Vincerix, Inc. Subscriber Terms of Service

Acceptance of Terms

By creating an account (“Account”) and using the services offered by Vincerix, Inc. ("Vincerix"), you (“You” or "Subscriber") agree to be bound by these Terms of Service ("Terms"), which, together with the Vincerix Website Terms of Use, govern your access to and use of the sports data analytics services provided by Vincerix ("Services"). If you do not agree to these Terms, you may not access or use the Services.

Eligibility

To use the Services, you must be at least 18 years of age and possess the legal authority to enter into these Terms. By accessing or using the Services, you represent and warrant that you meet the eligibility requirements.

Payment of Vincerix Fees

Your use of the Services requires your continued compliance with these Terms and the Vincerix Website Terms of Use, as well as your timely payment of the applicable fees which you have agreed to pay Vincerix for the Services. Vincerix’s current fees may found at this link – vincerix.com/plans

Personal Use Only

The Services are intended for personal educational use only and may not be used for any commercial purpose. The information provided by the Services is believed to be accurate, but Vincerix provides no assurance or guarantee regarding the accuracy or reliability of the information, and any such assurances and guarantees are explicitly disclaimed. You agree that Vincerix shall not be held financially liable under any circumstances for your use of the Services.

Subscribers are prohibited from reselling the Services or any information received from the use of the Services. You agree to use a secure password in connection with your use of and access to the Services and you agree to keep that password secure and to prevent its use by others to access your Vincerix Account.

Compliance with Laws and Regulations

You agree to use the Services in accordance with all applicable federal, state, and local laws and regulations. Any unauthorized or illegal use of the Services may result in termination of your account.

Subscriber Responsibilities and Indemnification

Subscribers are solely responsible for their use of the Services, including any content they submit, post, or share through the Services. In opening and maintaining your Vincerix Account, you agree to submit accurate and complete personal and payment information.

You agree to not, whether directly or indirectly: (a) copy or reproduce the Services or any data or information produced by or derived from the Services, except as permitted by these Terms; (b) allow others to log into or otherwise use your Vincerix Account; (c) remove or destroy any copyright, trademark or other proprietary marking or legends placed on or contained in the Services or on any data or information produced by or derived from the Services; (d) assign, sell, resell, sublicense, rent, lease, time-share, distribute or otherwise transfer the rights granted to you under these Terms to any third party; I modify, reverse engineer or disassemble, decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the Services or attempt to recreate the Services; (f) create, translate or otherwise develop derivative works based upon the Services or any data or information produced by or derived from the Services; (g) interfere with or disrupt the Services; (h) attempt to gain unauthorized access to the Services; or (i) use the Services in a manner that infringes on the intellectual property rights or other rights of any third party.

You agree to indemnify, defend, and hold harmless Vincerix and its affiliates, employees, agents, and contractors from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with ’your improper or illegal use of the Services or violation of these Terms, including any use that violates these Terms.

Disclaimers of Warranties

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, VINCERIX MAKES NO ADDITIONAL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED IN FACT OR BY OPERATION OF LAW, AS TO ANY MATTER WHATSOEVER. VINCERIX EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. VINCERIX DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE. TO THE MAXIMUM EXTENT PERMITED BY LAW, ALL SERVICES PROVIDED PURSUANT TO THIS AGREEMENT ARE PROVIDED “AS-IS.”

Limitations of Liabilities

VINCERIX SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR COVER DAMAGES INCURRED BY YOU OR BY ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, DAMAGES BASED ON LOSS OF PROFITS, REVENUE, DATA, SERVICE, OR USE, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO CASE SHALL VINCERIX’S AGGREGATE LIABILITY FOR DAMAGES IN CONNECTION WITH THIS AGREEMENT EXCEED $200.00. THIS LIMITATION ON LIABILITY WAS AND IS AN EXPRESS PART OF THE BARGAIN BETWEEN VINCERIX AND YOU AND WAS A CONTROLLING FACTOR IN THE SETTING OF THE FEES PAYABLE TO VINCERIX HEREUNDER. THE FOREGOING SHALL NOT LIMIT YOUR LIABILITY TO VINCERIX, INCLUDING YOUR INDEMINFICATION OBILIGATIONS, FOR IMPROPER OR ILLEGAL USE OF THE SERVICES.

Intellectual Property Rights

All content, materials, data, and other content provided by Vincerix through or within the Services, including but not limited to text, graphics, logos, and data, are the property of Vincerix or its licensors and are protected by copyright, trademark, and other intellectual property laws. Subscribers are granted a limited, non-transferable, non-exclusive license to access and use the Services for personal use only, subject to these Terms.

Termination

Vincerix reserves the right, at its sole discretion, to terminate your access to and use of the Services, with or without notice, if you violate these Terms or engage in any conduct that Vincerix deems detrimental to its business or the Services. Such termination will not relieve you of any obligations already incurred by you to pay applicable fees for the Services, and Vincerix will refund any part of your fees for Services not yet provided, unless the termination related to your violation of these Terms or the Vincerix Website Terms of Use.

Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. You agree to venue and jurisdiction in New York County, New York, for the resolution of all disputes arising from or relating to your use of the Vincerix Services.

Class Action Waiver

Any action or claim under these Terms must be brought in your individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). Vincerix and you expressly waive any ability to maintain any Class Action in any forum. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction, as provided in these Terms.

Attorneys’ Fees and Costs

If Vincerix brings an action to enforce its rights under these Terms, the substantially prevailing party shall be entitled to recover its costs and expenses incurred in doing so, including, but not limited to, mediation, arbitration, litigation, court costs, and attorneys’ fees, if any, incurred in connection with such action.

Force Majeure

Vincerix shall not be held responsible for any delay in its performance of any part of these Terms to the extent that such delay is caused by events or circumstances beyond Vincerix’s reasonable control.

Changes to the Terms

Vincerix reserves the right to modify or update these Terms at any time and Vincerix will endeavor to provide prompt notice to you. Such changes will be effective thirty (30) days after their posting on the Vincerix Website or through other means of notification to Subscribers. Such changes will take effect immediately, however, where changes are deemed necessary to comply with applicable laws or regulations or to protect the rights of third parties.  Your continued use of the Services after any such changes constitutes your acceptance of the updated Terms.

Assignment

You may not assign your rights or obligations under these Terms, but Vincerix may assign its rights and obligations under these Terms, including your Vincerix Account and all data and information related thereto, in the event of a merger, sale, or other transaction involving all or substantially all of Vincerix’s assets or capital stock.

Contact Information

If you have any questions or concerns regarding these Terms or the Services, please contact Vincerix at:

Vincerix, Inc. 450 W 17th St APT 1511 New York, NY, USA [hello@vincerix.com]

Last Updated: May 1, 2023