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Terms of Use Agreement

Terms of Use Agreement

Communication Service for the Deaf, Inc.

PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS. AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A BINDING ARBITRATION CLAUSE.

Vineya (“Vineya”), a service provided by Communication Service for the Deaf, Inc. (CSD), allows certain individuals and entities to access and use Vineya under this Terms of Use Agreement (the “Agreement”). In this Agreement, the use of the name Vineya is interchangeable and synonymous with CSD. Vineya includes all websites associated with Vineya (including all domains and sub-domains of www.govineya.com, all APIs, and all applications and communication tools provided by Vineya). All those that access Vineya to obtain communication access services (“Clients”), all those who receive the communication access services on an Assignment (“End Customer”), and all those that access Vineya to provide communication access services (“Service Providers”) are collectively referred to as“Users”. Any person that logs into Vineya is a User. Therefore, a User may be a Client, End Customer, or Service Provider. All Users accessing and using Vineya do so under the terms and conditions of this Agreement. By using Vineya or signing up for its services, Users accept the terms and conditions of this Agreement as they may be changed by Vineya from time to time and agree as follows:

  1. Nature of the Marketplace.

    Vineya is an electronic marketplace that creates efficiencies in managing and delivering communication access services by allowing Users to match their respective need (the “Service”).

  2. Privacy.

    Your privacy is important to Vineya. The Vineya Privacy Policy (“Privacy Policy”) is hereby incorporated into this Agreement by reference. Please read the Privacy Policy carefully for details relating to the collection, use, and disclosure of your personal information.

  3. Modifications of Terms.

    Vineya may modify this Agreement at any time. Vineya will post any modification to this Agreement to the site, which will be presented to the User upon logging in to Vineya Except as specified in the specific terms, the modification will become effective once the User has had the opportunity to read the changes to the terms and agrees to accept the modification. If a User does not accept any modifications to this Agreement, the User’s account will be suspended until the User accepts the modified terms or the User contacts Customer Service. Except as expressly provided above, no modification or amendment of this Agreement will be binding on Vineya without Vineya’s written consent.

  4. Registration.

    1. Eligibility, Representations, and Warranties.

      By registering to use, and by using Vineya, Users represent and warrant that they are at least 18 years of age, can form legally binding contracts, and/or are the authorized representatives of businesses with the legal capacity and authority to contract. Users represent and warrant that the information provided in the course of registering to use Vineya and creating a User profile, including, without limitation, name, e-mail address, physical address, and any other information required by the payment method provider are accurate, belong to the User, are up to date, and will be updated promptly in the event of any change. Users agree that they will only register to use, and use Vineya for the intended uses of Vineya described herein. Service Providers represent and warrant that they will maintain at all times adequate insurance coverage (including general liability coverage) and any required certifications, licenses, and permits as required by applicable law in the appropriate jurisdiction. Each Service Provider represents that he or she has all licenses, certifications, permits, insurance, and skills necessary to perform any work accepted by the Service Provider and will maintain proof of such in the system. Such requests, issued through Vineya, that include a description of the services needed, a specified time when the services can be performed, a location where the services are to be rendered, in exchange for specified payment are hereinafter referred to as “Assignments”. Users represent and warrant that all information provided in any Assignment, is accurate and up to date and will make updates promptly in the event of any change. Users of Vineya represent and warrant that they are individuals or entities of good character possessing the skill sets, experience, and expertise provided in connection with their User Profile. Vineya may refuse at any time and for any reason to provide services to anyone.

    2. Verification.

      To use Vineya, (a) Users must have an e-mail account and create a User account (“User Account”) by providing complete and accurate registration information. Vineya may at any time require Users to provide information to verify their identity before Vineya permits access to some or all of the features of Vineya. That information may include without limitation a social security number or employer identification number, or other financial, business or personal information required by Vineya or its payment method provider. Vineya may make, directly or through third parties, inquiries to validate information that a User provides to Vineya. Users are solely responsible for taking appropriate steps to verify the identity of other Users of the Service with whom you transact. Users must update all Payment Account information promptly upon any change.

    3. User Credentials.

      A User’s e-mail address and a password that the User selects will be used to access the site and for communications. A User may be required to verify their e-mail address and may be prompted to answer several security questions or be issued access keys or credentials that may be used to enable access to the Service and authorize transactions. A User’s password and access keys are their “Credentials”. Users are responsible for maintaining the secrecy and security of their Credentials and for any use of or action taken under their Credentials. A User should not disclose their Credentials to any third party If a User’s Credentials are compromised, the User must change their Credentials immediately and notify Vineya immediately. Users may not share credentials. Clients who have multiple authorized parties who may request services on behalf of Client must have separate user accounts and such accounts will be associated with Client by Vineya.

  5. Solicitation.

    Users agree not to solicit Clients, Service Providers, or End Customers to use any other electronic platform that seeks to connect Service Providers with companies or individuals looking to hire Service Providers. Users agree not to contact or solicit any Clients, Service Providers, or End Customers for the purpose of circumventing the services available through Vineya for the duration of the time they are registered on Vineya and for a period of six (6) months thereafter. Service Providers agree not to contact or solicit any Client or the recipient of the services on an Assignment (“End Customer”) for the purpose of circumventing the services available through Vineya for the duration of the time they are registered on Vineya and for a period of six (6) months thereafter. If a User is found to have solicited a Client, Service Provider, or End Client for purposes of circumventing the services available through Vineya, that User’s account will be disabled until further notice.

