We’ve drafted these Terms of Service (which we call the “Terms”) so you’ll know the rules that govern our relationship with you. Although we have tried our best to strip the legalese from the Terms, there are places where these Terms may still read like a traditional contract. There’s a good reason for that: these Terms do indeed form a legally binding contract between you and Verto Limited. So please read them carefully.
These Terms apply to you if you live outside the United States or if you are using the Services on behalf of a business located outside the United States. If you live in the United States or are using the Services on behalf of a business located there, the . Terms of Service apply.
ARBITRATION NOTICE: IF YOU’RE USING THE SERVICES ON BEHALF OF A BUSINESS, THEN YOUR BUSINESS WILL BE BOUND BY THE ARBITRATION CLAUSE THAT APPEARS LATER IN THESE TERMS.
1. Who can use the Services
No-one under 13 is allowed to create an account or use the Services. We may offer additional Services with additional terms that may require you to be even older to use them. So please read all terms carefully.
By using the Services, you state that:
you can form a binding contract with Verto Limited;
you are not a person who is barred from receiving the Services under the laws of the United States, the United Kingdom or any other applicable jurisdiction – including, for example, that you do not appear on the US Treasury Department’s list of Specially Designated Nationals or face any other similar prohibition;
you are not a convicted sex offender;
you will comply with these Terms and all applicable local, state, national and international laws, rules and regulations.
If you are using the Services on behalf of a business or some other entity, you state that you are authorised to grant all licences set out in these Terms and to agree to these Terms on behalf of the business or entity.
2. Rights we grant you
Verto Limited grants you a personal, worldwide, royalty-free, non-assignable, non-exclusive, revocable and non-sublicensable licence to access and use the Services. This licence is for the sole purpose of letting you use and enjoy the Services’ benefits in a way that these Terms and our usage policies, such as our Community Guidelines, allow.
Any software that we provide you may automatically download and install upgrades, updates or other new features. You may be able to adjust these automatic downloads through your device’s settings.
You may not copy, modify, distribute, sell or lease any part of our Services. Nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit these restrictions or you have our written permission to do so.
3. Rights you grant us
Many of our Services let you create, upload, post, send, receive and store content. When you do that, you retain whatever ownership rights in that content you had to begin with. But you grant us a licence to use that content. How broad that licence is depends on which Services you use and the settings you have selected.
We call Local submissions that are set to be viewable by Everyone as well as content you submit to crowd-sourced Services “Public Content”. For all content you submit to the Services other than Public Content, you grant Verto Limited and their affiliates a worldwide, royalty-free, sublicensable and transferable licence to host, store, use, display, reproduce, modify, adapt, edit, publish and distribute that content for as long as you use the Services. This licence is for the limited purpose of operating, developing, providing, promoting and improving the Services and researching and developing new ones.
Because Public Content is public by nature and records matters of public interest, the licence you grant us for this content is broader. In addition to granting us the rights mentioned in the previous paragraph, you also grant us a licence to create derivative works from, promote, exhibit, broadcast, syndicate, sublicense, publicly perform and publicly display Public Content in any form and in any and all media or distribution methods (now known or later developed). To the extent it’s necessary, when you appear in, create, upload, post or send Public Content, you also grant Verto Limited and our affiliates and business partners the unrestricted, worldwide right and licence to use your name, likeness and voice. This means, among other things, that you will not be entitled to any compensation from Verto Limited or our affiliates and business partners if your name, likeness or voice is conveyed through the Services, either on the Verto application or on one of our business partners’ platforms.
We reserve the right to delete any content (i) which we think violates these Terms or our Community Guidelines, or (ii) if necessary to comply with our legal obligations. However, you alone remain responsible for the content you create, upload, post, send or store through the Services.
The Services may contain advertisements. In consideration for Verto Limited letting you access and use the Services, you agree that we, ., our affiliates and our third-party partners may place advertising on the Services, including personalised advertising based upon the information you provide us or we collect or obtain about you. Because the Services contain content that you and other users provide us, advertising may sometimes appear near, between, over or in your content.
In addition you grant us permission to analyse and extract topics discussed from messages you send in Verto forums or private chats, making them avalable on your profile and (in an anonymised fashion) display those topics to other users in your proximity.
We always love to hear from our users. But if you provide feedback or suggestions, just know that we can use them without compensating you, and without any restriction or obligation to you.
4. The content of others
Much of the content on our Services is produced by users, publishers and other third parties. Whether that content is posted publicly or sent privately, the content is the sole responsibility of the person or organisation that submitted it. Although Verto Limited reserves the right to review all content that appears on the Services and to remove any content that violates these Terms, our Community Guidelines or the law, we do not necessarily review all of it.
