for Content Creators (the "Creator Terms") supplement and form an integral part of the Vinst.me Terms of Service (the "Terms"). Capitalized terms not defined herein shall have the meanings given in the Terms. In the event of conflict between these Creator Terms and the Terms, these Creator Terms control solely with respect to the subject matter hereof, and the Terms remain in full force and effect.
16.1. Scope and Relationship to the Terms.
These Creator Terms govern the relationship between Vinst, Inc. (along with its subsidiaries, the "Company") and content creators who use the Platform and Services to create, produce and distribute printed and electronic books comprised of their content as uploaded to the Company's Platform (respectively, "Creator" and "Creator Books"). The Terms, as supplemented and modified herein, including general provisions on eligibility, registration, acceptable use, rights in content, intellectual property, privacy, payment processing, termination, warranty disclaimers, limitation of liability, indemnification, and governing law, shall apply to Creators and Creator Books.
16.2. Appointment and Exclusivity, Right and License.
As between the Creator and the Company, Creator retains ownership of all rights in and to the Creator Books. CREATOR APPOINTS THE COMPANY AS THE EXCLUSIVE PUBLISHER AND DISTRIBUTOR OF THE CREATOR BOOKS. The foregoing includes the worldwide, exclusive, transferable, royalty-free and licensable right and license to print, publish, distribute and sell the Creator Books in printed (softcover and hardcover) and on-line form throughout the world, in any language, including, without limitation via the Platform and any associated distribution channels operated by or on behalf of Company, for the term specified in the Order Form executed between Company and the Creator (the "Order Form"). During the exclusivity period specified in the Order Form, the Creator will not authorize any third party to distribute the Creator Books by any means, except as explicitly set forth herein or in the Order Form. In addition, the Company shall have the exclusive worldwide right to sell or license the rights in the Creator Books set forth below upon such terms as the Company deems advisable. The proceeds received by the Company from the sale or license of such rights shall be divided between the Creator and the Company as set forth in the Order Form. The Company shall also have the following rights: a) book club rights; b) textbook rights; c) anthology rights; d) first serial rights (i.e., publication of condensations, excerpts, digests, serializations, and extracts in newspapers and periodicals before first publication in book form); e) selection rights (such as a catalogue that produces its own edition of the work); f) abridgment/condensation rights; g) large print rights; h) mass-market paperback rights; i) trade (quality) paperback rights; j) merchandising and commercial rights; k) audio rights (i.e., the right to use or adapt the Creator Books or any portion thereof as a basis for audio through any method of recording or transmission now known or hereafter devised, including, without limitation, copying or recording by phonographic, magnetic, laser, electronic, or any other means and whether on phonograph records, audio cassettes, audio discs, or any other human or machine-readable audio medium and the broadcast or transmission thereof, now known or which may be devised in the future); l) online database (via time-sharing access equipment or direct downloading); m) all other forms, formats, platforms, and standards now in use or which may in the future be in use during the term specified in the Order Form; and n) picture, dramatic, television, radio, and allied rights.
Company is also granted the right to use or license others to use the approved name, likeness, and biography of the Creator, the Creator Books and the title of the Creator Books, in whole or in part, or any adaptation thereof as the basis for trademark or trade name for other products or for any other commercial use in connection with such other products.
During the term specified in the Order Form, if Creator creates or proposes to create any sequel, revision, updated edition, or derivative work based on any Creator Book, Creator shall first offer such work to Company for publication under substantially the same terms as this agreement. Company shall have thirty (30) days from receipt of Creator's written proposal to notify Creator whether it wishes to publish such work. If Company declines or fails to respond within such period, Creator shall be free to offer the work to third parties; provided, however, that Creator shall not enter into any agreement with a third party on terms materially more favorable than those offered to the Company without first offering Company the opportunity to match such terms.
16.3. Company Responsibilities.
Company will manage printing and production of Creator Books, order processing, shipment and delivery logistics via the Platform, and customer service relating to orders placed through the Platform. Company's refund, cancellation, and printed books policies in the Terms will apply to sales transacted via the Platform, as specified in Section 16.10 below.
16.4. Delivery; Remedies.
The Company manages fulfillment but is not liable for carrier delay, damage, loss in transit, or delivery failures beyond the applicable customer-refund replace policy under the Terms.
16.5. Pricing and Taxes.
The Creator will designate the recommended retail price for the Creator Books ("MSRP") via the Order Form, and applicable VAT or other indirect taxes will be included in such MSRP in accordance with the Terms and applicable law.
