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Terms and Conditions

THESE TERMS AND CONDITIONS (THIS "Agreement") CONSTITUTE A BINDING CONTRACT BETWEEN THE YOU AND VINCOFY LTD. ("Vincofy” “we", "us" and "our"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND SUCH ENTITY TO THIS AGREEMENT. BY CLICKING "I AGREE" BELOW, OR BY OTHERWISE ACCESS OR USING THE SOFTWARE AS A SERVICE (SAAS) (AS DEFINED BELOW), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING (THE DATE OF SUCH OCCURRENCE BEING THE "Effective Date"):

  1. THIS AGREEMENT, AND

  2. OTHER SUPPLEMENTAL TERMS AND POLICIES REFERENCED BELOW THAT ARE EXPRESSLY STATED TO BE INCORPORATED INTO, AND MADE A PART OF, THIS AGREEMENT BY REFERENCE.


 

IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SOFTWARE AS A SERVICE (SAAS).

This Agreement (including its Schedules) represents the entire agreement between you and Vincofy with respect to the subject matter hereof and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between you and Vincofy with respect to such subject matter. You acknowledge and agree that in entering into this Agreement you have not relied on any statement or representation (whether negligently or innocently made) not expressly set out in this Agreement. The language of this Agreement is expressly agreed to be the English language. By entering into the Agreement, you hereby irrevocably waive, to the maximum extent legally permitted, any Law (defined below) applicable to you requiring that the Agreement be localized to meet your language (as well as any other localization requirements) or requiring an original (non-electronic) signature or delivery or retention of non-electronic records.

Vincofy reserves the right to modify this Agreement at any time by posting the modified Agreement at www.vincofy.com. Such modifications will be effective ten (10) days after such posting, and your continued use of the Software as a Service (SAAS) shall constitute your acceptance of such modifications. In such cases, we will also update the "Last Updated" date set forth above. Please check the above webpage regularly for any modifications.

At Vincofy's sole discretion, any Vincofy obligation hereunder may be performed (in whole or in part), and any Vincofy right or remedy may be exercised (in whole or in part), by a Vincofy Affiliate (defined below).

Vincofy Ltd is a United Kingdom company.

  1. DEFINITIONS AND INTERPRETATION

This Agreement contains a range of capitalized terms, some of which are defined in this Section, and some of which are defined elsewhere. The Section and sub-Section headings in this Agreement are for convenience of reading only and may not to be used or relied upon for interpretive purposes.

"Content" means any text, data, information, images, graphics, sounds, videos, audio clips, links, and/or other similar materials.

"Documentation" means any electronic manuals, specifications, and similar documentation made available by Vincofy for use of the Software as a Service (SAAS).

"Feature" means any module, tool, and/or feature of the Software as a Service (SAAS) (such as those providing for language translations, currency conversions, tax calculations).

"Vincofy Affiliate" means, with respect to Vincofy, any person, organization or entity controlling, controlled by, or under common control with, Vincofy, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, organization or entity, whether through the ownership of voting securities, by contract, or otherwise.

"Merchant" means a seller of Products on the Software as a Service (SAAS).

"Intellectual Property" means any and all inventions, discoveries, improvements, works of authorship, technical information, data, technology, know-how, show-how, designs, drawings, utility models, topography and semiconductor mask works, specifications, formulas, methods, techniques, processes, databases, computer software and programs (including object code, source code, APIs, and non-literal aspects), algorithms, architecture, records, documentation, and other similar intellectual property, in any form and embodied in any media.

"Intellectual Property Rights" means any and all rights, titles, and interests in and to Intellectual Property (under any jurisdiction or treaty, whether protectable or not, and whether registered or unregistered), and includes without limitation patents, copyright and similar authorship rights, personal rights (such as Moral Rights, rights of privacy, and publicity rights), architectural, building and location (and similar geography-based) rights, mask work rights, trade secret and similar confidentiality rights, design rights, industrial property rights, trademark, trade name, trade dress and similar branding rights, as well as: (a) all applications, registrations, renewals, extensions, continuations, continuations-in-part, divisions or reissues of the foregoing rights; and (b) all goodwill associated with the foregoing rights.

