VineLoop, LLC

Terms and Conditions

These terms and conditions ("Terms") govern your access to and use of the Services (as described below) and any information, text, video, pictures, links, ratings, or other materials (collectively referred to as "Content") appearing on the websitewww.vineloop.com (the "Site"). Your access to and use of the Services is expressly conditioned on your compliance with these Terms. By accessing or using the Services, you agree to be bound by these Terms and the VineLoop Privacy Policy.

Use of the Services

VineLoop, LLC, a Delaware limited liability company ("VineLoop") is a knowledge sharing and recommendation-based social networking website using interconnected trusted micro networks, intimate social circles, and professional groups to spread information to users of the Site (collectively, the "Services"). These Services may change from time to time without prior notice to you and we may stop (permanently or temporarily) providing the Services (or any features therein) to you or to users generally and may not be able to provide you with prior notice.

VineLoop may choose to display advertisements on the Site. The types and extent of this advertising are subject to change. In consideration for VineLoop’s granting you access to and use of the Services, you agree that VineLoop and partners may place such advertising on the Site or in connection with the display of Content or information from the Services whether submitted by you or others.

You represent that you will use the Services for your own purposes and not for resale or any other commercial use without the express written consent of VineLoop. The following uses of the Services are expressly prohibited: the transmission of any message or other material which constitutes an infringement of any copyright, patent or trademark; an authorized disclosure of a trade secret; the transfer of any information or technology in violation of any law, statute or regulation in any jurisdiction, including: any other criminal prohibitions regarding the use of the internet to transmit obscene, threatening, harassing, pornographic, fraudulent or other messages; posting Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity; posting Content that includes private information of any third party without their permission; posting Content that includes a libelous or slanderous statement; or otherwise violating any other applicable statute or government regulation. Compliance with the local laws of any jurisdiction is your sole responsibility.

Account Registration

In order to access, use or receive the Services, you may need to register and create an account ("Account"). In creating an Account, you represent that you over 18 years old, are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or any other applicable jurisdiction. When creating an Account, you will be required to provide certain personal information about yourself and establish a username and password. We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading. Any individual that uses your Account agrees to be bound by these Terms and the VineLoop Privacy Policy.

You are responsible for safeguarding your password that you use for your Account and for any activities or actions under your Account, whether or not you have authorized such activities or actions. VineLoop is not liable for any loss or damage arising from your failure to comply with the above requirements. If you become aware that there are any unauthorized activities or actions with regards to your Account, it is your responsibility to inform VineLoop immediately.

Privacy

The VineLoop Privacy Policy governs our collection and use of information and the monitoring of your activities while using the Services and the Site, including the Content you create. By accessing or using the Services, are agree to be bound by the Terms and the VineLoop Privacy Policy.

Additional Communications

As part of providing you with the Services, we may need to contact you with materials, such as service announcements, administrative messages, newsletters, promotional and advertising materials and other such communications from VineLoop and its partner organizations. These communications are considered part of the Services and your Account, which you may not be able to opt-out from receiving.

The Services are Available "AS-IS"

You understand and agree that the Services are provided to you on an "AS IS" and on an "AS AVAILABLE" basis. VINELOOP MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, ABOUT THE SERVICES. Without limiting the foregoing, VINELOOP EXPLICITLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, RELATING TO THE SERVICES AND APPLICATION, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Your use of the Services is at your sole discretion and risk. VineLoop will not be responsible for any harm to your computer, mobile device, tablet computer, loss of data or other harm that results from your use of the Services. VineLoop makes no warranty that the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis. VineLoop makes no warranty regarding the quality of any products or services or content provided through the Services or the accuracy, timeliness, truthfulness, completeness or reliability of any content provided through the Services. VineLoop makes no warranty regarding any goods or services purchased or obtained through the Site or any transactions entered into through the Services or through any third party. No advice or information, obtained from VineLoop or through the Services, will create any warranty not expressly made herein. You are solely responsible for all of your Content, communications, and interactions through the use of the Services.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VINELOOP AND ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUBCONTRACTORS, REPRESENTATIVES AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATE, USE, GOODWILL, ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; (iv) ANY COMMUNICATIONS OR INTERACTIONS WITH ANY PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT WITH AS A RESULT OF YOUR USE OF THE SERVICES; AND (v) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT VINELOOP HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

Indemnity

You agree to defend, indemnify and hold VineLoop, its officers, directors, employees, agents and independent contractors harmless from any against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal, accounting or any other professional fees arising out of or in any way connected with your access to or use of the Services or your violation of these Terms.

