Date Posted: June 20, 2021
Vinyl Metrics provides cloud-based financial tools and services, which may include (i) bookkeeping, accounting and access to banking services provided by third parties, (ii) financial information storage and reporting and (iii) communicating information to, from and among third parties, as per your instructions.
Vinyl Metrics will not perform any financial transactions for you. You may, however, use the Services to communicate your instructions to a third party, which third party may perform a financial transaction on your behalf. Vinyl Metrics is not liable for any such financial transaction or the results thereof.
You agree to immediately notify Vinyl Metrics of any errors by Vinyl Metrics or you in the supply or use of the Services. Where practicable, Vinyl Metrics shall use commercially reasonable efforts to investigate errors, but makes no representation as to its ability to correct the error. Some payment transactions, such as wire transfers, are irreversible, so you agree to exercise extreme caution when initiating any financial transaction by way of instructions delivered to any third party via the Services.
After you complete any sign-up and other onboarding processes required by Vinyl Metrics, Vinyl Metrics will provide you with a unique and private account to access the Services. You shall not disclose any access credentials to the Services or permit any third party to use them. You have exclusive responsibility for the use of your Vinyl Metrics account. You will be able to set and configure certain preferences and specifications within your Vinyl Metrics account that will apply to the Services; you assume exclusive responsibility for such selections even if they contain errors or result in losses to you. Any additional terms and conditions posted to the Vinyl Metrics website with respect to the your account or specific Service preferences selected by you are incorporated herein by reference.
You agree to notify Vinyl Metrics by email to firstname.lastname@example.org immediately of any loss or disclosure, whether voluntary or otherwise, of any account access credentials.
You must provide, at your own expense, all necessary hardware, applications and internet connectivity necessary to access the Services. You acknowledge that the internet can be unpredictable in performance, unsecure and may, from time to time, impede access to the Services or performance hereunder. You agree that Vinyl Metrics is not responsible for any internet outages, unsecure WIFI or other connections or any other interference with your use of or access to the Services or security breaches arising from any device or internet connectivity you supply and you waive any and all claims against Vinyl Metrics in connection therewith.
License to Use the Services and Content Ownership
You shall not, and shall not permit any third party to: (i) permit any party to access or use the Services other than your personnel authorized under these Terms; (ii) modify, adapt, alter or translate any software underlying the Services; (iii) license, lease, rent, loan, distribute, or otherwise transfer the Services to any third party; (iv) except if, and solely to the extent that, such a restriction is impermissible under Law, reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or algorithms, structure or organization) of any software underlying the Services; (v) use or copy the any software underlying the Services except as expressly allowed hereunder; (vi) conduct or promote any illegal activities while using the Services; (vii) use the Services to generate unsolicited email advertisements or spam; (viii) use the Services to stalk, harass or harm another individual; (ix) use any high volume automatic, electronic or manual process to access, search or harvest information from the Services (including without limitation robots, spiders or scripts); (x) except if, and solely to the extent that, such a restriction is impermissible under Law, interfere in any way with the proper functioning of the Services or interfere with or disrupt any servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (xi) attempt to gain access to secured portions of the Services to which it does not possess access rights; (xii) upload or transmit any form of virus, worm, trojan horse, or other malicious code; (xiii) use any robot, spider, other automatic device, or manual process to extract, “screen scrape”, monitor, “mine”, or copy any static or dynamic web page on the Services or the content contained on any such web page for commercial use without our prior express written permission; (xiv) impersonate any person or entity, or otherwise misrepresent its affiliation with a person or entity; (xv) mirror or frame the Services or any content, place pop-up windows over its pages, or otherwise affect the display of its pages; or (xvi) publicly display or publicly perform any part of the Services. You may not use the Services for any purpose other than a purpose for which the Services are expressly designed. If you are prohibited under any applicable law from using the Services, you may not use them.
You hereby authorize Vinyl Metrics to, directly or through third parties, make any inquiries and conduct any investigation to verify your identity.
The Services requires certain information concerning you, including but not limited to your name, address, phone number, email address, bank account information and other third-party account information. You agree that all information you provide to Vinyl Metrics shall be complete and accurate and you shall promptly correct any errors in such information.
Subject to any separate agreement between you and Vinyl Metrics, you hereby authorize Vinyl Metrics each third-party service provider to obtain from each other and disclose to each other your data insofar as is necessary to supply their respective services either hereunder or under any applicable third-party service agreements.
