Terms and Conditions

1. Introduction

Welcome to Vifto!

Any references to “you” or “your” shall be interpreted as references to you as a customer, whereas any references to “us”, “we” or “our” “Company” shall be interpreted as references to Vifto.

By accepting these terms and conditions (“Terms and Conditions”, “Agreement”), you hereby acknowledge that you have fully this document and agree to be bound by these terms and conditions. Vifto’s terms and conditions are our contract with you. They include our commitment as a service provider and your obligations as a customer. Vifto may update or modify these terms and conditions from time to time in its sole discretion. All updates and modifications will be published on the website and notice of relevant material updates and modifications will be communicated to you.

If you are agreeing to these terms and conditions on behalf of your company, organisation, firm, partnership, or other corporate entity, then you agree and acknowledge that you are binding such entity to this Partner Agreement, and that you are fully authorized to do so.

Date	Version	Description
27-08-2021	Version 1.0	Creation of Document
20-09-2022	Version 2.0	Update

2. Definitions

The following words shall have the following meaning, unless the context otherwise requires:

Active Partner means a Partner that us generating business towards Vifto, at least on a yearly basis.

Cookies refer to small amount of data generated by a website and saved by your web browser. It is used to identify your browser, provide analytics, remember information about you such as your language preferences or login information. For more information read more here. https://vifto.com/cookiepolicy/

Confidential Information means any and all information of a commercial value, considered essential for you and us, such as, but not limited to technology, market and business information, financial reports, know-how, trade secrets, products, processes, business strategies, information concerning research, databases, the Client lists, prospect and Customer data, supplier lists, marketing plans, product development, manner of operation or financial condition or prospects.

Client means any client registered on the Vifto Website, to use the Vifto Services whether sourced to us by a Partner or not;

Database means any information stored about Partners and Partner’s Clients, containing any proprietary Clients’ data for the purposes of this Partner Agreement, including, but not limited, to Personal Data and contact information, and excluding all other databases, as it stands as of the date of this Partner Agreement, and as it stands until the date of termination of this Partner Agreement. Database is an asset of a financial value belonging to us and represent a substantial investment made by us.

Dispute means any dispute, action or other controversy between you and us concerning the Services or this agreement, whether in contract, warranty, tort, statue, regulation, ordinance, or any other legal or equitable basis. ‘Dispute’ will be given the broadest possible meaning allowable under law.

GDPR means the General Data Protection Regulation (EU) 2016/679.

Intellectual Property shall mean any rights in computer software (including source codes), databases, know-how, design, copyright, trademarks, logos, service marks, domain names, brands, business names and/or all other rights of whatever nature whether registered or unregistered subsisting anywhere in the world, whether now known or created in the future.

Parties means us and the Client (each a “Party”).

Partner shall refer to a Servicing Partner and/or an Introducing Partner

Partner Agreement shall refer to a separate agreement https://partner.vifto.com/partnertermsandconditions which is to be read in conjunction with these terms and conditions.

Personal Data means any information relating to any person, whether individual or legal that is or may be identified from time to time (directly or indirectly). It includes without limitation all information in relation to Partner’s Clients and/or Partners.

Services means the service provided by Vifto as described in the relative terms and on this platform.

Term means the period from the date the Client accepts these terms until termination as per the terms and conditions outlined hereunder.

Vifto Partner Privacy Policy means the privacy policy applicable to you, if you are a natural person, as data subject.

Vifto Website means website vifto.com (and its sub-domains)

3. Entire Agreement

The Agreement constitutes the entire agreement between you and us regarding your use of the service and superseded all prior and contemporaneous written or oral agreements between you and us, except the Partner Agreement which is to be read together with these terms and conditions, whereby together they form an entire agreement.

You may be subject to additional terms and conditions that apply when you use or purchase other services from us, which we will provide to you at the time of such use or purchase.

4. Use of Data and Privacy

Vifto grants you a revocable, non-exclusive, non-transferable, limited license to download, install to download, install and use our service strictly in accordance with these terms and conditions.

When you enter or upload your data into our services, we don’t own that data but you grant us a license to use, copy, transmit, store, analyze, and back up all data you submit to us through our services, including personal data of yourself and others, to: enable you to use our services; allow us to improve, develop and protect our services; create new services; communicate with you about your subscription/s; and send you any relevant information that we think may be of interest to you based on your marketing preferences.

For more information read more here. https://vifto.com/privacy-policy/

5. Prices and Payment

Unless you’re in a free trial or other offer period, you will need to pay for a subscription based on the pricing of your selected plan. The pricing details and other terms of your subscription are explained when selecting your plan.

