Vello Terms of Service
Effective: August 20, 2013
These Terms of Service ("Terms") govern your access to and use of Vello, including any Vello mobile applications and websites (the "Services"), and any videos, information, text, graphics, photos or other materials uploaded, downloaded or appearing on the Services (collectively referred to as "Content"). Vello functions as a digital community for people to celebrate and be celebrated by friends and family by enabling users to create, share, and view video greetings. Users also have the ability to send or receive Gift Cards (a “Gift Card” is a restricted monetary equivalent or scrip that is issued by retailers to be used as an alternative to a non-monetary gift) when using the services. Your access to and use of the Services is conditioned on your acceptance of and compliance with these Terms. By accessing or using the Services you agree to be bound by these Terms.
1. Basic Terms
You are responsible for your use of the Services, for any Content you post to the Services, and for any consequences thereof. The Content you submit, post, or display will be able to be viewed by other users of the Services and through third party services and websites. You should only provide Content that you are comfortable sharing with others under these Terms.
You may use the Services only if you can form a binding contract with Vello and are not a person barred from receiving services under the laws of Canada or other applicable jurisdiction. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. You may use the Services only in compliance with these Terms and all applicable local, provincial, national, and international laws, rules and regulations.
The Services that Vello provides are always evolving and the form and nature of the Services that Vello provides may change from time to time without prior notice to you. In addition, Vello may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.
The Services may include advertisements, which may be targeted to the Content or information on the Services, queries made through the Services, or other information. The types and extent of advertising by Vello on the Services are subject to change. In consideration for Vello granting you access to and use of the Services, you agree that Vello and its parent, third party providers and partners may place such advertising on the Services or in connection with the display of Content or information from the Services whether submitted by you or others.
By registering a Vello Account and accepting the Terms, you confirm that you are:
- At least 18 years of age or
- Between 13 and 17 years of age and using the Services with the permission and consent of your parents or legal guardian.
You are responsible for safeguarding the password or credentials that you use to access the Services and for any activities or actions under your account. We encourage you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account and with other accounts that you may connect to your Vello account including your e-mail and other internet-based social media programs such as Facebook, Twitter or Google+(collectively defined as “Social Network”). Vello cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
Vello can rely on the relevant Social Network to authorize you as a user of the Services. You are solely responsible for any and all access to your Vello Account and the Services by persons using your Social Network account. If someone other than yourself accesses your Vello Account or the Services by using your Social Network account or Social Network password, we will rely on that Social Network account and Social Network password and you agree that such access to the Services will constitute access made by you personally. If you become aware that your Social Network account or Social Network password is being used without authorization, please notify us immediately by sending an email to email@example.com.
4. Content on the Services
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may, but are not required to monitor or control the Content posted via the Services and we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk.
We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will Vello be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.
5. Your Rights
You retain your rights to any Content that you create or purchase for storage on your device. In order to make the Services available to you and other users, Vello needs a license from you. By submitting, posting or displaying Content on or through the Services, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed).
You agree that this license includes the right for Vello to provide, promote, and improve the Services and to make Content submitted to or through the Services available to other companies, organizations or individuals who partner with Vello for the syndication, broadcast, distribution or publication of such Content on other media and services, subject to our terms and conditions for such Content use. Such additional uses by Vello, or other companies, organizations or individuals who partner with Vello, may be made with no compensation paid to you with respect to the Content that you submit, post, transmit or otherwise make available through the Services.
We may modify or adapt your Content in order to transmit, display or distribute it over different networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media.
You are responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and our third party partners. You understand that your Content may be syndicated, broadcast, distributed, or published by our partners and if you do not have the right to submit Content for such use, it may subject you to liability. Vello will not be responsible or liable for any use of your Content by Vello in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit.
6. Your License to Use the Services
Vello gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software that is provided to you by Vello as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Vello, in the manner permitted by these Terms.
7. Vello's Rights
All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of Vello and its licensors. The Services are protected by copyright, trademark, and other laws of both the Canada and foreign countries. Vello reserves all rights not expressly granted in these Terms. You acknowledge and agree that any feedback, comments, or suggestions you may provide regarding Vello, or the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
By utilizing your Social Network credentials to log into Vello to use the Services, you expressly authorize Vello to receive certain of your information that is available on or through your Social Network account, including, your profile information (including your profile photo), friends or follower names, privacy settings and certain other information that will be disclosed to you, and approved by you, during the log-in process; and you also authorize Vello to generate and publish on your Social Network news feed and timeline (as applicable) actions you take while using the Services, and to allow you to interact with your Social Network friends while using the Services. You agree to allow each such Social Network to receive information concerning the actions you take on your use of the Services. In the event you no longer want the Services to publish your Vello activity, or want to otherwise limit the ways in which the Services interact with your Social Network account, you can disable aspects of this feature by changing your Social Network application settings.
