TERMS OF SERVICE
VILLARI TERMS OF SERVICE
Effective date: April 21, 2026
These Terms of Service (these “Terms”) govern access to and use of all services, software, and features made available by Villari Inc., a Delaware corporation (“Villari,” “we,” “our,” or “us”).
By clicking “I Agree”, or by otherwise accessing or using the Services, you agree to be bound by these Terms on your own behalf and, if applicable, on behalf of a family member or other person for whom you create, access, or manage an account.
Each Supervised User and Supervisor (“you” or “your”) (each as defined herein) acknowledges and agrees that: (a) you are subscribing to the Services; (b) you accept these Terms and provide the representations, warranties, consents, and authorizations set forth herein on behalf of yourself and any Supervised User, as applicable; and (c) the Device(s) associated with a Supervised User may be monitored or restricted, including with respect to internet activity and the downloading of content. Each User’s access to and use of the www.villaritogether.com website (the “Site”), Services, Content, API, and Villari application (collectively, the “Products”) are governed by these Terms and the Privacy Policy. BY ACCESSING, INSTALLING, DOWNLOADING, OR OTHERWISE USING ANY PRODUCT, YOU CONFIRM YOUR ACCEPTANCE OF THESE TERMS ON BEHALF OF YOURSELF AND ANY SUPERVISED USER, AS APPLICABLE.
Definitions. For purposes of these Terms, the following expressions shall be defined as set forth below:
“Account” or “Accounts” refers collectively to all accounts created, maintained, or managed by a User, including those established for a Supervised User.
“Account Data” means electronic data and information submitted by or for Supervisor and/or Supervised User to Villari or collected and processed by Villari for Supervisor and Supervised User(s) as a result of Supervisor’s and Supervised User(s)’ use of the Services, excluding Usage Data. Account Data may include Personal Data.
“Administrative User” means a third party who has been given permission by Supervisor and/or Supervised User to access and administer the Supervised Account(s).
“API” or “APIs” mean the Application Protocol Interface(s) installed on any Device or within any form of the Software, in its current or in its future form, that allows Villari servers to communicate with, post information to, and display information from one another.
“App” means the application that allows you to configure your Devices, create user profiles, monitor network activity, interact with Devices, enable the functionality of the Services on a User Device, and includes, without limitation, all future applications and future forms of the current application created by Villari.
“Content” means the content of the Services, including, without limitation, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, Usage Data and any other Villari content.
“Device(s)” means any and all User Device(s).
“Feedback” means feedback, comments, ideas and suggestions for improvements, enhancements and modifications to the Products and Services provided by you.
“Personal Data” means any information that can be used to identify a Supervisor, Supervised User or another individual and may include name, address, email address, phone number, login information (account number and password), or payment card number.
“Services” refers, collectively, to the services made available by Villari, including, but not limited to, the features and functionality provided by Villari accessible by Supervisors through a browser interface, via a downloadable application (including the App), that provides Supervisors with a means of monitoring and controlling the internet activity of Supervised Users and/or downloading content to Supervised Users’ devices through the use of the App.
“Service Providers” refers collectively to Villari’s affiliates and service providers who provide services to Villari in connection with its marketing, sale or provision of the Services, as well as any other third-party that is authorized by Villari to distribute Products and/or Services on a stand-alone basis.
“Software” means the software through which the Services are delivered, including, without limitation, the software installed on a Device, any services or administration interface, any application, firmware, in each case in its current or in its future form (including, without limitation, the App), which enable Supervisor to interact with the API from an application dashboard, whether web-based or reduced to an application on a mobile device, or allow Villari to collect and/or analyze Account Data, in each case in connection with Supervisor’s and each Supervised User’s use of the Products.
“Supervised Account” shall mean a unique collection of data containing the details of the account, such as Supervised User’s name, email, phone number, passwords, configurations, histories, and other unique data utilized by any instance of the Software, including, without limitation, to access and use the Products.
“Supervisor” means you, the individual accepting these Terms in your personal capacity as well as on behalf of each Supervised User, who authorizes you to manage and control the Supervised Account(s).
“Supervised User” means a family member or other person whose Device(s) are monitored and/or managed through Supervisor’s and/or another Supervised User’s use of the Products.
“Submissions” means user behavior data, which may include, but is not limited to, Supervisor and/or Supervised User profile information; search strings and other content created and accessed using the Services; information about the type of device accessing the Services; and feedback, recommendations, feature requests, bug reports, and other communications.
“Support Services” means services provided by Villari to support Supervisor’s and Supervised User’s use of the Services, the Software, Content, the API, and/or the App.