  6. Proprietary Platform and Intellectual Property Rights.

    Users agree that Vineya has sole and complete ownership of the platform, all content thereon and all intellectual property rights. As such, Users agree not to create or operate any platform, site or business that is based in whole or in part on the processes or content on Vineya, without the written consent of Vineya. Users agree not to copy, reproduce, modify, create derivative works, publish, distribute, transmit, publicly display or post on any other website any content from Vineya without written consent from Vineya. Users agree not to share their usernames or passwords to the Vineya website with anyone. Users agree to notify Vineya immediately in the event they have reason to believe that their username or password has been compromised. Vineya may rely on any use of its website as authorized by the holder of the corresponding username and password. Vineya has the right to use all data that does not personally identify and/or cannot be combined with readily available information to identify an individual User to Vineya for research and marketing, product enhancement and statistical analysis. Users grant Vineya a non-exclusive, perpetual, irrevocable right and license to use the information they provide. Users agree not to injure Vineya’s platform in any way, including through the creation or deployment of any virus or corrupted data or copying Vineya’s website or hindering the functioning of Vineya’s platform. Vineya has the right, but not the obligation, to edit, modify, refuse to post, reject, eliminate or remove any information existing on or transmitted to Vineya that it, in its sole discretion, believes is unacceptable or in violation of these terms or may create liability or may cause Vineya to lose the services of its Internet providers. Likewise, Vineya shall have the right to terminate any User’s ability to access and use the Vineya platform at any time without notice.

  7. No Warranty.

    Vineya does not make any representations and disclaims all warranties, expressed or implied, regarding the information contained in User profiles or Assignments posted, including but not limited to their accuracy, legality, safety, completeness or quality, as well as the identities of Users. Vineya cannot and does not guarantee verification of each User’s identity and/or the information contained in any User profile, the suitability of any Service Provider to fulfill its obligations under an Assignment, or the ability or willingness of any Client or End Customer to fulfill its obligations with respect to an Assignment including that Client or End Customer’s ability to provide payment in a timely manner. Vineya’s website may contain links to websites operated by third parties: These links are for convenience only and Vineya is not responsible for their content, privacy policies nor is the link an endorsement of material on them. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VINEYA, ITS SERVICES, ALL USER PROFILES, AND WORK ASSIGNMENTS ARE PROVIDED TO USERS HEREUNDER “AS IS” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF VINEYA AND SERVICE RESIDES WITH THE USERS. ALL OTHER CONDITIONS OR WARRANTIES, WHETHER EXPRESSED, IMPLIED OR STATUTORY, ARE DISCLAIMED, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

  8. Limitation of Liability.

    1. No Indirect or Consequential Damages.

      To the fullest extent permitted by applicable law, Vineya and our Affiliates (and our and their respective employees, directors, agents, and representatives) will not be liable for any indirect, incidental, punitive, or consequential damages arising out of or in connection with this Agreement, the site, the Service (including without limitation the inability to use the Service), or any application using our Service.

    2. No Liability for Transactions or Delays.

      In addition, and without limiting the foregoing, to the fullest extent permitted by applicable law, Vineya and our Affiliates (and our and their respective employees, directors, agents and representatives) will not be liable for (a) any damages arising out of or in connection with any services, products, purchases, or transactions entered into through the Service, or (b) delay by Vineya or our Affiliates (or our or their respective employees, directors, agents, and representatives) in performing our obligations under this Agreement, regardless of whether the failure or delay is caused by an event or condition beyond our control.

    3. Limited Aggregate Liability.

      In addition, and without limiting the foregoing, to the fullest extent permitted by applicable law, in no event will the aggregate liability of Vineya or our Affiliates (and our and their respective employees, directors, agents and representatives) arising out of or in connection with this Agreement or the transactions contemplated hereby, whether in contract, tort (including negligence, product liability, or other theory), warranty, or otherwise, exceed the amount of fees earned by us in connection with your use of Vineya during the three-month period immediately preceding the event giving rise to the claim for liability.

    4. Maximum Effect.

      The laws of certain states or other jurisdictions do not allow limitations on implied warranties, or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have rights in addition to those contained in this Agreement. Vineya and our Affiliates’ (and our and their respective employees, directors, agents and representatives) liability is limited to the greatest extent permitted by law.

  9. No Guarantee of Quality

    Vineya cannot guarantee that the software, video, and Vineya website will always function without disruptions, delay or errors. A number of factors may impact the quality of Video Interpreting (“VI”) sessions and use of the software, video platform, or Vineya website, and may result in the failure of User VI sessions including but not limited to: the User’s computer, local network, firewall, Internet service provider, the public Internet, and power supply. Vineya takes no responsibility for any disruption, interruption or delay caused by any failure of or inadequacy in any of these items or any other items over which Vineya has no control.

  10. Interactions with Other Users.

    1. Interactions with Other Users.

      Users are solely responsible for their interactions with other Users. Vineya makes no representations or warranties as to the conduct of Users and shall not be in any way liable for any conduct of any User. Users agree to take reasonable precautions in all interactions with other Users of the Service, particularly if Clients and Service Providers meet offline or in person. You should not provide any financial information (for example, credit card or bank account information) to other Users.

    2. Release.

      YOU HEREBY RELEASE VINEYA FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES (ACTUAL, CONSEQUENTIAL, NOMINAL, PUNITIVE, OR OTHERWISE), EQUITABLE RELIEF, AND ANY OTHER LEGAL, EQUITABLE, AND ADMINISTRATIVE REMEDY, OF EVERY KIND AND NATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, PAST, PRESENT, OR FUTURE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR INTERACTION WITH OTHER USERS ON VINEYA.