Restrictions on Use of the Services
- not to use the Services in any way not explicitly permitted by these Terms;
- not to copy, modify or create derivative works involving the content in the Services, except you may print a reasonable number of copies for your personal use, provided that you reproduce all proprietary copyright and trademark notices;
- not to misrepresent your identity or provide us with any false information in any information-collection portion of the Services, such as a registration or application page;
- not to take any action intended to interfere with the operation of the Services;
- not to access or attempt to access any portion of the Services to which you have not been explicitly granted access;
- not to share any password assigned to or created by you with any third parties or use any password granted to or created by a third party;
- not to directly or indirectly authorize anyone else to take actions prohibited in this section;
- to comply with all applicable laws and regulations while using the Services.
Posting Messages, Comments or Content
Certain portions of the Services may be configured to permit users to post messages, comments, or other content. Any such content is only the opinion of the poster, is no substitute for your own research, and should not be relied upon for any purpose. You agree not to post any content:
- which is profane, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory, or otherwise objectionable; or
- the transmission of which could violate, or facilitate the violation of, any applicable law, regulation, or intellectual property rights.
You are solely responsible for the content of any postings you submit and the Company assumes no responsibility or liability for any content submitted by you or any other website visitor. We may, but are not obligated to, restrict or remove any and all content from a message that we determine in our sole discretion violates these Terms or is otherwise harmful to us, our customers, or any third party. We reserve the right to remove the content you provide at any time, but you understand that we may preserve and access a backup copy, and we may disclose the content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is required by law or in the best interests of the Company. Any content you submit is for non-commercial use only. Any content you submit will be routed through the Internet and you understand and acknowledge that you have no expectation of privacy with regard to any content you submit. Never assume that you are anonymous and cannot be identified by your posts. If you do post content or submit material, and unless we indicate otherwise, you grant the Company a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant the Company and any of its sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate these Terms and Conditions and will not cause injury to any person or entity; and that you will indemnify the Company or its affiliates for all claims resulting from content you supply.
Access to the Services may require you to pay Fees, as may be further described at www.vinyl metrics.com/services or as otherwise communicated to you by Vinyl Metrics. All Fees are in U.S. dollars and are non-refundable, unless otherwise provided herein. Vinyl Metrics reserves the right to amend the fees my posting new fees on the Company’s website or in the account; such changes shall take effect within 30 days unless accepted by you earlier or if you do not close your account within such time period.
You shall authorize Vinyl Metrics to collect payment of fees from a credit card, debit card or other means of payment; you authorize Vinyl Metrics to charge all fees and other amounts owing hereunder from such payment method. If you pay any fees with a credit card, Vinyl Metrics may seek pre-authorization of your credit card account prior to purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
The Services may include functionality for activating, updating, or canceling recurring payments for periodic charges. If you activate or update recurring payments through the Services, you authorize Vinyl Metrics to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. If you use the Services to update or cancel any existing authorized one-time or recurring payment, it may take up to 10 business days for the update or cancellation to take effect.
Without limitation, Vinyl Metrics reserves the right to suspend the Services until all fees or other amounts owing hereunder are paid in full or terminate these Terms for late payment.
Fees quoted do not include, and you shall pay and hold Vinyl Metrics harmless from all sales, use, gross receipts, value-added, personal property or other taxes, and all applicable duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transaction contemplated herein, other than taxes based on the net income or profits of Vinyl Metrics.
In the event of termination of the Services for any reason except for your breach of these Terms, Vinyl Metrics may provide you with a refund of any pre-paid, but unused fees related to such Services, subject to the following: (i) no refund shall be paid for the current month’s Services, regardless of the day on which you cancel the Services; (ii) Vinyl Metrics will retain and not be obligated to refund any prepaid fees up to and including the amount of fees you would have been required under these Terms to pay for the Services for the two-month period following the effective date of the termination of the Services. You are not entitled to any refund for termination of the Services based upon your breach. If you purchased access to the Services at a discounted price, any refund will lose the benefit of that discount.
Copyright Infringement DMCA Notice
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under US copyright law. If you believe in good faith that content or material comprising part of the Services infringes a copyright owned by you, you (or your agent) may send the Company a notice requesting that the material be removed, or access to it blocked. This request should be sent to: email@example.com. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or the subject of infringing activity; (d) the name, address, telephone number, and email address of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counternotices must meet the then-current statutory requirements imposed by the DMCA. Notices and counternotices with respect to the Services should be sent to the address above.