“Third Party Hardware” means all routers, devices and other hardware products manufactured and sold by a party other than Villari, which may or may not incorporate Villari technology or Software.
“Updates” means updates, upgrades, modifications, deletions, and/or new features, functionality, tools or content.
“Usage Data” means all information and data that the Services generates in connection with Supervisor’s and any Supervised User’s use thereof, including, but not limited to, network policy, log and configuration information, threat intelligence data, URLs, metadata or net flow data.
“User(s)” refers, collectively, to Supervised User(s) and Administrative User(s).
“User Device” means internet-enabled devices that are not provided by Villari, such as mobile phones, wearables, tablets, watches, computers, routers, firewalls and other products and associated software with which the Products were designed to be used, including any such Product developed in the future.
Account Registration; Subscription, Auto-Renewal, Cancellation and Refund Policy.
Registration. In order to subscribe to the Services a User must be 18 years of age or older. When you create an Account, you will need to set up a username (your email) and a password, and it is your sole responsibility to keep them secure. You are also responsible for keeping your contact information accurate and up to date. You are solely responsible for anything that happens through your use of an Account using your login credentials, even if you did not authorize such actions. By creating an Account, you confirm that all the information you provide is current, accurate, and complete, and you agree to update it as needed. If your login details are compromised or your Account is used without your permission, you must notify Villari immediately by email to info@villaritogether.com. Villari is not responsible for any losses or damages resulting from your failure to follow these requirements. You will be solely responsible for any losses suffered by Villari or others due to unauthorized use of your Account(s).
Subscription Only. You can choose either a monthly or yearly subscription for a Supervised User(s). If you select a monthly plan, your chosen payment method (such as a credit card, debit card, or other online payment system) will be charged each month. If you select a yearly plan, it will be charged once per year. If multiple Supervised User(s) are managed under the same Supervisor, only one subscription fee applies for all User(s) based upon the membership plan you have selected. Current pricing and service details are available on our website. Subscriptions renew automatically with monthly plans renewing at the end of each monthly term and yearly plans renewing at the end of each yearly term, unless you cancel the subscription on behalf of the User(s). Each billing cycle starts on the date you first subscribe and renews on that same date going forward. You can cancel your subscription at any time through the “Dashboard” page on the App or our Site. Once canceled, Services for all User(s) will end immediately on the cancellation date. Even after your subscription ends, certain terms will still apply, including those related to intellectual property, disclaimers, confidentiality, liability limits, and other general provisions. Please note that no refunds are provided.
Privacy. In connection with a User(s)’ use of the Services, such User(s) hereby consent to Villari’s collection and processing of information in accordance with its Privacy Policy, located at https://www.villaritogether.com/privacy, or such other URL as may be provided by Villari from time to time (the “Privacy Policy”).
Payment; Taxes; Suspension or Termination; Third Parties.
Payment. At the time of registration of your first Account, you authorize Villari to charge your chosen payment method with the amount of the applicable subscription fee for your Services on a monthly basis (or annual basis, as determined by the payment plan selected) until the subscription is cancelled in respect of all Accounts. The fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. We may invoice you for Taxes required to be withheld and you agree to pay that amount unless you provide us with a valid tax exemption certificate authorized by the applicable taxing authority.
Suspension or Termination. We may suspend or terminate your access to the Services in the event of non-payment of the applicable Services fees by you. We may, in our discretion, without liability to you and without limiting other remedies, with or without prior notice and at any time, decide to limit, suspend, deactivate or cancel the Services and take technical and legal steps to prevent any User(s) from using the Services at any time if we reasonably believe that you and/or User(s) have breached these Terms. If we have suspended the Services due to your and/or User’s actual or suspected breach of these Terms, such suspension will continue until the suspected breach is cured or otherwise resolved to Villari’s sole and reasonable satisfaction. If an Account is deactivated or cancelled, we will have the right, but not the obligation, to delete any User’s information.
Third-Party Charges. You are responsible for any fees charged by third parties when accessing or using the Services. This includes costs from your internet provider, mobile data charges, SMS or messaging fees, or any other mobile-related charges that may be billed to you or your User(s). You and your User(s) agree that Villari is not responsible for any of these third-party charges.
Changes to these Terms. We may update these Terms from time to time, so you should review them periodically. The current Terms replace any previous notices or versions related to your use of the Services. Villari recommends checking the Site regularly to stay informed of any changes. If we make significant changes, we will post the updated Terms along with a new effective date on the Site and may also notify you through a notice or link on the Site or by other means. If you and your User(s) continue using the Services after the Terms have been updated, you and your User(s) agree to the modified Terms.