  11. Links and Third Party Services.

    Vineya may provide, or third parties may provide, links or functionality on Vineya to other websites or third party resources (“Third Party Services”). Because Vineya has no control over Third Party Services, Users acknowledge and agree that Vineya is not responsible for the availability of the Third Party Service, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from the Third Party Services. Users further acknowledge and agree that Vineya shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, goods or services available on or through Third Party Services. ACCESS AND USE OF THIRD PARTY SERVICES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD PARTY SERVICES OR AVAILABLE THROUGH THIRD PARTY SERVICES, IS SOLELY AT USER’S OWN RISK. When Users leave Vineya, Vineya’s terms and policies no longer govern. Users should review applicable terms and policies, including the privacy and data gathering practices, of any Third Party Service.

  12. Legal Compliance.

    Users agree to abide by all applicable laws, statutes, ordinances and regulations, including but not limited to, laws governing speech (e.g., defamation), copyright, personal privacy, confidentiality, discrimination and other individual rights in using Vineya. No User may post content on or communicate through the Vineya website in violation of any applicable law, nor to require a User to violate any applicable law or agreement, including, without limitation any confidentiality or non-disclosure agreement.

  13. Responsible Communications and Representations.

    All Users are required to communicate lawfully and professionally when using Vineya. All communications shall not be defamatory, threatening or harassing. All Users agree not to disclose any information concerning other Users that is not already contained in the public domain. Each User represents that the information provided by the User is accurate, including the information in the User’s profile. Users shall update current contact information continuously.

  14. Legal Relationships And Obligations Of Parties.

    1. Vineya Provides a Venue.

      Vineya is an online venue where Service Providers post their location range, time availability, and rates so that Clients who need communication access services can select an available Service Provider for their requested day and time. In providing an online venue to conduct transactions, Vineya does not deliver communication access services as an agency and is not responsible for ensuring Service Providers possess any required licenses, permits, or certifications. Vineya will provide to the Service Provider any information received from the Client regarding the specific assignment. The Service Provider is solely responsible for determining whether the assignment fits within the Service Provider’s qualifications. It is expected that if a Service Provider sees an assignment he/she is not qualified for, the Service Provider will use sound professional judgment and adhere to industry standards. No Service Provider is required to accept an assignment. Service Providers shall comply with any and all state and federal laws regarding confidentiality and privacy of information, record keeping and accounting related thereto, including but not limited to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and Health Information Technology for Economic and Clinical Health (HITECH).

    2. Contracts Between Clients and Service Providers.

      By registering as a User, you acknowledge and agree that you contract directly with Clients or Service Providers to buy or sell services. When a Client selects a Service Provider for a specific job assignment, the Client and Service Provider will enter into a standard User Contract (“User Contract”) to complete a transaction for interpreting services. By accepting an assignment, Service Providers agree that they will be entering into a binding agreement with that Client, pursuant to the terms of the User Contract. When a Client selects a Service Provider, the Client agrees to purchase, and the Service Provider agrees to deliver, the Service Provider’s services in accordance with the terms of the User Contract and this Agreement. Users agree not to enter into any contractual provisions in conflict with this Agreement. Users covenant and agree to act in good faith and engage in fair dealing in connection with the User Contract. Additionally, Users acknowledge and agree that the value, reputation, and goodwill of the Vineya depend in part on the performance of such covenants and agreements. Users further agree that Vineya has the right to take such actions, including but not limited to, suspension, termination, or legal actions, as Vineya in its sole discretion deems necessary to protect the value, reputation, and goodwill of Vineya.

    3. Independent Contractor Status and Relationship of the Parties.

      Service Provider’s relationship with Client will be that of an independent contractor, and nothing in the User Contract will be construed to create a partnership, joint venture, or employer-employee relationship. Service Provider is not the agent of Client and is not authorized to make any representation, contract, or commitment on behalf of Client. The Service Provider will choose the manner and the means to perform communication access services. The Service Provider agrees that as an independent contractor, the Service Provider is solely responsible for the materials, supplies, equipment and all other costs incurred in the performance of providing the service and that there shall be no reimbursement for any materials, supplies, equipment or operating costs by Vineya or the Client. The Service Provider agrees that in performing any services secured through Vineya, the Service Provider will be acting in the ordinary course of the Service Provider’s own business. The Service Provider agrees that it will not in any way identify its place of business or establishment as a place of business or establishment of Vineya or the Client.

    4. Taxes and Reporting.

      Vineya collects and remits sales tax as required by federal or state law for transactions on Vineya. The total amount for an Assignment will include any applicable sales tax based on the location of the Assignment and the sales tax rate in effect at the time services are purchased. Users agree to pay any sales tax applicable to transactions on Vineya. Users are solely responsible for payment and reporting of all other applicable taxes as purchasers or sellers of services, including any income tax, VAT, GST, HST, use tax, or any other local, state, municipal, provincial, territorial or federal tax of any kind, as well as any governmental reporting obligations thereto. Users acknowledge that Vineya will not issue 1099 tax forms and further agree that if Users are a U.S. Client purchasing services from U.S. Service Providers, the Client is solely responsible for obtaining the necessary information from the Service Providers in order to generate 1099 tax forms and Client is also solely responsible for issuing the 1099 tax forms to those Service Providers.

    5. No Agency.

      No agency, franchise, partnership, joint-venture, or employee-employer relationship is intended or created by this Agreement.

  15. Prohibited Actions by Service Providers.

    1. Late Arrivals and Absences.

      If it is reported that the Service Provider arrived late or was a no-show, the incident will be noted by Vineya. After three such events, the Service Provider will be contacted by Vineya and the Service Provider’s User Account may be suspended indefinitely.

    2. Transfer of an Assignment to Another Service Provider.

      The Client will post a service provider request on Vineya and will be given a list of Service Providers available and the estimated rate in U.S. Dollars associated with the work stipulated in the request. Once a Service Provider accepts an Assignment, the Service Provider may not reassign the Assignment to any other person without the prior consent of Vineya. The Service Provider agrees to perform the work stipulated in the Assignment directly to the satisfaction of the Client. The Client is engaging a specific Service Provider to complete an Assignment and he or she may not engage anyone else to complete the work without the prior consent of Vineya.

