VICU Terms of Use

Revision Date: July 7, 2019

 1. Acceptance of Terms of Use

These terms of use are entered into by and between You and VICU (“Company”, “we” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use” or “Agreement”), govern your access to and use of www.getvicu.com, including any content, functionality, and services offered on or through www.getvicu.com (the “Site”), whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Site. By accessing, browsing, subscribing to, and using the Site or by using associated content, such as any forum, or any customizations made to the services provided or offered by Company via the Site (collectively, the “Services”), you acknowledge that you have read, have understood, and you accept and agree to be bound by this Agreement, to abide by these Terms of Use, and to comply with all applicable laws and regulations. If you do not agree to these terms, you must not access or use the Site or any of the Services.

You acknowledge that the Services may be made by (i) certain of the Company’s subsidiaries and affiliates; and/or (ii) independent third-party providers.

The material provided through our Site and the Services is protected by law, including, but not limited to, United States copyright law and international treaties. The Site and the Services are controlled and operated by Company from its offices within the United States.  Company makes no representation that materials on the Site and in the Services are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is prohibited. Those who choose to access the Site and the Services from other locations do so on their own initiative and are responsible for compliance with all applicable local laws.

2. Changes to the Terms of Use

Information provided on the Site and via the Services may be changed or updated without notice. Company may also make improvements and/or changes in the Services described in this information at any time without notice. Your continued use of the Site following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

 

3. Account Setup

3.1. Eligibility. To be eligible to use the VICU Services, you must be at least 18 years old, and reside in Costa Rica.

3.2. Registration of VICU Account. You must register for a VICU account to use the VICU Services (a "VICU Account"). By using a VICU Account you agree and represent that you will use VICU only for yourself, and not on behalf of any third party, unless you have obtained prior approval from VICU. You are fully responsible for all activity that occurs under your VICU Account. We may, in our sole discretion, refuse to open a VICU Account, or limit the number of VICU Accounts that you may hold or suspend or terminate any VICU Account or the trading of specific Digital Currency in your account.

3.3. Identity Verification. During registration for your VICU Account, you agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crimes and permit us to keep a record of such information. You will need to complete certain verification procedures before you are permitted to use the VICU Services. Your access to one or more VICU Services and the limits that apply to your use of the VICU Services, may be altered as a result of information collected about you on an ongoing basis. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, a government identification, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) and in some cases (where permitted by law), special categories of personal data, such as your biometric information. In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep us updated if any of the information you provide changes. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. This is an identity check only and should have no adverse effect on your credit rating. Further, you authorize your wireless operator to use your mobile number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber status details, if available, solely to allow verification of your identity and to compare information you have provided to VICU with your wireless operator account profile information for the duration of the business relationship. See our Privacy Policy for how we treat your data.

3.4. Access. To access the VICU Services, you must have the necessary equipment (such as a smartphone or laptop) and the associated telecommunication service subscriptions to access the Internet. The VICU Services can be accessed directly using the VICU Site. Access to VICU Services may become degraded or unavailable during times of significant volatility or volume. This could result in the inability to buy/sell/send/request for periods of time and may also lead to support response time delays. Although we strive to provide you with excellent service, we do not represent that the VICU Site or other VICU Services will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open. VICU shall not be liable for any losses resulting from or arising out of transaction delays.

4. Wallet and Custodial Services

4.1. Wallet Services. As part of your VICU Account, VICU will provide qualifying users access to: (a) a hosted Digital Currency wallet(s) for holding Digital Currencies (“Digital Currency Wallet”)

4.2. Hosted Digital Currency Wallet. Your Digital Currency Wallet allows you to store, track, transfer, and manage your balances of Digital Currency. As used throughout, "Digital Currency" means only those particular digital currencies listed as available to trade or custody in your VICU Account (also referred to as “Supported Digital Currency”). Services and supported assets may vary by jurisdiction. We securely store Digital Currency private keys, which are used to process transactions, in a combination of online and offline storage. As a result of our security protocols, it may be necessary for us to retrieve private keys or related information from offline storage in order to facilitate a Digital Currency Transfers in accordance with your instructions, and you acknowledge that this may delay the initiation or crediting of such Digital Currency Transfers.