"Law" means any federal, state, foreign, regional or local statute, regulation, ordinance, or rule of any jurisdiction.

"Merchant Content" means Content inputted or uploaded by Merchant on the Software as a Service (SAAS) (such as Product descriptions and images, Product pricing and shipping information, Merchant's trademarks, service marks, brand names, and logos etc.).

"Software as a Service (SAAS)" means Vincofy's proprietary online Software as a Service (SAAS) platform, called Vincofy™, which is made available via the Site and on which you can purchaser Products from Merchants. For the purposes of this Agreement, references herein to "Software as a Service (SAAS)" shall also be deemed to include all related APIs and other technology made available by Vincofy to enable use of the Software as a Service (SAAS).

"Moral Rights" means any rights of paternity or integrity, or any right to claim authorship of a work, to object to any distortion, mutilation or other modification of, or other derogatory action in relation to, any work, whether or not such would be prejudicial to the honour or reputation of the creator of the work, and any similar right, existing under judicial or statutory Law of any jurisdiction, or under any treaty.

"Order" means an order for the purchase of one or more Product(s), which is issued by you to a Merchant via the Software as a Service (SAAS).

"Product" means a product listed by Merchant for sale on the Software as a Service (SAAS).

"Privacy Policy" means Vincofy's then-current privacy policy available at  WWW.VINCOFY.COM ("PRIVACY POLICY").

"Site" means www.vincofy.com (together with any of its subdomains).

"Update" means an upgrade, update (such as a fix or patch), or other modification, improvement, enhancement or customization to or of the Software as a Service (SAAS).

  1. SOFTWARE AS A SERVICE (SAAS) AND BUYER ACCOUNT

  1. Software as a Service (SAAS). You acknowledge and agree that: (a) the Software as a Service (SAAS) is an online platform and location on which you can identify and purchase Products directly from Merchants; (b) Merchants act independently of Vincofy; (c) you are purchasing Products from the respective Merchant only (and not from Vincofy), and Vincofy has no authority to act on behalf of the Merchant; and (d) Vincofy is not acting as an agent for you or for any Merchant.

  2. Buyer Account. In order to buy on the Software as a Service (SAAS), you may have to register for an account by submitting the information requested in the applicable web form (a "Buyer Account" “Supplier Account”). You represent and warrant that all information submitted during the registration process is, and will thereafter remain, complete and accurate. As between you and Vincofy, you alone shall be responsible and liable for maintaining the confidentiality and security of your Buyer Account credentials, as well as for all activities that occur under or in the Buyer Account. You must immediately notify Vincofy in writing of any unauthorized access to, or use of, the Buyer Account, or any other suspected or actual breach of security; but you also acknowledge that Vincofy may be unable to remedy the damage or loss (or otherwise assist) in such scenarios. Personally identifiable information received during the Buyer Account or Supplier Account registration process will be stored and used by Vincofy in accordance with the Privacy Policy.

  1. ACCESS

Subject to the terms and conditions of this Agreement, Vincofy grants you a limited, non-exclusive, non-assignable, non-sub-licensable, revocable right, during the Term (defined below), to access and use the Software as a Service (SAAS) solely for your own personal and non-commercial use of buying Products (collectively, the "License").