8. Gift Cards
Giving and Receiving Gift Cards
The Services offer you the opportunity to give and receive electronic Gift Cards provided by various third-party businesses (”Merchants”) to be used for the purchase of products and services at the stores of the Merchants. The Services offer Gift Cards in several predetermined values. To give a Gift Card to a friend, you first select the Merchant from which you would like to purchase the Gift Card and then choose the value of the Gift Card. To purchase a Gift Card you choose the payment type (PayPal, or credit card), provide the appropriate information (collectively the “Credit Card Information”) and complete your purchase. Shortly thereafter you will receive a confirmation of the purchase and the amount charged to your PayPal or credit card account by Vello. Gift Cards will not be available for use until full payment has been made.
Redemption of Gift Cards
To redeem a Gift Card that you have received and to use the credit to purchase a product or service from a Merchant, you either go to the Merchant’s physical business and display the Gift Card on your Device to the Merchant’s representative or provide Gift Card information at the Merchant’s website. (Some Gift Cards can be used in both ways; others may be limited to one or the other.) No cash-backs or other credit will be accepted by Merchants (unless they are required to do so under applicable laws). You may also be required to present a valid photo ID when redeeming a Gift Card.
Keep in mind that the Services can be accessed from several countries. Some products or services may be provided by Merchants only in certain geographical areas and jurisdictions. Vello therefore reserves the right to exclude the provision of certain Gift Cards to certain geographical areas and jurisdictions. Vello does not warrant that any products or services promoted on the Services will be available for purchase by a particular person in a particular country.
Merchants are obligated to honour Vello Gift Cards in compliance with this Agreement and applicable laws. If a Merchant refuses to honour a valid Gift Card, then Vello will refund the amount of the Gift Card in the form of a credit for a new Gift Card, unless other compensation is required by applicable law. In order to receive such credit, you must provide the following information, in writing, to firstname.lastname@example.org:
Identification of the Gift Card and the Merchant from which you sought to redeem the Gift Card;
Information regarding the date, time and circumstances under which the Merchant refused to redeem the Gift Card;
The email address associated with the Social Network account(s) that you used to access the Services; and
A statement, which is legally binding, in which you certify that the Gift Card has never been redeemed with the Merchant.
Gift Cards may not be redeemed as payment for taxes, tips, prior balances, shipping or handling. Neither Vello nor its Merchants are responsible for lost or stolen Gift Cards or Gift Card reference numbers.
Right of Withdrawal and Refunds
For any purchases of Gift Cards, all sales are final. Vello may, in its sole discretion, honor refund requests of a Gift Card meeting the following criteria:
Full balance remaining on card
Refund/cancellation request is made within 30 days of purchase date, by purchaser (not recipient)
Purchaser must email email@example.com
for authentication from the same email account associated with Vello during the original purchase.
Gift Card has not yet been delivered to recipient
Unsatisfied purchaser/recipient due to e.g. inaccessible redemption locations, purchase ordering error, Gift Card never received, etc.
In case a Merchant ceases to carry on its business Vello will also provide refunds for valid Gift Cards which cannot be redeemed.
Vello reserves the right to change or discontinue any of the Services at any time without prior notice. Vello also reserves the right to terminate your Vello Account at its election and for any reason, without prior notice, and/or to terminate or suspend your Vello Account at any time and with immediate effect, if your use of the Services is in violation of these Terms, Vello’s security policies or any applicable laws. Any Gift Card issued prior to termination will be honoured in accordance with the terms applicable to that specific Gift Card and the terms in this Agreement, except in cases where Vello is entitled to cancel or remove a Gift Card or in cases involving fraud, money laundering or other criminal activities.
D. Merchant Responsibility
Vello is an authorized third party seller of Gift Cards to be redeemed at the physical or online businesses of its Merchants. However, the Merchants are the issuers of the Gift Cards and the sellers of the products or services for which a Gift Card can be redeemed. By receiving a Gift Card, the user acquires only the right to redeem the Gift Card online or at the business of the participating Merchant in accordance with the Terms and the terms of the specific Gift Card. Vello does not have any responsibility for the quality of the products or services provided by Merchants, and Vello expressly disclaims any and all liability for any direct or indirect damages, costs or other losses related to products or services provided by Merchants to users.