4.3. Supported Digital Currencies. Your VICU Account is intended solely for proper use of Supported Digital Currencies as designated on the Site. Under no circumstances should you attempt to use your Digital Currency Wallet to store, send, request, or receive digital currencies we do not support. VICU assumes no responsibility in connection with any attempt to use your Digital Currency Wallet with digital currencies that we do not support.

4.4. Supplemental Protocols Excluded. Unless specifically announced on the VICU Site or other official public statement of VICU, Supported Digital Currencies excludes all other protocols and/or functionality which supplement or interact with the Supported Digital Currency. This exclusion includes but is not limited to: metacoins, colored coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins or other functionality, such as staking, protocol governance, and/or any smart contract functionality, which may supplement or interact with a Digital Currency we support. Do not use your VICU Account to attempt to receive, request, send, store, or engage in any other type of transaction or functionality involving any such protocol as VICU is not configured to detect, secure, or process these transactions and functionality. Any attempted transactions in such items will result in loss of the item. You acknowledge and agree that supplemental protocols are excluded from Supported Digital Currency and that VICU has no liability for any losses related to supplemental protocols.

4.5. Digital Currency Custody and Title. All Digital Currencies held in your Digital Currency Wallet are custodial assets held by VICU for your benefit.

4.5.1 Ownership. Title to Digital Currency shall at all times remain with will only transfer to VICU master wallet when you decide to sell. As the owner of Digital Currency in your Digital Wallet, you shall bear all risk of loss of such Digital Currency. VICU shall have no liability for Digital Currency fluctuations. None of the Digital Currencies in your Digital Currency Wallet are the property of, or shall or may be loaned to, VICU; VICU does not represent or treat assets in User’s Digital Currency Wallets as belonging to VICU. VICU may not grant a security interest in the Digital Currency held in your Digital Currency Wallet. Except as required by a facially valid court order, or except as provided herein, VICU will not sell, transfer, loan, hypothecate, or otherwise alienate Digital Currency in your Digital Currency Wallet unless instructed by you.

4.5.2 Control. You control the Digital Currencies held in your Digital Currency Wallet. At any time, subject to outages, downtime, and other applicable policies, you may withdraw your Digital Currency by withdrawing to your bank account. As long as you continue to custody your Digital Currencies with VICU, VICU shall retain control over electronic private keys associated with blockchain addresses operated by VICU, including the blockchain addresses that hold your Digital Currency.

4.5.3 Acknowledgement of Risk. You acknowledge that Digital Currency is not subject to protections or insurance provided by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.

4.5.4 Digital Currencies Not Segregated. To have a more securely custody assets, VICU may use private blockchain controlled by VICU, to hold Digital Currencies held on behalf of customers and/or held on behalf of VICU. Although we maintain separate ledgers for Client and VICU accounts, VICU shall have no obligation to segregate by blockchain address Digital Currencies owned by you from Digital Currencies owned by other customers or by VICU.

 

5. Payment Services, Purchase & Sale Transactions

5.1. Loading your VICU Wallet. You can load funds into your VICU Wallet using credit/debit card or from a valid bank account via ACH transfer or wire transfer. Your balance is in a pending state and will not be credited to your VICU Wallet until after the bank transfer has cleared, usually with 5 business days. We may debit your linked bank account or credit card as soon as you initiate payment. The name on your linked credit/debit cards, bank account and your wire transfer must match the name verified on your VICU Account.