  1. USAGE RESTRICTIONS

You shall not (and shall not permit or encourage any third party to) do any of the following: (a) reproduce the Software as a Service (SAAS); (b) sell, assign, lease, lend, rent, distribute, or make available the Software as a Service (SAAS) to any third party, or otherwise offer or use the Software as a Service (SAAS) in a time-sharing, outsourcing, or service bureau environment; (c) modify, alter, adapt, arrange, translate, decompile, disassemble, reverse engineer, decrypt, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying ideas, algorithms, structure, sequence, organization, and interfaces) of, the Software as a Service (SAAS); (d) remove, alter, or conceal, in whole or in part, any copyright, trademark, or other proprietary rights notice or legend displayed or contained on or in the Software as a Service (SAAS); (e) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Software as a Service (SAAS); (f) make a derivative work of the Software as a Service (SAAS), or use the Software as a Service (SAAS) to develop any service or product that is the same as (or substantially similar to or competitive with) the Software as a Service (SAAS); (g) publish or transmit any robot, virus, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Software as a Service (SAAS); (i) take any action that imposes or may impose (at Vincofy's sole discretion) an unreasonable or disproportionately large load on the Software as a Service (SAAS) infrastructure, or otherwise interfere (or attempt to interfere) with the integrity or proper working of the Software as a Service (SAAS); and/or (j) use the Software as a Service (SAAS) to infringe, misappropriate or violate any third party's Intellectual Property Rights, or any Law.

Your full compliance with the above restrictions is a condition to the License; provided however, that such limitations shall not apply to the extent expressly permitted otherwise in this Agreement. You acknowledge that the Software as a Service (SAAS) contains information and materials that are confidential and proprietary to Vincofy (and may even constitute Vincofy's, or a Vincofy Affiliate's, trade secrets), and therefore you agree that a breach or threatened breach of this Section (Usage Restrictions) may cause Vincofy and/or a Vincofy Affiliate to suffer irreparable harm or damage for which monetary damages will be inadequate, and accordingly, if Vincofy or a Vincofy Affiliate seeks an injunction, specific performance, or other equitable relief to enforce any provision under this Section, Vincofy or the Vincofy Affiliate (as the case may be) shall not be required to post a bond or to prove the likelihood of irreparable harm.

  1. THIRD PARTY SOFTWARE

The Software as a Service (SAAS) may include third party software components that are subject to open source and/or pass-through commercial licenses and/or notices ("Third Party Software" and "Third Party Software Terms and Notices", respectively). To the extent legally required, Vincofy may make available a current list of such Third-Party Software and Third-Party Software Terms and Notices in the Documentation. Vincofy will reasonably comply with any valid written request submitted by you to Vincofy for exercising any rights you may have under such Third-Party Software Terms and Notices. You acknowledge that your use of the Software as a Service (SAAS) is also governed by such Third-Party Software Terms and Notices, and that to the extent of any conflict between this Agreement and any Third Party Software Terms and Notices, the latter shall control. Any undertakings, representations, warranties, guarantees, conditions, indemnities or other commitments made by Vincofy in this Agreement concerning the Software as a Service (SAAS) (if any), are made by Vincofy and not by any authors, licensors, or suppliers of, or contributors to, such Third-Party Software. Notwithstanding the foregoing sentence or anything in this Agreement to the contrary, Vincofy does not make any representation, warranty, guarantee, or condition, and does not undertake any defence or indemnification, with respect to any Third-Party Software.

  1. THIRD PARTY CONTENT AND SOURCES

The Software as a Service (SAAS) may present, or otherwise allow you to view, access, link to, and/or interact with, Content from third parties and other sources that are not owned or controlled by Vincofy (such Content, "Third Party Content"). The Software as a Service (SAAS) may also enable you to communicate with the related third-parties. The display or communication to you of such Third Party Content does not (and shall not be construed to) in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by Vincofy of such Third Party Content or third party, nor any affiliation between Vincofy and such third party. Vincofy does not assume any responsibility or liability for Third Party Content, or any third party's terms of use, privacy policies, actions, omissions, or practices.

  1. MERCHANT CONTENT

You acknowledge and agree that each Merchant is solely responsible and liable for its Merchant Content, and for the way in which it is used or relied upon by others (including you). Without limiting the generality of the foregoing sentence, you acknowledge and agree that when accessing and using the Software as a Service (SAAS): (i) you will be exposed to Content from a variety of other users, and that Vincofy is not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of, or relating to, such Content; and (b) you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable. You hereby irrevocably waive any legal or equitable rights or remedies you may have against Vincofy with respect to such Content.