  16. Billing.

    1. General.

      Vineya bills Client through an online account (your “Billing Account”) for use of the Service. Client agrees to pay Vineya all charges at the prices then in effect for any use of the Service by Client or other persons (including Client’s agents) using the Client’s Billing Account, and Client authorizes Vineya to charge the chosen payment method (“Payment Method”) for the Client’s use of the Service. Client agrees to make payment using the selected Payment Method. Vineya reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

    2. Payment Terms.

      Vineya shall submit a final invoice to be paid by Client. Client will have 48 hours from the date of the final invoice to object before Client’s Payment Method is charged for the amount on the final invoice. Vineya is not responsible for payment to the Service Provider in cases where Client has not made funds available to Vineya in the amounts owed with respect to such Assignments.

    3. Late Penalty Clause.

      If a Client fails to make any payment that is due within fifteen (15) days of the due date prescribed by the final invoice, the Client’s Vineya user account will be suspended and any unfulfilled communication access service requests will be canceled. Account reactivation requires Client to contact customer service to resolve any outstanding balances.

    4. Current Information Required.

      USER MUST PROMPTLY NOTIFY VINEYA IF PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF USER BECOMES AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF USER’S USERNAME OR PASSWORD.

    5. Payment Method.

      If you wish to purchase a service made available through Vineya (each such purchase, a “Transaction”), you may be asked to supply certain information relevant to your Transaction including, without limitation, your credit card number, the expiration date of your credit card, and your billing address. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT METHOD(S) UTILIZED IN CONNECTION WITH ANY TRANSACTION. By submitting such information, you grant to Vineya the right to provide such information to the provider of chosen Payment Method (the“Payment Method Provider”), such as Braintree, for purposes of facilitating the completion of Transactions initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any Transaction.

      The terms of payment will be based on the User’s Payment Method and may be determined by agreements between the User and the financial institution, credit card issuer or other provider of the Payment Method Provider. If Vineya does not receive payment from the User’s Payment Method Provider, User agrees to pay all amounts due on the User’s Billing Account upon demand, or Vineya may suspend or terminate access to the Service.

    6. Reaffirmation of Authorization.

      A User’s non-termination or continued use of the Service reaffirms that Vineya is authorized to charge the User’s Payment Method. Vineya may submit those charges for payment and User will be responsible for such charges. This does not waive Vineya’s right to seek payment directly from the User. User’s charges may be payable in advance, in arrears, per usage, or as otherwise described on the applicable payment screen.

    7. User Information.

      The name, physical address, and e-mail address of Users will be stored on Vineya. Please see the Privacy Policy for further explanation on how your information may be used by Vineya. Any and all financial information of Users will be stored on the secure payment gateway of our Payment Method Provider. Vineya does not and will not store any financial information on its server.

    8. Vineya’s Role.

      Except for Vineya’s limited role in billing services and processing payments that Users authorize or initiate, Vineya is not involved in any underlying transaction between Users enrolled in Vineya. Vineya is not a bank and does not offer banking services. Vineya may use the services of one or more third parties as a Payment Method Provider. Vineya is not a selling agent in connection with any sale by Users of services to any person. Vineya has no control over the quality, fitness, safety, reliability, legality, or any other aspect of any service that Users may purchase or provide using Vineya.

      In providing an online venue to conduct transactions, Vineya does not deliver communication access services as an agency. Vineya only acts as the billing agent between the Client and the Service Provider for Assignments, whereby Vineya, through the services of a Payment Method Provider, will transfer funds for such Assignment from the Client to the Service Provider. Vineya is not responsible for payment to the Service Provider in cases where Client has not made funds available to Vineya in the amounts owed with respect to such Assignments. Furthermore, Vineya will not reimburse Service Provider for travel expenses incurred while engaged in the performance of the Assignment. Travel expenses must be built into the Service Provider’s profile on Vineya.

    9. Payment Process.

      Upon selection of a Service Provider, Client will see the estimated cost for an Assignment. This is an estimate only and the final invoice may or may not be higher than the estimate received at the time of the selection of the Service Provider. Clients are responsible for estimating the length of the assignment as accurately as possible or there may be unexpected additional charges on the final invoice.

      Once the Assignment is complete, the Service Provider will submit a final invoice to Vineya.

      Vineya will send the final invoice to the Client and Client will have 48 hours from the date of the final invoice to object before Client’s Payment Method is charged for the amount on the final invoice.

      Client has 30 days from the date of the final invoice to dispute a charge or request a refund. The refund policy and dispute resolution process are explained in Sections 16(n) and Section 19 of this Agreement.

    10. User Authorization.

      Subject to this Agreement, User authorizes Vineya to hold, receive and disburse funds in accordance with payment instructions, whether provided to Vineya directly or through a Payment Method Provider’s application, and whether to Vineya in its own capacity or in its capacity as the billing agent acting on behalf of sellers of services and other third parties that have appointed us as agent for the limited purpose of receiving payments. A User’s authorization permits Vineya and the Payment Method Provider (a) to debit or credit a bank account, any credit card, debit card, or other payment cards that we accept (“Cards”), or any other payment method we accept, or (b) to process payment transactions that the User authorizes by generating a paper draft or an electronic funds transfer. User authorizations will remain in full force and effect while Users maintain a Billing Account and for any bank account.

    11. Transaction Limits.

      Vineya may delay, suspend or reject a transaction for any Billing Account for any reason, including without limitation if Vineya suspects the transaction subjects Vineya to financial or security risk or is unauthorized, fraudulent, suspicious, unlawful, in violation of the terms of this Agreement, subject to dispute (including without limitation a dispute under our Dispute Program) or chargeback, or otherwise unusual.