5.2. Purchase or Sale of Digital Currency. When you purchase (buy) Digital Currency from VICU, this transaction is intended to effect a sale of Digital Currency. You can purchase (buy) Digital Currency using: (a) a valid bank account in the name that matches the name on your VICU Account, or (d) a debit or credit card that matches the name on your VICU Account (each a "Valid Payment Method"). Your purchase must follow the relevant instructions on the VICU Site. VICU reserves the right to cancel any transaction not confirmed by you within five (5) seconds after VICU quotes a transaction price. A purchase of Digital Currency using a Valid Payment Method generally will initiate on the business day we receive your instructions. Purchased Digital Currency will be deposited in your Digital Currency Wallet as soon as funds have settled to VICU, which in the case of a bank account or credit or debit card may take up to five business days. You can sell Digital Currency and instruct VICU to deposit funds into your valid bank account, where supported, a Digital Currency Wallet. Digital Currency purchases and sales are collectively referred to herein as “Digital Currency Transactions”. If VICU cannot complete your Digital Currency Transaction for any reason (such as price movement, failure of financial entity to respond, or an order exceeding the maximum order size), VICU will reject the order and notify you of such rejection. You will not be charged for a rejected transaction.

5.3. Fees. In general, VICU makes money when you sell digital currency on our Site. A full list of VICU fees for your VICU Account can be found on our Pricing and Fees Disclosures page. By using VICU Services you agree to pay all applicable fees. VICU reserves the right to adjust its pricing and fees and any applicable waivers at any time. We will always notify you of the pricing and fees which apply to your transaction when you authorize the transaction and in each receipt,  we issue to you. We may charge network fees (miner fees) to process a Digital Currency Transaction on your behalf. We will calculate the network fee in our discretion, although we will always notify you of the network fee at or before the time you authorize the Digital Currency Transaction. Bank fees charged to VICU are netted out of transfers to or from VICU. You are responsible for paying any additional fees charged by your financial service provider. We will not process a transfer if associated bank fees exceed the value of the transfer. You may be required to deposit additional USD to cover bank fees if you desire to complete such a transfer.

5.4. Unauthorized and Incorrect Transactions. When a Digital Currency or USD transaction occurs using your credentials, we will assume that you authorized such transaction, unless you notify us otherwise. If you believe you did not authorize a particular transaction or that a transaction was incorrectly carried out, you must contact us as soon as possible either by email free of charge at supportt@getvicu.com. It is important that you regularly check your Digital Currency Wallet balances and your transaction history regularly to ensure you notify us as soon as possible of any unauthorized or incorrect transactions to. We are not responsible for any claim for unauthorized or incorrect transactions unless you have notified us in accordance with this section.

5.5. Reversals & Cancellations. You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful, if your payment method has insufficient funds, or if you reverse a payment made from funds in your bank account, you authorize VICU, in its sole discretion, either to cancel the transaction or to debit your other payment methods, in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, non-sufficient funds (NSF), or similar fees charged by your payment provider. We reserve the right to refuse to process, or to cancel or reverse, any Digital Currency Transaction or Transfers in our sole discretion, even after funds have been debited from your account(s), if we suspect the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime; in response to a subpoena, court order, or other government order; if we reasonably suspect that the transaction is erroneous; or if VICU suspects the transaction relates to Prohibited Use or a Prohibited Business as set forth below. In such instances, VICU will reverse the transaction and we are under no obligation to allow you to reinstate a purchase or sale order at the same price or on the same terms as the cancelled transaction.

5.6. Payment Services Partners. VICU may use a third-party payment processor to process any US Dollar payment between you and VICU, including but not limited to payments in relation to your use of the Digital Currency Transactions or deposits or withdrawals.

6. Digital Currency Transfers

6.1. In General. If you have sufficiently verified your identity, your Digital Currency Wallet enables you to send Digital Currency to, and request, receive, and store Digital Currency from other VICU users by giving instructions through the VICU Site. Your transfer of Digital Currencies between your other digital currency wallets is a “Digital Currency Transfer”.

6.2. Pending Transactions. Once a Digital Currency Transfer is submitted to a Digital Currency network, the transaction will be unconfirmed and remain in a pending state for a period of time sufficient to confirmation of the transaction by the Digital Currency network. A Digital Currency Transfer is not complete while it is in a pending state. Pending Digital Currency Transfers that are initiated from a VICU Account will reflect a pending transaction status and are not available to you for use on the VICU platform or otherwise while the transaction is pending.