  1. PRODUCTS

In respect of each Product listed on the Software as a Service (SAAS), Vincofy makes no representation, warranty, guarantee, or condition that: (a) Merchant is an authorized seller of the Product (and has obtained any and all licenses, permissions, consents, approvals, and authorizations required to sell the Product), and that its listing does not, and will not, infringe, misappropriate, or violate any third party's Intellectual Property Rights, or any Law (including, but not limited to, the Sale of Goods Act 1979, the Consumer Protection Act, 1987, and the Consumer Contract Regulations 2013); (b) the Product is authentic, authorized for sale, and not stolen, a counterfeit, or illegal; (c) the Product matches the corresponding Product description (and other Merchant Content) associated with such Product; and (d) the Product will be of satisfactory quality and fit for purpose, and free from defects in design, material or workmanship. You hereby irrevocably waive any legal or equitable rights or remedies you may have against Vincofy with respect to such Content.

  1. ORDERS AND PAYMENT

  1. Orders. You acknowledge and agree that, as between Merchant and Vincofy, Merchant shall be the "merchant of record" for Orders and shall be solely responsible for invoicing you and charging any applicable taxes under an Order. The Software as a Service (SAAS) will generate an automatic email message to you, confirming receipt of your Order, and the Software as a Service (SAAS) will transmit to the corresponding Merchants the Order information ("Order Transmittance"). Vincofy will collect all proceeds (including any shipping and handling charges, gift wrap charges, and any taxes) paid by you under an Order (the "Proceeds").

  2. Fulfilment. Following Order Transmittance, you acknowledge and agree that the Merchant (and not Vincofy) shall be solely responsible and liable for fulfilment of the Order (including, but not limited to, organizing all shipment, freight forwarded, and customs brokerage services).

  3. Cancellations, Returns and Refunds. Are subject to the Dropshipping Agreement

  4. Payment. Subject to the Dropshipping Agreement

  1. FEATURES

All references herein to the "Software as a Service (SAAS)" shall be deemed to include its Features as well. Vincofy reserves the right to remove, modify, and/or add Features at any time, without any notice or obligation to you, and for any reason whatsoever. Some Features may in any event be limited, suspended or restricted by geography, volume, duration or any other criteria decided by Vincofy in its sole discretion. Moreover, if Vincofy determines that you are in breach of any provision of this Agreement, Vincofy reserves the right to block you from certain Features. Vincofy makes Features available because it believes it enhances the user experience of the Software as a Service (SAAS); but you acknowledge and agree that just because Vincofy makes a Feature available, it does not mean Vincofy endorses, or can otherwise controls, every manner in which such Feature is used. A new or modified Feature may be accompanied by separate or additional terms and conditions, in which case such terms will (as determined in such terms and conditions) apply instead of, or in addition to, this Agreement. Vincofy may in its sole discretion charge for new Features.

  1. UPDATES

All references herein to the "Software as a Service (SAAS)" shall be deemed to include any Updates made available as well. Vincofy may from time to time provide Updates but shall not be under any obligation to do so. Such Updates will be supplied according to whatever then-current policies Vincofy may have in place, and some Updates may in any event be limited, suspended or restricted by geography, volume, duration or any other criteria decided by Vincofy in its sole discretion. Some Updates may include automatic updating or upgrading without any notice or obligation to you, and you consent to any such automatic updating or upgrading of the Software as a Service (SAAS). In some cases, you may be required to install the Update manually. An Update may be accompanied by separate or additional terms and conditions, in which case such terms will (as determined in such terms and conditions) apply instead of, or in addition to, this Agreement. Vincofy may in its sole discretion charge for Updates. Vincofy is under no obligation to provide any technical support for the Software as a Service (SAAS).