Through these Terms and our Community Guidelines, we make clear that we don't want the Services to be put to bad uses. But because we don't review all content, we cannot guarantee that content on the Services will always conform to our Terms or Guidelines.
6. Respecting other people’s rights
Verto Limited respects the rights of others. And so should you. You therefore may not use the Services, or enable anyone else to use the Services, in a manner that:
violates or infringes someone else’s rights of publicity, privacy, copyright, trademark or other intellectual-property right;
bullies, harasses or intimidates;
spams or solicits our users.
In short: you may not use the Services or the content on the Services in ways that are not authorised by these Terms. Nor may you help anyone else in doing so.
You must also respect .’s rights and adhere to the Brand Guidelines and any other brand guidelines published by . You may not do any of the following (or enable anyone else to do so):
use branding, logos, designs, photographs, videos or any other materials used in our Services, except as explicitly allowed by the Brand Guidelines or other brand guidelines published by .
copy, archive, download, upload, distribute, syndicate, broadcast, perform, display, make available or otherwise use any portion of the Services or the content on the Services except as set forth in these Terms;
use the Services, any tools provided by the Services or any content on the Services for any commercial purposes without our consent.
7. Respecting copyright
Verto Limited honours copyright laws, including the Digital Millennium Copyright Act. We therefore take reasonable steps to expeditiously remove from our Services any infringing material that we become aware of. And if Verto Limited becomes aware that one of its users has repeatedly infringed copyrights, we will take reasonable steps within our power to terminate the user’s account.
We try hard to keep our Services a safe place for all users, but we can’t guarantee it. That’s where you come in. By using the Services, you agree that:
You will not use the Services for any purpose that is illegal or prohibited in these Terms.
You will not use any robot, spider, crawler, scraper or other automated means or interface to access the Services or extract other users’ information.
You will not use or develop any third-party applications that interact with the Services or other users’ content or information without our written consent.
You will not use the Services in a way that could interfere with, disrupt, affect negatively or inhibit other users from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services.
You will not use or attempt to use another user’s account, username or password without their permission.
You will not solicit login credentials from another user.
You will not post content that contains pornography, graphic violence, threats, hate speech or incitements to violence.
You will not upload viruses or other malicious code or otherwise compromise the security of the Services.
You will not attempt to circumvent any content-filtering techniques we employ, or attempt to access areas or features of the Services that you are not authorised to access.
You will not probe, scan or test the vulnerability of our Services or any system or network.
You will not encourage or promote any activity that violates these Terms.
We also care about your safety while using our Services. So do not use our Services in a way that would distract you from obeying traffic or safety laws.
9. Your account
You are responsible for any activity that occurs in your Verto account, so it’s important that you keep your account secure.
By using the Services, you agree that, in addition to exercising common sense:
You will not create more than 1 account for yourself.
You will not create another account if we have already disabled your account, unless you have our written permission to do so.
You will not buy, sell, rent or lease access to your Verto account, a Verto username or a friend link without our written permission.
You will not log in or attempt to access the Services through unauthorised third-party applications or clients.
If you think that someone has gained access to your account, please contact Verto Support immediately.
10. Data charges and mobile phones
You are responsible for any mobile charges that you may incur for using our Services, including text messaging and data charges. If you’re unsure what those charges may be, you should ask your service provider before using the Services.
11. Third-party services
If you use a service, feature or functionality that is operated by a third party and made available through our Services (including Services we offer jointly with the third party), each party’s terms will govern the respective party’s relationship with you. Neither Verto Limited nor . is responsible or liable for a third party’s terms or actions taken under the third party’s terms.
12. Modifying the Services and termination
We’re relentlessly improving our Services and creating new ones all the time. This means that we may add or remove features, products or functionalities and we may also suspend or stop the Services altogether. We may take any of these actions at any time and, when we do, we will try to notify you beforehand – but this won't always be possible.
Though we hope you remain a lifelong user, you can terminate these Terms at any time and for any reason by deleting your account.
Verto Limited may also terminate these Terms with you if you fail to comply with these Terms, our Community Guidelines or the law, or for any reason outside of our control. And while we’ll try to give you advance notice, we can’t guarantee it. Our right to terminate these Terms means that we may stop providing you with any Services, or impose new or additional limits on your ability to use the Services. For example, we may deactivate your account due to prolonged inactivity, and we may reclaim your username at any time for any reason.