    12. Receiving Payments.

      Subject to this Agreement, Vineya will deposit to a Service Provider’s account through the Payment Method Provider the amounts actually received by Vineya for transactions submitted through Vineya (less any applicable fees or other amounts Vineya may collect under this Agreement). Unless Vineya, in its sole discretion, elects to deposit funds earlier, funds for any given transaction will not be deposited until Vineya has received or sent the funds and Vineya or the designated financial institutions have accepted the transaction or funds.

    13. Set-off and Collection Rights.

      Without limiting Vineya’s other rights, Vineya may set-off or deduct any amount a User owes Vineya or our Affiliates from the User’s Balance, any proceeds due to the User, User’s Bank Account, and/or other payment instrument registered with Vineya. If Vineya is unable or does not wish in its sole discretion to set-off any amount a User owes Vineya or our Affiliates, User will immediately pay Vineya, upon demand, such amount. User also agrees to pay all costs and expenses associated with collection in addition to the amount collected, including without limitation any applicable interest, attorneys’ fees, court costs, collection agency fees, and other legal expenses.

    14. Refund Policy.

      Clients have up to 30 days from the date of the final invoice to request a refund or dispute a transaction by contacting Vineya’s customer support services by phone at 866-662-2265 or by e-mail at support@govineya.com. Any request for a refund will go through Vineya’s dispute resolution process as set forth in Section 19 of this Terms of Use Agreement. If the Client does not request a refund or dispute a transaction within 30 days of the date of the final invoice, the charges are deemed accepted by the Client and can no longer be disputed.

    15. Third Party Payment Referral.

      Vineya provides End Customers (those who receive the communication access services on an Assignment) the ability to request a Service Provider for an Assignment and send such request to the Client for payment (“Third Party Payment Referral”). Client is under no obligation to accept the Third Party Payment Referral request and may choose not to accept it. Users understand that while there may or may not be a legal responsibility on the Client to provide communication access to End Customers, Vineya is NOT responsible for explaining any legal obligations to a Client and Vineya is NOT responsible for a Client choosing to accept or not accept the Third Party Payment Referral request. Vineya does not deliver communication access services as an agency. Vineya only acts as the billing agent between the Client and the Service Provider for Assignments. If the Client does not accept the Third Party Payment Referral request within 48 hours of the e-mail notification from Vineya, an e-mail notification will be sent to the End Customer who initiated the request. Vineya will send a final notification e-mail to the End Customer 48 hours prior to the scheduled date if the Client has still not responded to The Third Party Payment Referral request. It is the End Customer’s responsibility to follow up with the Client about the request.

    The Third Party Payment Referral process is explained in an example below:

    • End Customer has a doctor’s appointment at a clinic and will need a communication access service provider.
    • End Customer establishes a User Account with Vineya.
    • End Customer chooses a specific Service Provider for the doctor’s appointment and inputs the name of the clinic and the contact information of the clinic for Third Party Payment Referral.
    • Vineya sends the Third Party Payment Referral request to the clinic via e-mail.
    • The clinic chooses to accept the request and creates an account on Vineya. *The clinic may choose not to respond to the request and the End Customer will be notified 48 hours prior to the scheduled date that the clinic has not responded
    • Clinic accepts the terms and conditions of the request on Vineya and agrees to pay the final invoice for the assignment. Vineya will notify the End Customer by e-mail that the request was accepted.
    • The clinic will follow the rest of the payment process as set out in the Terms of Use under Section 16 Billing.
  17. Fees and Travel Expenses, Minimum Billable Hours, and Cancellation Policies.

    1. Service Fees.

      There is no cost to becoming a member of Vineya or in browsing the site. Vineya charges fees to Clients who use our Services. The Client agrees to pay to Vineya a Service Fee (as defined below) for communication access services obtained through Vineya. A “Service Fee” shall be a percentage of the payment stipulated in the Assignment. Vineya shall earn such Service Fee when the Client submits payment to the Service Provider for the completed Assignment.

    2. Service Fee and Travel Expenses for On-Site Interpreting (“On-Site”) Services.

      1. Vineya’s Service Fee for On-Site Services is 14 percent of the total Assignment value, excluding sales tax.
      2. Interpreter Fee is defined below in Section 17(d) (Interpreter Fee for On-Site Services).
      3. Travel expenses are built into the Service Provider’s profile as a per mile rate. Upon completion of the Assignment, the Service Provider will submit to Vineya information regarding the length of the Assignment and the amount of mileage traveled for the Assignment. The Client will be charged for any mileage traveled for the Assignment at the rate established by the Service Provider at the time of booking (“Travel Expenses”).
    3. Service Fee for Video Interpreting (“VI”) Services.

      1. Vineya’s Service Fee for VI Services is 20 percent of the total Assignment value, excluding sales tax.
      2. Interpreter Fee is defined below in Section 17(e) (Interpreter Fee for VI Services).
    4. Interpreter Fee for On-Site Services.

      The Interpreter fee (“Interpreter Fee”) for On-Site services is based on Interpreter and the number of hours requested by the Client.

      1. In the event that the duration of the Assignment exceeds the number of hours originally requested by the Client, the Client will be responsible for paying any additional fees for the overage. In the event that an Assignment was booked for a specific number of hours and the Assignment is completed sooner than the hours requested, the Client is still responsible for paying for the number of hours originally requested. For example:
        • Client books for 2-hour Assignment. Interpreter Fee will be XX dollars.
        • If the Assignment runs 3 hours, Interpreter Fee will be XX dollars plus YY dollars for the extra hour.
        • If the Assignment lasts 5 minutes, Interpreter Fee will still be XX dollars.
    5. Interpreter Fee for VI Services.

