TERMS AND CONDITIONS OF VESCENT LLC 

Vescent is a U.S. company and subject to the U.S. laws and jurisdiction. The original version of these Terms of Service (and any other terms, policies, or guidelines that we provide to you) are written in English. To the extent any translated version of these Terms of Service (or any other terms, policies, or guidelines that we provide to you) conflicts with the English version, the English version controls.

THESE TERMS OF SERVICE CONTAIN LIMITATIONS OF VESCENT’S LIABILITY IN SECTION 14.

Hello and welcome to the Vescent Terms of Service. Please read this carefully before using our site, services, or products. This is a contract between you and Vescent. We’ve also included several annotations that aren’t a part of the contract itself but are intended to emphasize key sections and help you follow the text. We’ve tried to be fair and straightforward. Please feel free to contact us if you have any questions.

1. Accepting the Terms of Service

Please read these Terms of Service and our Community Guidelines (collectively, the “Agreement”) carefully before using the Vescent.co (the “Site”) and/or the other domains, websites, products, applications, mobile applications, services, and/or Content provided by Vescent (all of those collectively with the Site, the “Services”) (Vescent LLC., a Georgia corporation, collectively with its agents, representatives, consultants, employees, officers, and directors, “Vescent”, “we”, or “us”). By using or accessing the Services, you (“User/Subscriber” or “you”) agree to be bound by all the terms and conditions of this Agreement. If you don’t agree to all the terms and conditions of this Agreement, you shouldn’t, and aren’t permitted to, use the Services. Vescent’s personalized Services cannot be provided, and the terms of this Agreement cannot be performed without Vescent processing information about you and other users. Processing of the information you share with Vescent is essential to the personalized Services which we provide and which you expect, including personalized Content (as described below), and is a necessary part of our performance of the agreement we have with you.

2. Modifications to this Agreement

Vescent reserves the right to modify this Agreement by (1) posting a revised Agreement on and/or through the Services and (2) providing notice to you that this Agreement has changed, generally via email where practicable, and otherwise through the Services (such as through a notification or alert in our mobile application).

 Modifications will not apply retroactively. You are responsible for reviewing and becoming familiar with any modification to this Agreement. We may sometimes ask you to review and to explicitly agree to (or reject) a revised version of this Agreement. In such cases, modifications will be effective at the time of your agreement to the modified version of this Agreement. If you do not agree at that time, you are not permitted to use the Services.

 In cases where we do not ask for your explicit agreement to a modified version of this Agreement, but otherwise provide notice as set forth above, the modified version of this Agreement will become effective fourteen days after we have posted the modified Agreement and provided you notification of the modifications. Your use of the Services following that period constitutes your acceptance of the terms and conditions of this Agreement as modified. If you do not agree to the modifications, you are not permitted to use, and should discontinue your use of the Services. Note that, if you have prepaid for any Paid Services (as defined below) prior to a modification of this Agreement, your use of such prepaid Paid Services is governed by the version of this Agreement in effect at the time Vescent received your prepayment. As Vescent grows and improves, we might have to make changes to these Terms of Service. When we do, we’ll let you know. We’re also going to make it a practice to post old versions so it’s easy to see changes/additions/deletions.

3. Use of the Services

Service Change and Limitations:

The Services change frequently, and their form and functionality may change without prior notice to you. Vescent retains the right to create limits on and related to the use of the Services in its sole discretion at any time with or without notices. Vescent may also impose limits on certain Services or aspects of those Services or restrict your access to parts or all the Services without notice or liability. Vescent may change, suspend, or discontinue any or all the Services at any time, including the availability of any product, feature, database, or Content (as defined below). Vescent may also terminate or suspend Accounts (as defined below) at any time, in its sole discretion. Vescent is an ever-evolving platform. With new products, services, and features launching all the time, we need flexibility to make changes, impose limits, and occasionally suspend or terminate certain offerings (like features that aren’t working out). We can also terminate or suspend any account at any time. That sounds harsh, but we only use that power when we have a reason, as outlined in these Terms of Service and Privacy Policy.