Regardless of who terminates these Terms, both you and Verto Limited continue to be bound by Sections 3, 6, 9, 13 -21 of the terms
You agree, to the extent permitted by law, to indemnify, defend and hold harmless Verto Limited, . and our affiliates, directors, officers, stockholders, employees, licensors, suppliers and agents from and against any complaints, charges, claims, damages, losses, costs, liabilities and expenses (including attorneys’ fees) due to, arising out of, or relating in any way to: (a) your access to or use of the Services; (b) your content; and (c) your breach of these Terms.
We try to keep the Services up and running and free of annoyances. But we cannot promise that we will always succeed.
The Services are provided “as is” and “as available” and to the extent permitted by law without warranties of any kind, either express or implied, including in particular implied warranties, conditions or other terms relating to (i) merchantability, satisfactory quality, fitness for a particular purpose, title, quiet enjoyment, non-infringement or (ii) arising from a course of dealing. In addition, while Verto Limited attempts to provide a good user experience, we do not represent or warrant that: (a) the Services will always be secure, error-free or timely; (b) the Services will always function without delays, disruption or imperfections; or (c) that any content or information you obtain through the Services will be timely or accurate.
IF THE LAW OF THE COUNTRY WHERE YOU LIVE DOES NOT ALLOW THE EXCLUSIONS OF LIABILITY PROVIDED FOR IN THIS CLAUSE, THOSE EXCLUSIONS SHALL NOT APPLY.
Verto Limited, . and their affiliates take no responsibility and assume no liability for any content that you, another user or a third party creates, uploads, posts, sends, receives or stores on or through our Services. You understand and agree that you may be exposed to content that might be offensive, illegal, misleading or otherwise inappropriate, none of which Verto Limited, . nor their affiliates will be responsible for.
Nothing in these Terms will exclude or limit any responsibility we may have to remove content if so required by the law of the country where you live.
15. Limitation of liability
Verto Limited, . and our affiliates, directors, officers, stockholders, employees, licensors, suppliers and agents will not be liable for any indirect, incidental, special, consequential, punitive or multiple damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill or other intangible losses, resulting from: (a) your use of the Services or inability to use the Services; (b) your access to or inability to access the Services; (c) the conduct or content of other users or third parties on or through the Services; or (d) unauthorised access, use or alteration of your content. In no event will Verto Limited or their affiliates’ aggregate liability for all claims relating to the Services exceed the greater of €100 EUR or the amount you paid Verto Limited in the last 12 months for any paid Services.
IF THE LAW OF THE COUNTRY WHERE YOU LIVE DOES NOT ALLOW ANY LIMITATION OF LIABILITY PROVIDED FOR IN THIS CLAUSE, THAT LIMITATION WILL NOT APPLY.
16. Dispute resolution and arbitration
If you have a concern, let’s talk. Go ahead and contact us first and we’ll do our best to resolve the issue.
Some of our Services may have additional terms that contain dispute-resolution provisions unique to that Service or your residency.
If you are using the Services on behalf of a business (rather than for your personal use), you and Verto Limited agree that to the extent permitted by law, all claims and disputes between us arising out of or relating to these Terms or the use of the Services will be finally settled under the LCIA Arbitration Rules, which are incorporated by reference into this clause. There will be one arbitrator (to be appointed by the LCIA), the arbitration will take place in London, and the arbitration will be conducted in English. If you do not wish to agree to this clause, you must not use the Services.
17. Exclusive venue
To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Verto Limited agree that all claims and disputes (whether contractual or otherwise) arising out of or relating to the Terms or the use of the Services will be litigated exclusively in the courts of England in the United Kingdom, unless this is prohibited by the laws of the country where you reside. You and Verto Limited consent to the exclusive jurisdiction of those courts.
18. Choice of law
The laws of England and Wales govern these Terms and any claims and disputes (whether contractual or otherwise) arising out of or relating to these Terms or their subject matter. The courts in some countries may not apply the laws of England and Wales to some disputes related to these Terms. If you reside in one of those countries, the laws of your home country may apply to those disputes.
If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions.
20. Additional terms for specific Services
Given the breadth of our Services, we sometimes need to craft additional terms and conditions for specific Services. Those additional terms and conditions, which will be presented to you before you access the relevant Services, then become part of your agreement with us when you accept them. If any part of those additional terms and conditions conflicts with these Terms, the additional terms and conditions will prevail.
21. Final terms
These Terms make up the entire agreement between you and Verto Limited and supersede any prior agreements.
These Terms do not create or confer any third-party beneficiary rights.
If we do not enforce a provision in these Terms, it will not be considered a waiver.
We reserve all rights not expressly granted to you.
You may not transfer any of your rights or obligations under these Terms without our consent.