  1. OWNERSHIP AND CONTENT LICENSE

  1. Software as a Service (SAAS). Merchant hereby acknowledges that the Software as a Service (SAAS) is or may be protected by Intellectual Property Rights (and similar) Laws, treaties, and conventions. Any rights not expressly granted herein are hereby reserved by Vincofy and its licensors. As between you and Vincofy (and except for the License), Vincofy is the sole and exclusive owner of all Intellectual Property Rights in and to the Software as a Service (SAAS), the Documentation, and all Content generated or otherwise provided or appearing on or in the Software as a Service (SAAS). For the avoidance of doubt, "Vincofy", (and their respective logos) are trademarks of Vincofy and/or Vincofy Affiliates, and all other trademarks appearing within the Software as a Service (SAAS) or Documentation are the trademarks of their respective owners.

  2. Feedback. If you provide Vincofy with any ideas, suggestions, or similar feedback about performance of the Software as a Service (SAAS) and/or for improving the Software as a Service (SAAS) ("Feedback"), you hereby grant Vincofy and all Vincofy Affiliates a worldwide, assignable, non-exclusive, royalty-free, fully paid-up, sub-licensable (through multiple tiers of sub-licensees), irrevocable, and perpetual license, in any media format and through any media channels (now known or hereafter developed), to access, use, reproduce, distribute, publish, broadcast, make available to the public, modify, adapt, edit, create derivative works of, publicly display, publically perform, and otherwise commercially exploit such Feedback (the "Feedback License"). You hereby represent and warrant that: (A) your Feedback does not, and will not, infringe, misappropriate or violate any third party's Intellectual Property Rights, or any Law; and (B) you have obtained, and will maintain during and after any termination of this Agreement, all licenses, permissions, consents, approvals, and authorizations required to grant the Feedback License. The Feedback License shall survive any termination of this Agreement.

  1. DISCLAIMERS

  1. The Software as a Service (SAAS), documentation, and any content whatsoever are provided and made available to you on an "as is" and "as available" basis, with all faults, and without any representation, warranty, guarantee or condition of any kind whatsoever, whether express, implied or statutory, including without limitation any implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, quiet possession, title, quality of service, non-infringement, or that otherwise arise from a course of performance or dealing, or usage of trade, all of which are hereby disclaimed by Vincofy and its licensors and suppliers.

  2. In addition, neither Vincofy nor its licensors or suppliers make any representation, warranty, guarantee or condition:

    1. Regarding the effectiveness, usefulness, reliability, availability, timeliness, accuracy, or completeness of the Software as a Service (SAAS), documentation, or such content;

    2. That your use of, or reliance upon, the Software as a Service (SAAS), documentation, or such content will meet merchant's requirements or expectations;

    3. That the Software as a Service (SAAS), documentation, or such content will be uninterrupted, secure, error-free or virus-free, or that defects in the Software as a Service (SAAS) will be corrected; or

    4. Regarding the satisfaction of, or compliance with, any government regulations or standards.

  1. Some jurisdictions' Laws do not allow the disclaimer of certain implied warranties or conditions, and to the extent applicable to you, Vincofy limits the duration of such warranties and conditions to the duration of ninety (90) days from the Effective Date.

  2. You acknowledge and agree that this section (disclaimer) is an essential basis of the bargain between you and Vincofy.

  1. LIMITATION OF LIABILITY

  1. In no event shall Vincofy, any Vincofy affiliate, or any of its licensors or suppliers be liable under, or otherwise in connection with, this agreement, for:

    1. Any consequential, indirect, special, incidental, or punitive damages;

    2. Any loss of profits, loss of business opportunity, loss of revenue, or loss of anticipated savings;

    3. Any loss of, or damage to, data, reputation, or goodwill; and/or

    4. The cost of procuring any substitute goods or services.

  2. The combined aggregate liability of Vincofy and all Vincofy affiliates under, or otherwise in connection with, this agreement shall not exceed the lower of: (a) five u.s. dollars (us $5), and (b) the amount of commissions actually paid by you (if any) to Vincofy during the three (3) months immediately preceding the event first giving rise to liability.

  3. The foregoing exclusions and limitations shall apply: (a) to the maximum extent permitted by applicable law; (b) even if Vincofy or a Vincofy affiliate has been advised, or should have been aware, of the possibility of losses, damages, or costs; (c) even if any remedy in this agreement fails of its essential purpose; and (d) regardless of the theory or basis of liability, including without limitation breach of warranty, negligence, misrepresentation, strict liability, or other contract or tort liability.