Limitations on Automated Use:

You many not, without express prior written permission, do any of the following while accessing or using the Services: (a) tamper with, or use non-public areas of the Services, or the computer or delivery systems of Vescent and/or its service providers; (b) probe, scan, or test any system or network (particularly for vulnerabilities), or otherwise attempt to breach or circumvent any security or authentication measures; (c) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Vescent (and only pursuant to those terms and conditions) or unless permitted by Vescent’s robots.txt file or other robot exclusion mechanisms; (d) scrape the Services, and particularly scrape Content (as defined below) from the Services; (e) use the Services to send altered, deceptive, or false source-identifying information, including without limitation by forging TCP-IP packet headers or email headers; or (f) interfere with, or disrupt, (or attempt to do so), the access of any User, host or network, including, without limitation, by sending a virus to, spamming, or overloading the Services, or by scripted us of the Services in such a manner as to interfere with or create an undue burden on the Services.

Don’t do bad things to Vescent or other users. Some specific, heinous examples of “bad things” are listed in this section.

4. Registration, Vescent Usernames, and Security

As a condition to using certain of the Services and for us to provide them to you, you may be required to create an account (an “Account”), provide a username/nickname, your first name, your last name, an email address, a phone number, select a password, and provide your birthdate (used for age verification), which will be used to create your Vescent account.  Because Vescent offers a unique one on one experience with a Coach, we ask that you don’t create multiple accounts.

You agree to provide Vescent with accurate, complete, and updated registration information.

It’s important that if you choose to register with an email address, that the email address associated with your Vescent account is accurate and up to date. If you ever forget your password – or worse, fall victim to a malicious phishing attack – a working email address is often the only way for us to recover your account.

You are also responsible for maintaining the confidentiality of your Account password and for the security of your Account, and you will notify Vescent immediately of an actual or suspected loss, theft or unauthorized use of your Account or Account password.

5. Privacy

For information about how Vescent collects, uses, and shares your information, please review our Privacy Policy. By using the Services, you agree you have read the Privacy Policy, which describes our collection, use, and sharing (as set forth in the Privacy Policy) of such information, including the transfer of this information to the United States and/or other countries for storage, processing, and use by Vescent.

6. Content and User Content

Definitions:

For purposes of this Agreement: (1) term “Content” means a creative expression and includes, without limitation, written posts, replies, comments, information, data, text, software, scripts, executable files, and interactive features, any of which may be generated, provided, or otherwise made accessible on or through the Services; (2) the term “User Content” means Content that a User submits, transfers, or otherwise provides to the Services. Content includes, without limitation, all user Content.

When you upload your creations to Vescent, you’re giving us permission to make them available in all the ways you would expect us to (for example, via your account, the Vescent feed, etc.). We never want to do anything with your work that surprises you.

Something else worth noting: Vescent accounts may go on to spawn books, films, albums, brands, and more. Any royalties or reimbursement you get for your creations are entirely yours.

Note also that this license to your User Content continues even if you stop using the Services, primarily because of the social nature of Content shared through Vescent’s Services – when you post something publicly, others may choose to comment on it, making your Content part of the social conversation that can’t later be erased without retroactively censoring the speech of others.

One thing you should consider before posting: When you make something publicly available on the Internet, it becomes practically impossible to take down all copies of it.

You also agree that you will respect the intellectual property rights or others and represent and warrant that you have all the necessary rights to grant us this license for all User Content you transfer to us.

Content License to You:

As a User of the Services, Vescent grants you a worldwide, revocable, no-exclusive, non-sublicensable, and non-transferable license to download, store, view, display, perform, redistribute, and create derivative works of Content solely in connection with your use of, and in strict accordance with the functionality and restrictions of, the Services (including, without limitation, Paid Services, as defined below).

Compliance with Community Guidelines:

You agree that you won’t violate Vescent Community Guidelines. Vescent prohibits abusive users and inappropriate content. Vescent’s team of moderators are present on Vescent 24/7 and can remove users from Vescent if they post content that violates these Guidelines.

Termination and Deletion:

On termination of your Account, or upon your deletion of particular pieces of User Content from the Services, Vescent shall make reasonable efforts to make sure User Content inaccessible and cease use of it and, if required by the applicable Privacy Policy, delete your Account data and/or User Content unless permitted or required to keep this data in accordance with law; however, you acknowledge and agree that: (a) delete User Content may persist in caches or backups for a reasonable period of time and (b) copies of or references to the User Content may not be entirely removed. You can delete your account at any time in Vescent settings or by contacting support.

7. Use of Trademarks

Any use of Vescent trademarks, branding, logos, and other such assets in connection with the Services shall use Vescent’s approved branding and shall be in accordance with the Vescent Trademark Guidelines.