        1. The Interpreter Fee for VI Services is based on the 15-minute incremental rates established by the Interpreter in their profile and the length of the assignment. For example:
          • Client books a 2-hour Assignment and the Assignment lasts 1.5 hours. The Interpreter Fee will be the Interpreter’s 15-minute incremental rate times 1.5 hours.
          • If the Assignment runs 3 hours, Interpreter Fee will be the Interpreter’s 15-minute incremental rate times 3 hours.
          • If the Assignment lasts less than 15 minutes, the Interpreter Fee will be the Interpreter’s 15-minute incremental rate.
        1. For VI services, Vineya will begin tracking the length of the Assignment once the Interpreter arrives on video. However, if the Interpreter arrives on video prior to the scheduled Assignment start time, Vineya will not begin tracking until the scheduled start time of the Assignment. For example:
          • Assignment is scheduled to start at 12:00 p.m. and Interpreter arrives on video at 11:50 a.m. Vineya will start tracking the length of the assignment at 12 p.m. (the scheduled Assignment start time), regardless of whether or not Client is present on the video yet.
      1. At the end of a VI session, the Interpreter will see a prompt showing the actual length of the Assignment. If there is an error or a miscalculation in the length of the Assignment, the Interpreter may adjust it in order to show the correct amount of time. Once the Interpreter submits the length of the Assignment, the Client will receive an invoice. The Client has 48 hours after receiving the invoice to dispute the length of the Assignment.
    6. Minimum Billable Hours for On-Site Services.

      For On-Site services, the Service Provider may set a minimum billable hours threshold of 1, 1.5, or 2 hours in their profile. Service Providers may not set a minimum billable hours threshold for VI services.

      1. All Assignments booked through a Service Provider who has a minimum threshold set will be billed for at least the Service Provider’s minimum billable hours, regardless of the hours requested by the Client or the actual duration of the Assignment.
      2. The Client will be notified during job creation if a Service Provider has a minimum billable hour threshold. Checking the acceptance box constitutes Client’s acceptance and agreement to the minimum billable hour threshold set by the Service Provider.
      3. The minimum billable hours threshold is explained in an example below:
        • Service Provider has a 2-hour minimum billable hour threshold and Client accepts the terms by checking the acceptance box when notified.
        • Client books for a 1-hour Assignment.
        • Client will be billed for 2 hours even though the Assignment was only booked for 1 hour.
        • If the Assignment lasts 5 minutes, Client will still be billed for 2 hours.
    7. Cancellation Policy for On-Site and VI Services

      1. Client Cancellation.

        Service Providers will establish their own cancellation threshold (e.g., 24 hours) for both On-Site and VI services. Checking the acceptance box during Assignment creation constitutes Client’s acceptance and agreement to the cancellation threshold set by Service Providers and the policy it triggers as detailed below:

        • If a Client cancels without breaching the cancellation threshold prior to the scheduled start time of the Assignment, the Client will not be billed.
        • Canceled Assignments that breach the cancellation threshold prior to the scheduled start time of the Assignment will be billed for the full scheduled time. If two (2) or more Interpreters were scheduled, the full scheduled time will be billed individually and only for interpreters whose cancellation threshold was breached.
        • In the event the deaf/hard of hearing person does not appear for the appointment and the notice by the Client is less than the cancellation threshold, the full scheduled time will be billed to the Client.
        • In the event of inclement weather (i.e. snow, ice, power outage, flooding, etc.), the Client must notify Vineya Support via e-mail or phone of the cancelled request at least eight (8) hours prior to the Assignment’s scheduled start time in order to avoid billing.
      2. Interpreter Cancellation.

        If an Interpreter cancels Assignments accepted by them three (3) or more times within a six (6) month period, their account will be suspended until authorized by customer service to resume activity.

    8. Timely Payment.

      Client agrees to pay in a timely manner and with a valid payment method, all fees, sales tax, and travel expenses applicable to use of the Services. If Client’s payment method fails, Vineya may collect fees owed using other collection mechanisms.

    9. Change in Fees or Services.

      Vineya reserves the right to change the Fees charged to Clients at any time by posting notice of such changes on Vineya’s website. Vineya’s changes are effective immediately upon their inclusion on the website. Vineya may in its sole discretion change some or all of its Services at any time, with or without notice. In the event Vineya introduces a new service, the fees for that service will be posted on the Vineya website and effective at the launch of the service.

  18. Term and Termination.

    1. User Rights.

      Unless otherwise agreed in writing by User, User may terminate this Agreement by closing User’s Vineya Account at any time. User may not close its Vineya Account as a means of evading withdrawal restrictions.

    2. Suspension or Termination by Vineya.

      Vineya may suspend this Agreement or terminate this Agreement and close User’s Vineya Account for any reason at any time upon notice to User.

    3. Effect of Termination.

      Vineya will not be liable to User for compensation, reimbursement, or damages of any kind in connection with any termination or suspension of the Service. Upon termination of this Agreement for any reason: (a) Vineya may elect to cancel any pending transactions, (b) User will remain liable for all fees, charges, and other payment obligations that have been incurred through the date of termination, (c) subject to the terms of this Agreement, any funds that Vineya is holding in custody for User at the time of termination, less any amounts User owes Vineya, may be withdrawn if all withdrawal-related authentication requirements have been fulfilled, (d) all license or other rights granted to any party under this Agreement will immediately terminate, (e) User will return or destroy and cease use of all Vineya Materials and Trademarks (described below), and (f) User access to the Site will be terminated, and Vineya will have no obligation to User to store, retain, report, or otherwise provide any copies of, or access to, any records, documents or other information in connection with User’s Payment Account or the Service. In addition to any payment obligations under this Agreement, the following sections of this Agreement survive and remain in effect in accordance with their terms upon the termination of this Agreement: 5, 6, 7, 8, 9, and 10.