Ownership

Subject to your compliance with the terms and conditions of these Terms, VineLoop grants you a limited, non-exclusive, non-transferable license, without the right to sublicense, to use and access the Services solely for your personal and non-commercial purpose. You may not use, copy, adapt, modify, prepare derivative works based on, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services or Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by VineLoop or its licensors, except for the licenses and rights expressly granted in these terms.

You hereby assign and transfer to VineLoop all of your right, title, and interest in and to the Content and all material generated by your use of the Services. VineLoop shall have exclusive ownership of all such work, and you hereby make all assignments necessary to accomplish the foregoing ownership.

Third Party Services

The Services also contain links to third party websites, resources and services provided by third parties. VineLoop is not responsible or liable for: (i) the availability of accuracy of such services; or (ii) the information, products or services available on or through such third parties. The availability of such third party services does not imply any endorsement by VineLoop. You are responsible for and assume all risk arising from your use or reliance of any third party services.

Neither these Terms nor the provision of the Services shall be construed to create any duty or obligation of the part of VineLoop to any third party, including, without limitation, any third parties who are participating or the subject of the Services or the Content. No third party shall have any right, privilege, remedy, claim or cause of action against VineLoop, its affiliates or their respective successors.

General Prohibitions

We reserve the right to investigate and prosecute violations of any of the above and/or involve and cooperate with law enforcement authorities in prosecuting users who violate the Terms. You acknowledge that VineLoop has no obligation to monitor your access to or use of the Services, but has the right to do so for the purpose of operating the Services to ensure your compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

Termination

If you breach any of these Terms, VineLoop will have the right to suspend, disable or terminate your Account and your access to and use of the Services, at its sole discretion and without prior notice to you. VineLoop will not be liable to you or any third party for termination of your access or use of the Services. Any suspension or termination will not affect your obligations to VineLoop under these Terms (including, without limitation, ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension or termination.

Dispute Resolution

If a dispute arises from or relates to a breach of the terms stated above, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. Any unresolved controversy or claim arising from or relating to this breach shall then be settled by arbitration, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

Force Majeure

Neither VineLoop, its affiliates nor their respective successors shall be liable in any way for any loss, damage, delay or failure of performance resulting directly or indirectly from any cause which is beyond VineLoop’s control, including, but not limited to: fire, explosion, lightning, pest damage, power surges or failures, strikes or labor disputes, water, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, inability to secure raw materials, product or transportation facilities, fuel or energy shortages, acts or omissions of internet carriers, or any other cause beyond VineLoop’s control, whether or not similar to the foregoing.

Waiver

The waiver by VineLoop of any breach of these Terms shall not operate as a waiver of subsequent breaches of the same or different kind. The failure of VineLoop to exercise any rights under these Terms in a particular instance shall not operate as a waiver of VineLoop’s right to exercise the same of different rights in other instances.

No Third Party Beneficiaries

Neither these Terms nor the provision of the Services hereunder shall be construed to create any duty or obligation on the part of VineLoop to any third parties. These Terms do not provide any third party with any right, privilege, remedy, claim or cause of action against VineLoop, its affiliates or their respective successors.

General

These terms will be governed by and construed in accordance with the laws of the State of Pennsylvania, without regard to or application of conflict of laws rules or principles. VineLoop may use or appoint subcontractors of any nature for any purpose in relation to the Services. These Terms and our Privacy Policy are the entire and exclusive agreement between VineLoop and you regarding the Services, and these Terms supersede and replace any prior agreements between VineLoop and you regarding the Services. We may revise these terms from time to time, and we will try to provide at least 15 days notice on our website prior to any new terms taking effect. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms. If any provision of these Terms are held to be invalid or unenforceable, such provision shall be severed from these Terms with respect to the matter in question, and the remainder of the Terms shall remain in full force and effect.