If you register to any of our recurring payment plans, you agree to pay all fees or charges to your account for the Service in accordance with the fees, charges and billing terms in effect at the time that each fee or charge is due and payable.

Unless otherwise indicated in an order form, you must provide us with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) ("Payment Provider") as a condition to signing up for the premium plan. Your Payment Provider agreement governs your use of the designated credit card account, and you must refer to that agreement and not these Terms to determine your rights and liabilities with respect to your Payment Provider. By providing us with your credit card number and associated payment information, you agree that we are authorized to verify information immediately, and subsequently invoice your account for all fees and charges due and payable to us hereunder and that no additional notice or consent is required. You agree to immediately notify us of any change in your billing address or the credit card used for payment hereunder. We reserve the right at any time to change its prices and billing methods, either immediately upon posting on our Site or by e-mail delivery to your organization's administrator(s).

Any attorney fees, court costs, or other costs incurred in collection of delinquent undisputed amounts shall be the responsility of and paid for by you. No contract will exist between you and us for the Service until we accept your order by a confirmatory e-mail, SMS, or other appropriate means of communication. You are responsible for any third-party fees that you may incur when using the Service.

In order to continue accessing our services, you are requested to make timely payments based on the pricing plan you selected. To avoid delayed or missed payments, please make sure that your payment information is accurate and that you notify us if there are any changes. If we do not receive timely payments, we may suspend access to your subscription until the payment is made.

Depending on your region, subscription fees may be inclusive or exclusive of transactional taxes where relevant (like VAT and GST), as reflected in the pricing plan.

You are responsible for paying all other external fees and taxes associated with your use of our services wherever levied. Your responsibility includes withholding tax if it applies, unless we already process that withholding tax. We may collect geographical location information to determine your location, which may be used for tax purposes. This means location information you give us must be accurate for tax residency purposes.

Free Trial subscriptions: When you first sign up, you can opt for a free trial, based on the terms specified at the time. If you choose to continue using our services after the trial, you will then be billed when you add your billing details into our services. If you choose not to continue using our services following a trial, you may delete your organisation.

Pricing plans: Your use of our services generally requires you to pay a monthly subscription fee based on your subscription type (the subscription fee). The pricing plan consists of the subscription and subscription fees we offered you, including invoicing, payment, auto-renewal and cancellation terms. We may update or amend the pricing from time to time.

6. Restrictions

You agree not to, and you will not permit others to:

· License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the service or make the platform available to any third party.

· Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the service.

· Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of or its affiliates, partners, suppliers or the licensors of the service.

7. Links to other Websites and Third Parties

Our service may contain links to other websites that are not operated by us. If you click on a third-party link, you will be directed to that third party’s site. We strongly advise you to review the Terms and Conditions of every site you visit. We have no control over and assume no responsibility for the content, Terms & Conditions or practices of any third-party sites or services. These include important things like pricing, refund policies, and how the provider will use your data that you make available to them.

Be sure to read and make sure you agree to their terms and conditions and understand their approach before you connect to them. The descriptions of third-party products that we publish, and any associated links, have been provided to us by the providers. While we make reasonable efforts to check the accuracy of the descriptions, the providers are solely responsible for any representations contained in those descriptions.

8. Changes to these Terms and Conditions

You hereby acknowledge and agree that we may stop (permanently or temporarily) providing the Service (or any features within the Service) to you or to users generally at our sole discretion, without prior notice to you.

You hereby acknowledge and agree that if we disable access to your account, you may be prevented from accessing the Service, your account details or any files or other materials which are contained in your account.

If we decide to change our Terms and Conditions, we will post those changes on this page, and/or update the Terms and Conditions modifications date accordingly. You can keep track of changes to our terms by referring to the version and the date last updated at the top of the terms.

Any amendments, alterations, deletions, interlineations, or additions to these terms and conditions shall be effective immediately upon notice, by display on the Vifto Website and/or given by email to the email address in the account within our Platform and will be deemed to be served immediately when sent by us or by pop-up message - whichever occurs sooner (hereinafter, "Notice").

Your use of the Vifto Website shall be deemed to be an acceptance of such terms, amendments, alterations, deletions, interlineations or additions.

9. Term

The term of these terms and conditions will commence on approval of Your registration to Vifto and shall endure until terminated by you or us, without prior notice.

This Agreement will terminate immediately, without prior notice from us, in the event that you fail to comply with any provision of this Agreement, you may also terminate this Agreement by deleting the service.