8. Warranty Disclaimer: Services Available on an “AS IS” Basis

Your access to and use of the Services or any Content is at your own risk. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, TO THE FULL EXTENT PERMITTED BY LAW, VESCENT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Vescent makes no representations or warranties of any kind with respect to the Services, including any representation or warranty that the use of the Services will (a) be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system, or data, (b) meet your requirements or expectations, (c) be free from errors or that defects will be corrected, (d) be free of viruses or other harmful components; or (e) be entirely secure or that the information you share with us will be secure. Vescent makes no representations or warranties of any kind with respect to Content; User Content is provided by and is solely the responsibility of the Users providing that Content. No advice or information, whether oral or written, obtained from Vescent or through the Services, will create any warranty not expressly made herein.

9. Time Limitation on Claims and Releases from Liability

You agree that any claim you may have arising out of or related to this Agreement or your relationship with Vescent must be filed within one year after such a claim arose; otherwise, your claim is permanently barred.

You further release, to the fullest extent permitted by law, Vescent and its employees, agents, consultants, directors, shareholders, any other person or entity that directly or indirectly controls, is under common control with, or is directly or indirectly controlled by, Vescent (the “Vescent Affiliates”) from responsibility, liability, claims, demands, and/or damages (actual or consequential) or every kind and nature, known and unknown (including but not limited to claims of negligence) arising out of or related to the following:

Disputes between Users, including those between you and other Users.

The acts of third parties generally (i.e., individuals or entities who are not Vescent or a Vescent Affiliate), including third party sites and services.

Disputes concerning any use or action taken using your Account by you or a third party.

Claims relating to the unauthorized access to any data communications relating to, or Content stored under or relating to, your Account, including but not limited to unauthorized interception, use, or alteration of such communications or your Content. For the sake of clarity, this includes all claims related to the security of your Account credentials.

Claims relating to any face-to-face meetings in any way related to Vescent at any venues, including without limitation claims related to the actions or omissions of any Users or third parties who organize, attend, or are otherwise involved in any meetings. Unless otherwise expressly disclosed in writing, Vescent does not sponsor, oversee, or in any manner control meetings.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VESCENT AND THE VESCENT AFFILIATES OR PARTNERS SHALL NOT BE LIABLE FOR: (A) ANY INDIRECT, INCIDENTAL, EXEMPLARY PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (B) LOSS OF: PROFITS, REVENUE, DATA, USE, GOODWILL OR OTHER INTANGIBLE LOSSES; (C) DAMAGES RELATING TO YOUR ACCESS TO , USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES; (D) DAMAGES RELATING TO ANY CONDUCT OR CONTENT OF ANY THIRD PARTY OR USER USING THE SERVICES, INCLUDING WITHOUT LIMITATION, DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OR CONTENT; AND/OR (E) DAMAGES IN ANY MANNER RELATING TO ANY CONTENT. THIS LIMITATION APPLIES TO ALL CLAIMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT VESCENT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND FURTHER WHERE A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF VESCENT AND THE VESCENT AFFILIATES, FOR ANY CLAIM UNDER THIS AGREEMENT, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE GREATER OR ONE HUNDRED DOLLARS (US $100.00) OR THE AMOUNT YOU PAID US TO USE THE APPLICABLE SERVICE(S).

11. Exclusions on Warranties and Limitation of Liability

Some jurisdictions may not allow the exclusion of certain warranties, or the exclusion/limitation of liability as set forth in Section 13, so the limitations above may not apply to you.

12. Termination

Either party may terminate this Agreement at any time by notifying the other party. Vescent may terminate or suspend your access to or ability to use all Services immediately, without prior notice or liability, for any reason or no reason, including but not limited to if you breach any of the terms or conditions of this Agreement. Vescent may immediately terminate or suspend Accounts that have been flagged for repeat copyright infringement.

Upon termination of your access to or ability to use a Service, including but not limited to suspension of your Account on a Service, your right to use or access that Service and any Content will immediately cease. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. Termination of your access to and use of the Services shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability that you otherwise may have to Vescent or any third party and shall not relieve you of your rights if you are a user in the European Economic Area which are described in the Privacy Policy.

 13. Choice of Law and Venue

You and Vescent agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement and the Services in accordance with this Section or as you and Vescent otherwise agree in writing. Before resorting to formal dispute resolution, we strongly encourage you to contact us to see a resolution.