Intellectual Property Rights.
Villari owns or is authorized to use all trademarks, registered trademarks, and service marks associated with the Services. Unless stated otherwise, Villari also owns or holds licenses to all content and information made available through the Services, including, but not limited to, (a) all current or future Villari applications, including the App; (b) the Software; and (c) the Content. Except where expressly permitted in these Terms, your use of the Services does not give you or any User(s) any rights or licenses to the content, features, or materials you access. You may not copy, modify, rent, lease, loan, sell, distribute, or create derivative works from any of these materials, whether in whole or in part. Any commercial use of the Services is prohibited unless specifically authorized in these Terms or approved by Villari.
The Villari logos and service names are protected trademarks of Villari (referred to as the “Villari Marks”). You and your User(s) may not use or display these marks in any way without prior written permission from Villari. Nothing in the Services should be interpreted as granting any right or license to use any Villari Marks.
If you or your User(s) use the Services in a way not permitted by these Terms, you may be violating copyright, intellectual property laws of the United States, as well as applicable state laws, and may be held legally responsible for such misuse. No license or permission is granted to use Villari’s trademarks, copyrights, service marks, or other intellectual property simply by viewing or using the Services.
All material available through the Services including text, images, graphics, interfaces, and their selection and arrangement, is protected by applicable intellectual property laws.
Names, logos, designs, titles, phrases, and similar elements appearing on the Services may be protected as trademarks, service marks, or trade names belonging to Villari or other third parties.
You and your User(s) agree that any feedback, suggestions, or ideas provided (“Feedback”) become the exclusive property of Villari. Villari and its affiliates may use such Feedback for any purpose, including product development, improvement, and marketing, without restriction. You irrevocably transfer all rights, title, and interest in the Feedback to Villari, including all related intellectual property rights worldwide, and you waive any moral rights in such Feedback.
You and your User(s) acknowledge and agree that the source code of the Software and the format algorithms, and structure of the Software are the intellectual property and proprietary and confidential information of Villari and/or its collaborators, licensors and suppliers. You hereby acknowledge and agree that you and your User(s) have no rights in or to any Products apart from the license rights expressly set forth in these Terms. Villari does not grant, and a Supervisor and Supervised User do not receive, any ownership right, title or interest nor any security interest or other interest in or to any intellectual property rights relating to the Devices, the Services, Content, API, and/or the Software, nor in or to any copy of any part of the foregoing. Supervisor and Supervised User shall not have any right to grant a security interest in or to the Services, Content, API, and/or the Software.
Supervised User. You may register only your own family member, who is over the age of 18, to be monitored under such Supervised User’s subscription to the Services. You represent and warrant that you are the child or legal guardian of the Supervised User specified for any Supervised Account to be monitored by the Services. You may be permitted to subscribe for the Services on behalf of your Supervised User to be monitored under the subscription to the Services; provided, however, that you have obtained his/her prior written consent to do so. You acknowledge and agree that your indemnity obligations under Section 31 of these Terms will apply to your and each Supervised User’s use of the Services in violation of this Section 7.
Supervised Accounts. Upon registration, you must identify each Supervised User to be monitored by the Services. The profile configuration of the Supervised User is used to establish Villari’s access to the online interactions in the Supervised Account. In respect of his/her Supervised Account, the Supervised User expressly authorizes Villari without further notice to the Supervised User or any party to the communication, to (a) access, monitor, review, and store all online interactions and other communications to and from the Supervised Account; and (b) compile and transmit alerts to the Supervisor, as applicable. Use of the Villari Services is limited to the United States.
Collection of Supervised User’s Information. During registration for the Services, Villari will collect the name of the Supervised User associated with a Supervised Account. In connection with providing the Services thereafter, Villari will access and monitor e-mail communications to and from such Supervised Account and internet activity. Villari also collects certain location information regarding the Supervised User associated with each Supervised Account (including general location). You and the Supervised User expressly consent to Villari’s collection, monitoring and review of any information obtained in connection with a Supervised Account, including all communications to and from such Supervised Account.