  19. Disputes.

    Vineya does not act as the agent of either party in any transaction or in resolving any dispute. Vineya will attempt to resolve disputes by fostering good faith communication between Users. In the event of a dispute between or among Users that the parties cannot resolve themselves, those parties agree to seek dispute resolution through Vineya’s customer support services. Users have 30 days from the date of the final invoice to request a refund or dispute a transaction. To request a refund or dispute a transaction, please call 866-662-2265 or e-mail support@govineya.com.

    You will need the following information to dispute a transaction:

    • Date of transaction
    • Invoice Number
    • Amount of transaction
    • Transaction ID
    • Description of the problem

    Any dispute will be handled by our investigations team for review. Although we will try to complete our investigation as soon as possible, it can take up to 45 business days before we reach a conclusion. During this time, we may contact Users to obtain additional information about the situation. If Vineya contacts a User for additional information, the User must respond within five business days. Any User that fails to: (1) cooperate in good faith to resolve a complaint, (2) respond timely to a dispute, or (3) honor a commitment made to resolve a dispute within a reasonable amount of time may have its account privileges restricted or terminated. Any decision by Vineya in a dispute between Users is final and binding on both parties. If the dispute continues after a final decision by Vineya, the parties agree that the dispute shall be resolved by binding arbitration and each party shall pay for its own costs and attorneys’ fees, if any.

  20. Arbitration.

    Any dispute or claim relating in any way to your use of any Vineya Service, or to any products or services sold or distributed by Vineya or through www.govineya.com that cannot be resolved by Vineya’s dispute resolution process will be resolved by binding arbitration, rather than in court. The Federal Arbitration Act and federal arbitration law apply to this agreement.

    There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms of Use as a court would.

    To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent C T Corporation System 319 S. Coteau Street Pierre, SD 57501-310. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. Vineya will not be responsible for paying any individual User arbitration fees. If any User prevails on any claim that affords the prevailing party attorneys’ fees, or if there is a written agreement providing for fees, the Arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law. Otherwise, each party shall pay for its own costs and attorneys’ fees, if any. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees, if any.

    WE EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION WE EACH WAIVE ANY RIGHT TO A JURY TRIAL. WE ALSO BOTH AGREE THAT YOU OR WE MAY BRING SUIT IN COURT TO ENJOIN INFRINGEMENT OR OTHER MISUSE OF INTELLECTUAL PROPERTY RIGHTS. BY USING VINEYA, YOU AGREE THAT THE FEDERAL ARBITRATION ACT, APPLICABLE FEDERAL LAW, AND THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT LAWS, WILL GOVERN THESE TERMS OF USE AND ANY DISPUTE OF ANY SORT THAT MIGHT ARISE BETWEEN YOU AND VINEYA.

  21. Fairness.

    Vineya is designed to be an interactive platform between Users. All Users are to conduct their business with the highest ethical standards, fairness and are to treat others respectfully.

  22. Communications.

    Users agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that Vineya provides in connection with their User Account and their use of our Services. Communications include, but are not limited to:

    • Agreements and policies Users agree to (e.g., the Terms of Use Agreement), including updates to these agreements or policies;
    • Transaction receipts or confirmations;
    • Account statements and history; and
    • information related to any other Account or transaction.

    Vineya will provide these Communications to Users by posting them on the Vineya website and/or e-mailing them to Users via the e-mail information in the User’s Account. In order to access and retain electronic Communications, Users will need the following computer hardware and software: a computer that meets the system requirements posted on the website www.govineya.com. By giving your consent you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. You may print or save a copy of these Communications for your records as they may not be accessible online at a later date. You may withdraw your consent to receive Communications electronically by writing to us at “Attn: Electronic Communications Delivery Policy, support@govineya.com. If you fail to provide or if you withdraw your consent to receive Communications electronically, Vineya reserves the right to either deny your application for an Account, restrict or deactivate your Account, or charge you additional fees for paper copies. If you request paper copies, you understand and agree that Vineya may charge you a Records Request Fee for each Communication.

    It is your responsibility to keep your primary e-mail address up to date so that Vineya can communicate with you electronically. You understand and agree that if Vineya sends you an electronic Communication but you do not receive it because your primary e-mail address on file is incorrect, out of date, blocked by your service, Vineya will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes e-mails from senders not listed in your e-mail address book, you must add Vineya to your e-mail address book so that you will be able to receive the Communications we send to you. You can update your primary e-mail address or street address at any time by logging into the Vineya website. If your e-mail address becomes invalid such that electronic Communications sent to you by Vineya are returned, Vineya may deem your Account to be inactive after seven (7) consecutive days of returns, and you will not be able to transact any activity using your User Account until we receive a valid, working primary e-mail address from you.

  23. No Restriction.

    Users represent and warrant that their performance will not violate any agreement or restriction, which would prevent or impair their ability to perform the Assignment.

  24. Indemnification.

    Users agree that Vineya shall not be obligated to them for any claims, actions, demands, liabilities (“Claims”) arising directly or indirectly out of or from the Users’ acts or omissions in connection with the access or use of Vineya, or any violation of any term of this Agreement, or breach or violation of a right of any third party or of any law, statute, ordinance or regulation. Users agree to indemnify, defend and hold harmless Vineya, its officers, directors, employees, agents, representatives and corporate affiliates from any claims that arise directly or indirectly out of the matters described in this section, including but not limited to attorney’s fees.