Law and Forum for Legal Disputes:

This Agreement shall be governed in all respects by the laws of the State of Georgia as they apply to agreements entered and performed entirely within Georgia between Georgia residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Vescent must be resolved exclusively by a state or federal court located in Fulton County, Georgia except as otherwise agreed by the parties. You agree to submit to the personal jurisdiction of the courts located within Fulton County, Georgia, for the purpose of litigating all such claims or disputes.

If you are (a) a United States federal, state, or local government agency or body, (b) using the Services in your official capacity, and (c) legally unable to accept the clauses in this Section, then this Section doesn’t apply to you. For such entities, this Agreement and any related action will be governed by the laws of the United States of America, without regard to conflict of law provisions, and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Georgia, excluding choice of law.

14. Miscellaneous

This Agreement, as modified from time to time, constitutes the entire agreement between you and Vescent with respect to the subject matter hereof. This Agreement replaces all prior or contemporaneous understands or agreements, written or oral, regarding the subject matter hereof and constitutes the entire and exclusive agreement between the parties. The failure of either party to exercise, in any way, any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain enforceable and in full force and effect. This Agreement is not assignable, transferable, or sublicensable by you except with Vescent’s prior written consent. Vescent may assign this Agreement in whole or in part at any time without your consent. No agency, partnership, joint controllership, joint venture, or employment is created as a result of this Agreement, and you do not have any authority of any kind to bind Vescent in any respect whatsoever. Any notice to Vescent that is required or permitted by this Agreement shall be in writing and shall be deemed effective upon receipt, when delivered in person by nationally recognized overnight courier or mailed by first class, registered or certified mail, postage prepaid, to:

Vescent

6362 Cherry Tree Lane

Atlanta, GA 30328

Attn: Legal Department

15. Special Provisions for Users Located Outside of the United States

Vescent provides global products and services and enables a global community for individuals to share and follow the things they love. Vescent servers and operations are, however, located in the United States, and Vescent’s policies and procedures are based on United States law. As such, the following provisions apply specifically to Users located outside of the United States: (1) you acknowledge that we will transfer, store and process your information, including but not limited to User Content and any personal information , in the United States and/or other countries in order to provide you with the Services and perform this Agreement; and (2) if you are using the Services from a country embargoed by the United States, or are on the United States Treasury Department’s list of “specially Designated Nationals,” you agree that you will not engage in financial transactions, or conduct any commercial activities using or through the Services.

16. DCMA Copyright Policy

Vescent has adopted the following policy toward copyright infringement on the Services in accordance with the Digital Millennium Copyright Act (the “DMCA”). The address of Vescent Designated Agent for copyright takedown notices (“Designated Agent”) is listed below. You may submit a notice under the DCMA by emailing hello@Vescent.co, with the subject line DCMA COPYRIGHT NOTICE.

Reporting Instances of Copyright Infringement:

If you believe that Content residing or accessible on or through the Services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent at the address below:

Identification of the work or material being infringed. Identification of the material that is claimed to be infringing, including its location, with sufficient detail so that Vescent can find and verify its existence. Contact information for the notifying party (the “Notifying Party”), including name, address, telephone number, and email address. A statement that the Notifying Party has a good faith belief that the material is not authorized by the copyright owner, its agent or law. A statement made under penalty of perjury that the information provided in the notice is accurate and that the Notifying Party is authorized to make the complaint on behalf of the copy right owner.

A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed. Please also note that the information provided in a notice of copyright infringement may be forward to the User who posted the allegedly infringing content. After removing material pursuant to a valid DMCA notice, Vescent will immediately notify the User responsible for the allegedly infringing material that is has removed or disabled access to the material. Vescent will terminate, under appropriate circumstances, the Accounts of Users who are repeat copyright infringers, and reserves the right, in its sole discretion, to terminate any User for actual or apparent copyright infringement.

Vescent

6362 Cherry Tree Lane

Atlanta, GA 30328

Attn: Legal Department

Submitting a DMCA Counter-Notification:

If you believe you are the wrongful subject of a DMCA notification, you may file a counter-notification with Vescent by providing the following information to the Designated Agent at the address below:

The specific URLS of material that Vescent has removed or to which Vescent has disabled access. Your name, address, telephone number, and email address. A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or the federal district courts located in Fulton County, Georgia if your address is outside of the United States), and that you will accept service of process from the person who provided the original DMCA notification or an agent of such person. The following statement: “I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”