Disclaimers. You and the Supervised User expressly acknowledge and agree as follows:
THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (a) ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, OR UNINTERRUPTED ACCESS; (b) ANY WARRANTY CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS, OR CONTENT OF INFORMATION; AND (c) ANY WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE;
VILLARI DOES NOT WARRANT THAT THE SERVICES WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED;
VILLARI MAKES NO WARRANTY THAT THE SERVICES WILL MEET ANY OF YOUR EXPECTATIONS OR REQUIREMENTS; OR THAT USE OF THE SERVICES WILL PROTECT ANY SUPERVISED USER OR THIRD PARTY FROM HARM;
ANY INFORMATION OBTAINED THROUGH USE OF THE SERVICES IS DELIVERED TO YOU FOR YOUR USE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM VILLARI’S PROVISION OF OR FAILURE TO PROVIDE ANY SUCH INFORMATION;
NO ADVICE, RESULTS OR INFORMATION OR MATERIALS, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN; AND
IF YOU AND/OR THE SUPERVISED USER ARE DISSATISFIED WITH THE SERVICES, THE SOLE REMEDY IS TO DISCONTINUE USING SUCH SERVICES.
Eligibility; Supervisors; Conduct.
Eligibility to Use Services. The Services are designed to be administered by adults on behalf of their adult family or community member. Supervisors, please be advised that we do not recommend that children under the age of 18 be given administrative access to the Services, with or without supervision. The Supervisor and/or Supervised User must grant permissions to a specific Supervised Account. Each Supervisor and/or Administrative User who signs on as an administrator, represents and affirms that such Supervisor and/or Administrative User is the age of 18 or older, or that the Supervisor and/or Supervised User has given them permission, in writing, that they can act as an administrator.
Supervisors. The Supervisor, hereby represents that such Supervisor has all necessary authority and/or has obtained all necessary consents from such Supervised User to enable Villari to access, use and disclose each such Supervised User’s Personal Data as necessary for Villari to provide the Services. Villari retains the right, but not the obligation, to confirm the consent of any such Supervised User. In the event such a Supervised User does not confirm his/her consent, Villari may remove the Supervised User from the Supervised Accounts.
User Conduct Guidelines. Any time Supervisor or any User(s) access or use the Products, Supervisor and other Users are required to comply with Villari’s user conduct guidelines, as follows:
Supervisor agrees that Supervisor and Administrative Users will access and use the Products for Supervisor’s personal, family, or community use only, and not on behalf of any third party.
Supervisor and Administrative Users may not access or use the Products for any of the following purposes (a) to impersonate any person or entity, or falsify or otherwise misrepresent Supervisor’s or Administrative User’s identity or intentions; (b) to collect, store, or use any information about a Supervised User without that User’s knowledge and consent; (c) to harass or otherwise harm a Supervised User; (e) if they are prohibited from receiving services under applicable laws; or (f) to engage in any activity not expressly authorized by these Terms.
Misconduct; Investigations.
Right to Monitor Access. Supervisor and each User(s) acknowledge that Villari has the right, but not the obligation, at any time and without prior notice, to monitor access to or use of the Services by you or any User(s) if Villari believes in good faith that it is reasonably necessary (a) to comply with any law or satisfy any legal process (e.g., a subpoena); (b) to respond to claims asserted against Villari; (c) to enforce and to ensure your or any of your User(s)’ compliance with these Terms, including the investigation of potential violations; (d) to protect the rights, property or safety of Villari, its other users; and (e) for the purpose of operating and improving the Services. Villari reserves the right, but assumes no obligation, to investigate and take appropriate action in response to reports of misconduct. Regardless of its action or inaction, in no event will Villari be liable for the acts or omissions of any Supervisor, Administrative User, Supervised User or any third party.
Cooperation by Supervisor. Supervisor agrees to cooperate with and assist Villari or its representative in good faith in any such investigations, including by providing us with such information as Villari may reasonably request.
License; Restrictions.
License Grants. Subject to these Terms, Villari hereby grants to Supervisor and User(s) a personal, non-exclusive, non- transferable, non-sublicensable, revocable, limited license only to (a) install and integrate the Software in conjunction with Supervisor’s and Supervised User’s network, Device(s), and other devices designed to access the Services and/or the Supervised Account(s); (b) use the Software in complete, unmodified form on any such home network or Device designed to interact with the Services; (c) access the Services and use the features and functionality provided by Villari; and (d) access and use Content solely for the personal, non-commercial use by Supervisor, and Supervised Users. Any other use is expressly prohibited. Unauthorized use of Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited.