  4. The foregoing exclusions and limitations shall not apply to any Vincofy liability arising: (a) from death or personal injury caused by negligence; or (b) from fraud.

  5. Some jurisdictions' Laws do not allow the exclusion or limitation of incidental or consequential damages, or of other damages, and to the extent applicable to you, such exclusions and limitations shall not apply.

  6. You acknowledge and agree that this section (limitation of liability) is an essential basis of the bargain between you and Vincofy.

  1. INDEMNIFICATION

If any third party (including, but not limited to, a regulatory or governmental authority, and a Merchant) brings any kind of demand, claim, suit, action or proceeding against Vincofy, a Vincofy Affiliate, and/or any of our respective directors, officers, employees, or representatives (each, an "Indemnitee"), and it is based upon or arises from:

  1. Your use of the Software as a Service (SAAS); and/or

  2. Your breach of any provision of this Agreement

(each of the foregoing, an "Indemnity Claim") then, upon written request by Vincofy (to be decided in its sole discretion), you agree to assume full control of the defence and settlement of the Indemnity Claim; provided, however, that (d) Vincofy reserves the right, at any time thereafter, to take over full or partial control of the defence and/or settlement of the Indemnity Claim, and in such cases you agree to reasonably cooperate with Vincofy's defence activities at your own cost and expense; and (e) you shall not settle any Indemnity Claim, or admit to any liability thereunder, without the express prior written consent of the Indemnitee(s).

In addition, and regardless of whether (or the extent to which) you controlled or participated in the defence and/or settlement of an Indemnity Claim, you agree to indemnify and hold harmless the Indemnitee(s) for and against: (f) any costs and expenses (including reasonable attorneys' fees) incurred by the Indemnitee(s) in the defence of the Indemnity Claim; and (g) any amounts awarded against, or imposed upon, the Indemnitee(s) under such Indemnity Claim, or otherwise paid in settlement of the Indemnity Claim (including without limitation any fines or penalties).

  1. TERM AND TERMINATION

  1. Term. This Agreement commences on the Effective Date and shall continue in full force and effect until terminated in accordance herewith (the "Term").

  2. Termination for Convenience by Vincofy. Vincofy reserves the right to immediately terminate this Agreement, or otherwise modify, suspend or discontinue your access to and use of the Software as a Service (SAAS) (or any part thereof), for any reason whatsoever, at any time, upon notice to you, and you agrees that Vincofy shall have no liability to you for any such termination, modification, suspension, or discontinuance.

  3. Termination for Convenience by Merchant. You may terminate this Agreement at any time and for any reason, but only by giving Vincofy thirty (30) days' prior written notice, at support@vincofy.com. If you object to any term or condition of this Agreement or any subsequent changes thereto or becomes dissatisfied with the Software as a Service (SAAS) in any way, your sole remedy is to terminate this Agreement.

  4. Termination for Breach. Each party may terminate this Agreement immediately upon written notice to the other party: (a) if the other party commits a material breach under this Agreement and fails to cure that breach within thirty (30) days after receipt of written notice specifying the material breach; and/or (b) if the other party is declared bankrupt by a judicial decision, or, in the event an involuntary bankruptcy action is filed against such other party, it has not taken, within sixty (60) days from service of such action to such party, any possible action under applicable law for such filed action to be dismissed.

  1. CONSEQUENCES OF TERMINATION; SURVIVAL

Upon termination of this Agreement, the License will automatically terminate and be deemed revoked, and you shall immediately cease use of the Software as a Service (SAAS), except to the extent strictly necessary for you to receive any Orders purchased before the termination effective date. Sections ‎12 (Ownership and Content License) through ‎19‎ (Miscellaneous) shall survive termination of this Agreement, as shall any right, obligation or provision that is expressly stated to so survive, or that by its nature ought to survive. Termination shall not affect any rights and obligations accrued as of the effective date of termination.