Upon termination of this Agreement, you shall cease all use of the service and delete all copies of the service stored on any device.

Termination of this Agreement will not limit any of our rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.

10. Indemnification

You shall defend, indemnify, and hold us and our providers, suppliers, contractors, agents, their directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney's fees, resulting from, arising out of, or in any way connected with:

- Any breach by you of any warranty, representation, or agreement contained in this Agreement;

- The performance of your duties and obligations under this Agreement,

- Your negligence, and/or

- Any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorized use of our logo and link and any marketing material or this Agreement.

Furthermore, You will indemnify and hold Us harmless from all claims, damages, and expenses (including, and without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site (where applicable).

11. Disclaimer of Warranties

The service is provided to you “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, we, on our own behalf of affiliates and our respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice.

Without limitation to the foregoing, we provide no warranty or undertaking, and makes no representation of any kind that the service will meet your requirements, achieve any intended results, be compatible or work with any other software, websites, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither us nor any provider makes any representation or warranty of any kind, express or implied:

(i) as to the operation or availability of the service, or the information, content, and materials or products included thereon;

(ii) that the service will be uninterrupted or error-free;

(iii) as to the accuracy, reliability, or currency of any information or content provided through the service; or

(iv) that the service, its servers, the content, or e-mails sent from on behalf of us are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components. Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.

12. Limitation of Liability

Other than liability that we can’t exclude or limit by law, our liability to you in connection with our services or these terms, in contract, tort (including negligence) or otherwise, is limited as follows:

· We have no liability arising from your use of our services for any loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, loss of anticipated savings, legal, tax or accounting compliance issues, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.

· For loss or corruption of your data, our liability will be limited to taking reasonable steps to try and recover that data from our available backups.

· Our total aggregate liability to you in any circumstances is limited to the total amount you paid us for your subscription in the 12 months immediately preceding the date on which the claim giving rise to the liability arose.

Our obligations under this Agreement do not constitute personal obligations of our directors, officers, consultants, agents or shareholders.

13. Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objective of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

This Agreement, together with the Privacy Policy and any other legal notices published by us on the Services, shall constitute the entire agreement between you and us concerning the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any terms of this agreement shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

14. Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute waiver of any subsequent breach.

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power under this Agreement shall operate as a waiver of that right or power. Nor shall any single or partial exercise of any right or power under this Agreement preclude further exercise of that or any other right granted herein. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

15. Intellactual Property Rights

You shall not during the term of this Agreement nor at any time thereafter assert the invalidity, unenforceability, or contest the ownership of the Intellectual Property in any action or proceeding of whatever kind or nature and shall not take any action that may prejudice Our rights in the Intellectual Property, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.

You shall not use the Vifto logo in any way that is detrimental to us or our reputation. The Partner shall not alter or modify, in any way without our prior written consent.

All Intellectual Property Rights created and/or deriving out of this Agreement, including, without limitation, advertising material, the Platform and Personal Data, shall be or become the sole property of us, and you shall have absolutely no rights therein.

16. Dispute Resolution

Most of your concerns can be resolved quickly and to everyone’s satisfaction by contacting us on info@vifto.com.

If we are unable to resolve your complaint to your satisfaction, or if we haven not been able to resolve a dispute we have with you after attempting to do so informally, you and we agree to resolve those disputes through binding arbitration or small claims court instead of in courts of general jurisdiction.

You and we agree that any dispute must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

Notice of Dispute: In the event of a dispute, you or us must give the other a Notice of Dispute, which is a written statement that sets forth the name, address, and contract information of the party giving it, the facts giving rise to the dispute, and the relief requested. You must send any Notice of Dispute via email to: info@vifto.com. We will send any Notice of Dispute to you by mail to your address if we have it, or otherwise to your email address. You and us will attempt to resolve any dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. After sixty (60) days, you or us may commence arbitration.

17. Typographical Errors

In the event a service is listed at an incorrect price or with incorrect information due to typographical error, we shall have the right to refuse or cancel any order placed for the product service listed at the incorrect price.

We shall have the right to refuse or cancel any such order whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, we shall immediately issue a credit to your credit card account or other payment account in the amount of the charge.

18. Your Suggestions

We value your feedback!

Any feedback, comments, ideas, improvements or suggestions (collectively, “Suggestions”) provided by you to us with respect to the service shall remain the sole and exclusive property to us, and shall not be considered as confidential information. We shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to you.

Terms & Conditions

Updated at 20-09-2022