Registration Legitimacy and Gift Cards
Vello reserves the right, in its absolute discretion, to determine if your Vello Account registration and your submission of content or other materials is made from a legitimate and valid Social Network account and if your conduct on the Services complies with the provisions of the Terms. Vello may cancel and remove any Gift Cards that Vello suspects have been purchased or redeemed in violation of this Agreement, Vello’s security policies or applicable laws, such as Gift Cards purchased by Vello Accounts that are connected to what Vello determines to be a “passive” Social Network account. Vello reserves the right to suspend, block or terminate any Vello Account that Vello, in its sole discretion, considers to be used in violation of the Terms, Vello’s security policies or applicable laws. Any such action will be without limiting any of Vello’s other rights and remedies.
Special Promotional Activities
From time to time Vello may offer special promotions, contests and/or sweepstakes intended to provide incentives to purchase Gift Cards. The applicable rules for such special promotional activities will be posted on the Vello website or mobile application in connection with the description of each promotion.
9. Restrictions on Content and Use of the Services
We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Services and to suspend terminate users or reclaim usernames without liability to you. You may not post Content that:
- Impersonates another person or entity in a manner that does or is intended to mislead, confuse, or deceive others;
- Violates the rights of a third party, including copyright, trademark, privacy, and publicity rights;
- Is a direct and specific threat of violence to others;
- Is furtherance of illegal activities; or
- Is harassing, abusive, or constitutes spam.
You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, Vello's computer systems, or the technical delivery systems of Vello's providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Vello (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with Vello. For clarity, scraping the Services without the prior consent of Vello is expressly prohibited; (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services.
10. Copyright Policy
Vello respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have 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 (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
We reserve the right to remove Content alleged to be infringing without prior notice and at our sole discretion. In appropriate circumstances, Vello will also terminate a user's account if the user is determined to be a repeat infringer.
11. Ending These Terms
The Terms will continue to apply until terminated by either you or Vello as follows.
You may end your legal agreement with Vello at any time for any reason by deactivating your accounts and discontinuing your use of the Services. In order to deactivate your account, please contact us via email at firstname.lastname@example.org
We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or through the Services the next time you attempt to access your account.
In all such cases, the Terms shall terminate, including, without limitation, your license to use the Services, except that the following sections shall continue to apply: 4, 5, 7A, 9, 11, 12, and 13.
Nothing in this section shall affect Vello's rights to change, limit or stop the provision of the Services without prior notice, as provided above in section 1.
12. Disclaimers and Limitations of Liability
Please read this section carefully since it limits the liability of Vello and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the "Vello Entities"). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.
The Services are Available "AS-IS"
Your access to and use of the Services or any Content is at your own risk. You understand and agree that the Services is provided to you on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, VELLO ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
Vello Entities make no warranty and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services, or any Content; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from Vello Entities or through the Services, will create any warranty not expressly made herein.
The Services may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Vello Entities of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
All third party trademarks, logos, photographs, images, and other intellectual property contained on or through the Services are the property of the respective third parties, including the respective Merchants, and may be protected by applicable copyright, trademark or other intellectual property laws and treaties. Each such third party expressly reserves all rights into such intellectual property. Use of third party software or services is subject to the terms and conditions of the applicable third party license agreements, and you agree to look solely to the applicable third party and not to Vello to enforce any of your rights in relation thereto.
Limitation of Liability
13. General Terms
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE VELLO ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, 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; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE VELLO ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID VELLO, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.
THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE VELLO ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Waiver and Severability
The failure of Vello to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
The communications between you and Vello are done by the use of electronic means, access the Services or send us email, or whether Vello posts notices on its website or communicates with you via email. For contractual purposes, you (i) consent to receive communications from Vello in electronic form and (ii) agree that all terms and conditions, agreements, notices, disclosures and other communications that Vello provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing.
Changes to the Agreement
Vello may, from time to time and at its own discretion, change the non-substantive terms of this Agreement without notice. Any such change becomes effective when posted on the Services. It is your sole responsibility to check for changes and your continued use of the Services will constitute your acceptance of such changes. If we substantively amend these Terms, we will give you at least seven (7) days notice before the changes take effect, during which period of time you may reject the changes by terminating your account.
Controlling Law and Jurisdiction
This Agreement shall be governed by the laws of the Province of Ontario, and the federal laws of Canada applicable therein. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any claim or dispute between you and us that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in Toronto, Ontario. You agree to submit to the jurisdiction of such courts in any such dispute.
These Services are operated and provided by Vello Greeting Inc., 250 Consumers Rd, Suite 812
Toronto, Ontario, M2J 4V6. If you have any questions about these Terms, please contact us.