Changes to Content
We may change, add or remove some or all of the content on the Services at any time. In addition, please note that although our goal is to provide accurate information, certain features that may be offered through the Services, such as participating healthcare providers, pricing information, or other content, may not be accurate or up to date. In addition, please note that features of any plan or plans described in the Services may change over time as permitted by law, including benefit levels, items included in any formulary, pricing or lists of participating providers or other associated vendors.
ALL CONTENT PROVIDED THROUGH THE SERVICES IS PROVIDED TO YOU ON AN “AS IS”, “AS AVAILABLE” BASIS. THE COMPANY, ALL THIRD PARTIES, IF ANY, PROVIDING CONTENT, AND ALL THIRD PARTIES PROVIDING SUPPORT OR INFORMATION FOR THE SERVICES (COLLECTIVELY, “SERVICES-RELATED PARTIES”) HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE SERVICES-RELATED-PARTIES MAKE NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, TIMELINESS, CORRECTNESS, OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THE SERVICES. WITHOUT LIMITING THE FOREGOING, THE SERVICES-RELATED PARTIES SPECIFICALLY DO NOT REPRESENT OR WARRANT THAT ANY INFORMATION REGARDING PARTICULAR PLAN BENEFITS OR SCOPE OF COVERAGE IS ACCURATE OR COMPLETE. THE SERVICES-RELATED PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE TECHNOLOGY THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS NECESSARY TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THE SERVICES IS FREE OF VIRUSES AND ANY OTHER POTENTIALLY DESTRUCTIVE COMPUTER CODE.
Some states do not allow limitations on implied warranties, so one or more of the above limitations may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.
Limitation of Liability
YOU AGREE THAT NONE OF THE SERVICES-RELATED PARTIES SHALL BE LIABLE FOR ANY DAMAGE RESULTING FROM YOUR USE OR INABILITY TO USE THE SERVICES OR THE CONTENT. THIS PROTECTION COVERS CLAIMS BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, AND ANY OTHER LEGAL THEORY. THIS PROTECTION COVERS THE SERVICES-RELATED PARTIES, INCLUDING ALL AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS. THIS PROTECTION COVERS ALL LOSSES INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, AND PUNITIVE DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION. THE TOTAL, CUMULATIVE, LIABILITY OF THE SERVICES-RELATED PARTIES, INCLUDING ALL AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, IF ANY, FOR LOSSES OR DAMAGES SHALL BE LIMITED TO THE AMOUNT OF YOUR ACTUAL DAMAGES, NOT TO EXCEED U.S. $100.00. THE LIMIT OF LIABILITY MAY NOT BE EFFECTIVE IN SOME STATES. IN NO EVENT SHALL THE SERVICES-RELATED PARTIES, INCLUDING ALL AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES OTHER THAN THE AMOUNT DESCRIBED ABOVE. ALL OTHER DAMAGES, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE, RESULTING FROM ANY USE OF THE SERVICES OR CONTENT ARE EXCLUDED EVEN IF THE SERVICES-RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT YOU USE OF THE SERVICES AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH THE SERVICES OR THE CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.
Governing Law and Statute of Limitations
The laws of the State of California govern these Terms and any cause of action arising under or relating to your use of the Services, without reference to its choice-of-law principles. You agree that the only proper jurisdiction and venue for any dispute with the Company, or in any way relating to your use of the Services, is in the state and federal courts in the State of California, U.S.A. You further agree and consent to the exercise of personal jurisdiction in these courts in connection with any dispute involving the Company or its employees, officers, directors, agents and providers. If any provision of these Terms is determined to be invalid under any applicable statute or rule of law, such provision is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable. Before seeking legal recourse for any harm, you believe you have suffered arising from or related to your use of the Services, you agree to inform us in writing and to give us 30 days to cure the harm before initiating any action. You must initiate any cause of action within one year after the claim has arisen, or you will be barred from pursuing any cause of action.
Dispute Resolution and Binding Arbitration
YOU AND VINYL METRICS ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 12. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.
If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
Neither you nor we may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your and/or our individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.
THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR WE WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
To contact us regarding these Terms please email us at firstname.lastname@example.org.
Additional Legal Terms
If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. You may not transfer or assign any rights or obligations under this Agreement. The Company may transfer or assign its rights and obligations under this Agreement.
The Effective Date of these Terms is June 20, 2021.