6.4. Outbound Digital Currency Transfers. When you send Digital Currency from your VICU Account to another user  wallet (“Outbound Transfers”), such transfers are executed at your instruction by VICU. You should verify all transaction information prior to submitting instructions to us. VICU shall bear no liability or responsibility in the event you enter an incorrect destination address or user ID (e-mail, phone number, etc). We do not guarantee the identity or value received by a recipient of an Outbound Transfer. Digital Currency Transfers cannot be reversed once they have been broadcast to the relevant Digital Currency wallet of the recipient, although they may be in a pending state, and designated accordingly, while the transaction is processed by network operators. We may refuse to process or cancel any pending Outbound Digital Currency Transfers as required by law or any court or other authority to which VICU is subject in any jurisdiction. Additionally, we may require you to wait some amount of time after completion of a transaction before permitting you to use further VICU Services and/or before permitting you to engage in transactions beyond certain volume limits.

6.5. Transfers to a Recipient Email Address. VICU allows you to initiate a Digital Currency Transfer to a VICU customer by designating that customer’s email address. If you initiate a Digital Currency Transfer to an email address, and the recipient does not have an existing VICU Account, we will invite the recipient to open a VICU Account. If the recipient does not open a VICU Account within 30 days, we will return the relevant Digital Currency to your Digital Currency Wallet.

6.6. Third Party Merchants. We have no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase from a third party using VICU digital currency. If you experience a problem with any goods or services purchased from, or sold to, a third party using Digital Currency transferred using the VICU Digital Currency Services, or if you have a dispute with such third party, you should resolve the dispute directly with that third party. If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify VICU Support at support@getvicu.com  that we may consider what action to take, if any.

6.7. Debts. In the event that there are outstanding amounts owed to us hereunder, including in your VICU Account, VICU reserves the right to debit your VICU Account accordingly and/or to withhold amounts from funds you may transfer to VICU.

7. Accessing the Site, Registration, Accounts, and Passwords

We reserve the right to withdraw or amend the Site, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users.

You are responsible for making all arrangements necessary for you to have access to the Site and ensuring that all persons who access the Site through your internet connection are aware of these Terms of Use and comply with them.

To access the Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all the information you provide on the Site is correct, current, and complete. We may terminate your access to our Site and to the Services if we learn that you have provided us with false or misleading registration data.  You agree that all information you provide to register with this Site or otherwise, including but not limited to through the use of any interactive features on the Site, is governed by our Privacy Statement at www.getvicu.com/privacy/, and you consent to all actions we take with respect to your information consistent with our Privacy Statement

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your user name, password, or other security information. You are solely responsible for maintaining the confidentiality of your password and account, and you are solely responsible for all use of your password or account, whether authorized by you or not.  Company cannot and will not be liable for any loss or damage arising from your failure to comply with the terms of this Agreement. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

If you have opted in to receive special offers from Company via email, or otherwise, you can unsubscribe via the links provided in the email at any time or by contacting us at contact@getvicu.com. By opting in to receive special offers from us, you consent to receiving, from time to time, text messages or emails which may include alerts, promotions, offers, polls, and giveaways.

8. Use Restrictions and Intellectual Property

The Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof (“Company Content”) is owned by the Company, its licensors, or other providers of such material (collectively, and individually, “Company Content Providers”) and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You agree not to modify, copy, distribute, transmit, share, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any Company Content obtained from or through Company without Company’s permission.

You will not upload, post or otherwise make available on the Site or via the Services, any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. You will indemnify Company and its officers, directors, employees, and agents for any claims by third parties of infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission of material by you.

The Company name and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Site are the trademarks of their respective owners.

9. Availability

Information that Company publishes on the Site may contain references or cross references to products, programs and services that are not announced or available in your country. Such references do not imply that Company intends to announce such products, programs or services in your country. Consult Company for information regarding the products, programs and services which may be available to you.