Creator will bear all direct and indirect taxes applicable to any payment to Creator under the applicable Order Form, including any income, withholding, VAT or similar taxes imposed on such payments.
16.6. Off-Platform Sales by Creator.
Creators may sell physical copies of Creator Books directly to end customers outside the Platform, subject to: (a) such off-platform sales being limited to physical copies only; and (b) such sales not being offered at a retail price lower than the MSRP specified in the Order Form for the same edition/specification of the Creator Book.
Creators may purchase physical copies of Creator Books created by such Creator directly from Company for personal or promotional use at a discount from the MSRP as specified in the Order Form. Company may, at its discretion, provide complimentary copies to the Creator upon initial publication, with the quantity and terms set forth in the Order Form.
16.7. Commercial Terms and Revenue Distributions.
All commercial terms, including any revenue shares, operational or platform fees, MSRP, settlement currency, reserves, promotional pricing rules, discounting parameters, and any other financial variables will be set forth exclusively in the Order Form.
16.8. Payment Timing; Statements; Setoff.
Payment timing, statement cadence, and delivery method will be as stated in the Order Form, and may include chargeback adjustments, refunds, and other deductions consistent with the Terms and applicable law. Company may recover amounts owed by Creator via setoff or invoice adjustment where permissible. Payments will be administered via Company's payment processing arrangements as set forth in the Terms.
16.9. Content Standards; Rights Clearances.
Creator shall not, during the term specified in the Order Form, publish or authorize the publication of any work that is substantially similar to or directly competitive with any Creator Book, without prior written consent of the Company. For the avoidance of doubt, this restriction does not apply to content published by Creator prior to the Effective Date of the Order Form or to content that is substantially different in subject matter, format, or target audience.
Creator represents and warrants that all content included in Creator Books is authorized for the uses contemplated hereunder and under the Terms, does not infringe third-party rights, and complies with the Platform's content restrictions. Creator is solely responsible for procuring any necessary rights, permissions, and clearances. Company may remove or disable content or listings that it reasonably believes violate law or the Terms, and will follow its standard process for copyright notices.
Company shall include appropriate copyright notices on all copies of Creator Books distributed to the public in accordance with applicable copyright laws. As between the parties, Creator retains all rights to register copyright in the Creator Books in Creator's name. Upon Creator's written request, Company shall cooperate in executing any documents reasonably necessary to evidence Creator's ownership of copyright.
16.10. Returns, Refunds, and Customer Issues.
Returns, refunds, cancellations, and related customer issues for Platform sales will be handled in accordance with the Terms' printed books' refunds, and cancellation provisions, as may be updated from time to time. Any adjustments resulting from such matters may be reflected in Creator settlements in accordance with the Order Form.
16.11. Term; Termination; Effect of Termination.
If Company ceases to make any Creator Book available for sale through the Platform for a continuous period of six (6) months (other than due to Creator's breach or request), and Creator provides written notice requesting that Company resume distribution, Company shall have sixty (60) days to either resume distribution or provide written notice of its intent to do so within a commercially reasonable timeframe. If Company fails to resume distribution or provide such notice, Creator may terminate this agreement with respect to the affected Creator Book upon thirty (30) days' written notice, whereupon all rights granted hereunder with respect to such Creator Book shall revert to Creator, subject to any outstanding obligations under the Order Form and any licenses previously granted by Company.
The term and any exclusivity period will be specified in the Order Form. Either party's termination rights in the Terms apply to Platform access and Services. Upon termination or expiration, distribution via the Platform will cease, Company may remove the listing and disable sales, and the surviving provisions of the Terms and these Creator Terms will continue as required to effect final settlements, handle post-sale obligations, and comply with legal requirements.
16.12. Indemnity; Limitation of Liability.
The indemnification provisions in the Terms apply to Creators and Creator Books. Without limiting the foregoing, Creators shall defend, indemnify, and hold harmless Company for third-party claims arising from Creator Books or Creator's breach, as set forth in the Terms. Company's aggregate liability remains subject to the limitations in the Terms.
16.13. Governing Law; Jurisdiction; Class Action Waiver.
These Creator Terms are governed by the same governing law, jurisdiction, and class action waiver provisions stated in the Terms.
16.14. Amendments; Entire Agreement.
Company may amend the Terms and these Creator Terms as provided in the Terms. These Creator Terms and the Terms, together with an applicable Order Form, constitute the entire agreement for Creator Books distribution via the Platform.
For any questions or queries about these Terms or the Platform in general, please do not hesitate to contact us at the following e-mail address:
Last Updated: March 2, 2026