  1. GOVERNING LAW

This Agreement (including without limitation its validity and formation) shall be governed by, and construed in accordance with, the laws of England and Wales, without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and is hereby disclaimed. Any claim, dispute or controversy under, or otherwise in connection with, this Agreement shall be subject to the exclusive jurisdiction and venue of the courts located in London, England, and you hereby irrevocably and unconditionally submit to the personal jurisdiction of such courts and waive any jurisdictional, improper venue, inconvenient forum, or other objections to such jurisdiction and venue. Furthermore, you: (a) agree that any proceedings to resolve or litigate any claim, dispute or controversy will be conducted solely on an individual basis (and not in any class action or class-wide proceeding), and that you may initiate such proceedings only on your own behalf; (b) hereby irrevocably waive the right to litigate such claims, disputes, or controversies in court before a jury; and (c) agree not to participate in claims, disputes, or controversies brought in an attorney general or representative capacity, or in consolidated claims, disputes, or controversies involving another person's Buyer Account.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAUSE OR CAUSE OF ACTION ARISING OUT OF, OR RELATED TO, THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE, OR ELSE YOU AGREE THAT SUCH CLAIM OR CAUSE OF ACTION WILL BE PERMANENTLY BARRED.

  1. MISCELLANEOUS

    1. Assignment. Vincofy may assign this Agreement (or any of its rights and/or obligations hereunder) without your consent, and without notice or obligation to you. This Agreement is personal to you, and you shall not assign (or in any other way transfer) this Agreement (or any of its obligations or rights hereunder) without Vincofy's express prior written consent. Any prohibited assignment shall be null and void. Subject to the foregoing, this Agreement binds and benefits each party and its respective successors and assigns.

    2. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) such affected provision shall be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such invalidity, illegality, or unenforceability), and shall be substituted (in respect of such jurisdiction) with a valid, legal, and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.

    3. Remedies. Except as may be expressly stated otherwise in this Agreement, no right or remedy conferred upon or reserved by any party under this Agreement is intended to be, or shall be deemed, exclusive of any other right or remedy under this Agreement, at law or in equity, but shall be cumulative of such other rights and remedies.

    4. Waiver. No failure or delay on the part of any party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by you, emails will be acceptable; for waivers by Vincofy, the writing must be duly signed by an authorized representative of Vincofy) and shall be valid only in the specific instance in which given.

    5. Relationship. The relationship of the parties is solely that of independent contractors. Nothing in this Agreement shall be deemed to create any employment, fiduciary, joint venture, agency or other relationship between the parties.

    6. No Storage. The Software as a Service (SAAS) is not intended to, and will not, operate as a data storage product or service, and you agree not to rely on the Software as a Service (SAAS) for the storage of any Buyer Account Content whatsoever. You are solely responsible and liable for the maintenance and backup of all Buyer Account Content. Notwithstanding the foregoing, Vincofy reserves the right to automatically download Buyer Account Content to Vincofy's cloud-based database(s).

    7. Notices. You agree that Vincofy may send you notices by email, via your Account, by regular mail, and/or via postings on or through the Software as a Service (SAAS). Except as stated otherwise in this Agreement or provided by the functionality of your Account, you agree to send all notices to Vincofy, to SUPPORT@VINCOFY.COM

    8. No Third Party Beneficiaries. Except as otherwise expressly provided in this Agreement (such as Vincofy Affiliates, Vincofy's licensors and suppliers, and Indemnitees), (i) there shall be no third-party beneficiaries of or under this Agreement, and (ii) a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

    9. Force Majeure. Vincofy shall not be responsible for any failure to perform any obligation or provide any service hereunder because of any (a) act of God, (b) war, riot or civil commotion, (c) governmental acts or directives, strikes, work stoppage, or equipment or facilities shortages, and/or (d) other similar cause beyond Vincofy's reasonable control. For the avoidance of doubt, any problems relating to the hosting of the Software as a Service (SAAS) shall not be deemed within Vincofy's reasonable control.

    10. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.