10. Disclaimer of warranties

THE INFORMATION PRESENTED ON OR THROUGH THE SITE IS MADE AVAILABLE SOLELY FOR GENERAL INFORMATION PURPOSES. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THIS INFORMATION. ANY RELIANCE YOU PLACE ON SUCH INFORMATION IS STRICTLY AT YOUR OWN RISK. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH MATERIALS BY YOU OR ANY OTHER VISITOR TO THE SITE, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS.  INFORMATION ON THE SITE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS.  ALL INFORMATION IS PROVIDED BY COMPANY ON AN “AS IS” BASIS ONLY.  COMPANY PROVIDES NO REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. USE OF THE SERVICES IS SOLELY AT YOUR RISK.  COMPANY MAKES NO WARRANTY THAT (i) THE SITE WILL MEET YOUR REQUIREMENTS; (ii) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE; AND (iv) THE QUALITY OF ANY PRODUCTS, INFORMATION, OR OTHER SERVICES PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS.

YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SITE, RELATED SERVICES, OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW.  COMPANY IS NOT RESPONSIBLE FOR ANY INFORMATION NOT PROVIDED ON THE SITE.  COMPANY DOES NOT GUARANTEE, IMPLICITLY OR EXPLICITLY, ANY RESULTS.  ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE AND USE.

This Site may include content or offerings provided by third parties or through third party links, including materials provided by other users, bloggers, third party service providers, third party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials or services provided by any third parties. We expressly disclaim any representations regarding the content or accuracy of materials or the privacy practices related to such third parties.

You must independently evaluate any information, products, or services found on the Site or available through the third-party links, and individually assess, based on your own due diligence, how to use or apply any information, products, or services.

11. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUES, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:  (i) THE USE OR THE INABILITY TO USE THE SITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICE PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES.  YOU ALSO AGREE THAT COMPANY WILL NOT BE LIABLE FOR ANY INTERRUPTION OF BUSINESS, ACCESS DELAYS, OR ACCESS INTERRUPTIONS TO THE SITE OR SERVICES, DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION, AND EVENTS BEYOND COMPANY’S REASONABLE CONTROL.

IN NO EVENT SHALL COMPANY BE FINANCIALLY LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES.  BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.

12. Transmissions, User Contributions and Content Standards

Any material, information, or idea you transmit to or post on the Site or through the Services by any means will be treated as non-confidential and non-proprietary, and may be disseminated or used by Company or its affiliates for any purpose whatsoever, including, but not limited to, developing and marketing its services. Notwithstanding the foregoing, all personal data provided to Company will be handled in accordance with Company’s Privacy Statement, available at www.getvicu.com/privacy/. You are prohibited from posting or transmitting to or from the Site any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or any other material that could give rise to any civil or criminal liability under the law.

The Site may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Site.]

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Site, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose. By posting any materials or other information on or through the Interactive Services, you grant Company a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display such materials or other information alone or as part of other works in any form, media, or technology whether now known or hereafter developed without territorial or time limitations, and to sublicense such rights.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Site.

We have the right to:

  • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public, or could create liability for the Company.

  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site.

  • Terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation of these Terms of Use.

We have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

13. Prohibited Uses

You may use the Site only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Site:

  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

  • To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.

  • To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).

  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm the Company or users of the Site or expose them to liability.

In connection with your use of the VICU Services, and your interactions with other users, and third parties you agree and represent you will not engage in any Prohibited Business or Prohibited Use defined herein. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your VICU Account(s) and/or block transactions or freeze funds immediately and without notice if we determine, in our sole discretion, that your Account is associated with a Prohibited Use and/or a Prohibited Business.

 

14. Transaction Limits.

The use of all VICU Services is subject to a limit on the amount of volume, stated in U.S. Dollar terms, you may transact or transfer in a given period (e.g., daily). To view your limits, login to your VICU Account(s) and visit https://www.getvicu.com/verification. Your transaction limits may vary depending on your payment method, verification steps you have completed, and other factors. VICU reserves the right to change applicable limits as we deem necessary in our sole discretion. If you wish to raise your limits beyond the posted amounts, you may submit a request at https://support.getvicu.com. We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with VICU staff (such process, "Enhanced Due Diligence"). VICU reserves the right to charge you costs and fees associated with Enhanced Due Diligence, provided that we notify you in advance of any such charges accruing. In our sole discretion, we may refuse to raise your limits, or we may lower your limits at a subsequent time even if you have completed Enhanced Due Diligence.