  25. Force Majeure.

    In the event Vineya’s delivery of its Services (including the availability of the system) is delayed, prevented or otherwise made impracticable by reason of any acts of God, floods, earthquakes, or other natural catastrophes; national emergencies, strikes, lockouts or other labor difficulties; computer “hacking” attack or computer virus; major failures of the Internet infrastructure; any law, order, regulation or other action of any governing authority; or any other cause beyond Vineya’s reasonable control, Vineya shall be excused from such delivery to the extent that its delay is prevented by such cause.

  26. Content Posted by Users on Vineya.

    1. Accurate Content.

      You are solely responsible for the User Content that you publish or display (hereinafter, “post”) on Vineya, or transmit to other Users.

    2. Moderating Content.

      You understand and agree that Vineya may, but has no obligation to, moderate, review and delete any content, comments, messages, photos or profiles (collectively, “User Content”), in each case in whole or in part, that in the sole judgment of Vineya, violates this Agreement, might be offensive or illegal, or that might violate the rights or safety of Users.

    3. License to User Content.

      By posting User Content to any public area of the Vineya website, you automatically grant, and you represent and warrant that you have the right to grant, to Vineya, its affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such information and User Content and to prepare derivative works of, or incorporate into other works, such information and User Content, and to grant and authorize sublicenses of the foregoing. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. You also hereby grant to each User a non-exclusive license to access your User Content, in each case as permitted by the functionality of the Service and this Agreement. The above license granted by you shall survive any termination or expiration of this Agreement.

    4. Representations and Warranties.

      In connection with the User Content, you affirm, represent, and/or warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to post the User Content to the Service, to authorize Vineya to use the User Content in the manner contemplated by Vineya and this Agreement, and to grant the rights and licenses set forth above, (ii) the public posting and use of your User Content by Vineya and other users and Users will not infringe or violate the rights of any third party or violate any applicable law or regulation.

    5. Limitation of Liability.

      All information included in User Content is self-reported. Vineya expressly disclaims any liability for the accuracy of any such information, or the relevance of any such information in connection with the Vineya. Users acknowledge and agree that such information is self-reported by the relevant User, may vary significantly from time to time, and depending upon the provider of such information, may or may not be a reliable predictor of a User’s abilities or performance. Vineya expressly disclaims any and all liability for a User’s posting of such information in his or her profile, or for any other User’s reliance on such self-reported User information, and Users expressly release Vineya for any liability associated with such posting and reliance.

  27. Prohibited User Content.

    The following is a partial list of the kind of User Content that is illegal or prohibited on Vineya. Vineya reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending communication and terminating the membership of such violators. It includes, but is not limited to, User Content that:

    1. is patently offensive to the online community, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
    2. harasses or advocates harassment of another person;
    3. involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing or “spamming;”
    4. promotes information that you know is false, mising or promotes illegal activities or conduct that is abusive, threatening, obscene, profane, offensive, sexually oriented, racially offensive, defamatory or libelous;
    5. promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated images, audio or video, or links to pirated images, audio or video files;
    6. contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
    7. provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under the age of 18;
    8. provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
    9. solicits passwords or personal identifying information for commercial or unlawful purposes from other users; and
    10. engages in commercial activities and/or sales such as contests, sweepstakes, barter, advertising, and pyramid schemes.
  28. Prohibited User Activities.

    Vineya reserves the right to investigate and terminate a User account if a User has misused the Service, or behaved in a way which could be regarded as inappropriate or whose conduct is unlawful or illegal. The following is a partial list, which includes but is not limited to, the type of actions that a User may not engage in with respect to Vineya:

    1. User will not use the service for any purpose that is unlawful or prohibited by this Agreement.
    2. User will not violate the terms of this Agreement, the User Contract, or the Privacy Policy.
    3. User will not impersonate any person or entity.
    4. User will not “stalk” or otherwise harass any person.
    5. User will not express or imply that any statements User makes are endorsed by Vineya without Vineya’s specific prior written consent.
    6. User will not use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents.
    7. User will not post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights.
    8. User will not remove any copyright, trademark or other proprietary rights notices contained in the Service.
    9. User will not interfere with or disrupt the Service or the site or the servers or networks connected to the Service or the site.
    10. User will not post, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
    11. User will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Vineya website.
    12. User will not “frame” or “mirror” any part of the Vineya website without Vineya ‘s prior written authorization. User also shall not use meta tags or code or other devices containing any reference to Vineya or the site in order to direct any person to any other website for any purpose.
    13. User will not modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of Vineya or any software used on or for Vineya or cause others to do so.
  29. Blocking of IP Addresses.

    In order to protect the integrity of the Service, Vineya reserves the right at any time in its sole discretion to block Users from certain IP addresses or ranges from accessing the Service.

  30. Closing Account.

    At the request of the User, Vineya will close out the User account, disabling all future use of it. However, the User understands and agrees that Vineya will not delete any information, as it is required to report such information to third parties including (but not limited to) law enforcement authorities or other federal, state, municipal, provincial, territorial or local taxing authority.

  31. Legal Assignment.

    Vineya has the right to transfer or assign this Agreement and the rights hereunder to any other person or entity without your consent. You do not have the right to assign or transfer this Agreement or any rights thereunder to any other person or entity without Vineya’s prior written consent. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the successors and permitted assigns of the parties hereto.

  32. Voluntary Agreement.

    Users affirm that they have carefully read this Agreement, understand the contents, have had an opportunity to fully discuss and review the terms and conditions with legal counsel or other advisors and freely and voluntarily agree to all of the terms and conditions of this Agreement.

  33. Notice.

    Please address all legal notices to Legal and Compliance, ATTN Faye Kuo, Communication Service for the Deaf, Inc. via e-mail at legal@govineya.com.

  34. Validity.

    Should any provision of this Agreement be declared or be determined by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.