 

15. User Communications

You agree that Company may contact you by telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with an Company account, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any property, goods or services. You also understand that you may opt out of receiving text messages from Company at any time, either by texting the word “STOP” using the mobile device that is receiving the messages, or by contacting contact@getvicu.com. If you do not choose to opt out, Company may contact you as outlined in its Privacy Statement, located at www.getvicu.com/privacy/.

Company may, in its sole discretion, create referral and/or promotional codes («Promo Codes«) that may be redeemed for discounts on future Services and/or a Third Party Provider’s services, or other features or benefits related to the Services and/or a Third Party Provider’s services, subject to any additional terms that Company establishes. You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Company; (iii) may be disabled by Company at any time for any reason without liability to Company; (iv) may only be used pursuant to the specific terms that Company establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Company reserves the right to withhold or deduct credits or other features or benefits obtained through the use of the referral system or Promo Codes by you or any other user in the event that Company determines or believes that the use of the referral system or use or redemption of the Promo Code was in error, fraudulent, illegal, or otherwise in violation of Company’s Terms of Use.

 

16. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Site, including, but not limited to, your User Contributions, any use of the Site’s content, services, and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Site.

17. Death of Account Holder.

For security reasons, if we receive legal documentation confirming your death or other information leading us to believe you have died, we will freeze your VICU Account and during this time, no transactions may be completed until:(i) your designated fiduciary has opened a new VICU Account, as further described below, and the entirety of your VICU Account has been transferred to such new account, or (ii) we have received proof in a form satisfactory to us that you have not died. If we have reason to believe you may have died but we do not have proof of your death in a form satisfactory to us, you authorize us to make inquiries, whether directly or through third parties, that we consider necessary to ascertain whether you have died. Upon receipt by us of proof satisfactory to us that you have died, the fiduciary you have designated in a valid Will or similar testamentary document will be required to open a new VICU Account. If you have not designated a fiduciary, then we reserve the right to (i) treat as your fiduciary any person entitled to inherit your VICU Account, as determined by us upon receipt and review of the documentation we, in our sole and absolute discretion, deem necessary or appropriate, including (but not limited to) a Will, a living trust or a Small Estate Affidavit, or (ii) require an order designating a fiduciary from a court having competent jurisdiction over your estate. In the event we determine, in our sole and absolute discretion, that there is uncertainty regarding the validity of the fiduciary designation, we reserve the right to require an order resolving such issue from a court of competent jurisdiction before taking any action relating to your VICU Account. Pursuant to the above, the opening of a new VICU Account by a designated fiduciary is mandatory following the death of a VICU Account owner, and you hereby agree that your fiduciary will be required to open a new VICU Account and provide the information required under Section 2 of this Agreement in order to gain access to the contents of your VICU Account.

 

18. Taxes. 

It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the VICU Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through your VICU Account(s).

 

19. Governing law and dispute resolution

This Agreement and performance hereunder shall be exclusively governed by, and construed in accordance with, the laws of the state of Arizona (without giving effect to its conflict of laws principles).  The parties agree to submit any claim, dispute, or disagreement to mediation before a mutually-agreeable mediator prior any other form of dispute resolution.  All mediation or any other form of dispute resolution shall exclusively take place in Dover, Delaware and the parties irrevocably waive any objection to such venue.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

 

20. Waiver and Severability

No waiver of by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

 

21. Digital Millennium Copyright Act (“DMCA”) Notice.

If you believe that any User Contributions violate your copyright, please send us a notice of copyright infringement to the address below. It is the policy of the Company to terminate the user accounts of repeat infringers. In the event materials are made available to this Site by third parties not within our control, we are under no obligation to, and do not, scan such content for the inclusion of illegal or impermissible content. However, we respect the copyright interests of others. It is our policy not to permit materials known by us to infringe another party’s copyright to remain on the Site.  If you believe any materials on the Site infringe a copyright, you should provide us with written notice that at a minimum contains:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

  2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

  3. 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;

  4. Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

  5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

  6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

It is our policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others.