Restrictions on Use. Supervisor and Supervised User are prohibited from (a) reverse engineering, decrypting, or attempting to derive the structure or code of the Products; (b) modifying or creating derivative works from the Products; (c) using the Products for unintended or revenue-generating purposes; (d) accessing or installing Products in ways it was not intended nor designed; (e) sharing software, APIs, or access credentials with unauthorized parties; (f) using Villari’s intellectual property to build competing products without Villari’s consent; (g) disrupting or overloading services, including through the use of viruses; (h) misusing or improperly disclosing content or User data inconsistent with the Privacy Policy or these Terms; (i) interfering with API operations or using it for malicious purposes; (j) violating applicable laws or regulations; and (k) attempting to do, or assisting others in doing, any of the above. These restrictions survive termination of these Terms.
Restriction on Modification. Supervisor and Supervised User may not modify the Software, Content, or the Services for use in any way other than as described in Section 10.1 of these Terms. Any such modification will void any warranties, whether express or implied, on the Software, and subject Supervisor and any User(s) to immediate termination of the Services.
Proprietary Notices. Supervisor and Supervised User shall not remove, efface or obscure any copyright or trademark notices from the Content, Software or the Services or from any copies thereof. Supervisor and Supervised User acknowledge that any symbols, trademarks, tradenames, and service marks adopted by Villari to identify any Product belong to Villari and that Supervisor and Supervised User shall have no rights therein.
Third-Party Content. The Services may contain content from Villari’s licensors. Except as provided within these Terms, Supervisor and Supervised User may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, make derivative works based on, or sell any content appearing on or through the Services. Supervisor and Supervised User understand and agree that Supervisor will not obtain, as a result of its use of the Services, any right, title, or interest in or to the Content, or any third party delivered via the Services or in any intellectual property rights therein (including, without limitation, any copyrights, patents, trademarks, trade secrets, or other rights).
Usage Data. Use of the Services, and features and applications within the Services, creates a record of Submissions and Usage Data. Subject to the terms outlined in the Privacy Policy, Villari requires this Usage Data to enable the provision of the Services; test, improve, and refine the capabilities of the Software; provide summary statistics on application and feature use, “up times,” software response times, and other measures of application usage and performance; and for purposes with similar objectives of application improvement, improved feature development. By using the Services, Supervisor and Supervised User, agree to and hereby do assign, transfer, grant, and convey all rights, title, and interest in and to the Usage Data to Villari. To the extent that such an assignment is deemed to be invalid, Supervisor and Supervised User agree to and hereby do grant to Villari a world-wide, perpetual, irrevocable, non-exclusive, sub-licensable, royalty-free, transferable license to use the Usage Data for the above-described purposes.
Account Data. Villari claims no ownership over the Account Data of Supervisor and Supervised User. Supervisor and Supervised User respectively grant Villari a world-wide, perpetual, irrevocable, non-exclusive, sub-licensable, royalty-free, transferable license to reproduce, distribute, publicly display, publicly perform, create derivative works of, and otherwise use, modify, and exploit their Account Data for the purposes of providing the Services. As between Villari and Supervisor or Supervised User, as the case may be, Supervisor and Supervised User retain all copyright and trademark rights to any of such Account Data.
Protection of Data; Privacy.
Protection of Personal Data. Villari processes and uses the Account Data of the Supervisor and Supervised User to deliver, analyze, support and improve the Products and as otherwise permitted in these Terms and the Privacy Policy. Villari will maintain appropriate administrative, physical and technical safeguards, which are designed to protect the security, confidentiality and integrity of Personal Data processed by Villari. Supervisor and Supervised User agree that Villari may share their Account Data with third party service providers consistent with the Privacy Policy in order to assist in providing and improving the Products; provided, however, that such third-party service providers agree to provide no less than the same level of data protection and information security required of Villari hereunder.
Communications. By using the Services or providing Personal Data to Villari, Supervisor and Supervised User agree that Villari may communicate with Supervisor electronically regarding security, privacy, and administrative issues relating to Supervisor’s and Supervised User’s use of the Services, as well as for product updates, marketing events, and third-party products or services Villari would like to communicate with Supervisor about. If Villari learns of a security breach, Villari may attempt to notify Supervisor electronically by posting a notice on the Dashboard or sending an email to Supervisor. To receive written notice of a security breach, please write to Villari at info@villaritogether.com.
Limitations of the Services; Content Blocking Not Guaranteed. Supervisor and Supervised User acknowledge that use of the Services does not guarantee that content Supervisor or Supervised User deems objectionable will be 100% unavailable at any time. Supervisor and Supervised User assume full risk and responsibility for the use of or reliance on the Services as regards content blocking. “False positive” content blocking may occur at any time. There is no guarantee that some content that Supervisor or Supervised User would deem acceptable will not be blocked by the Services. In the event that Supervisor or Supervised User believes Villari is mis-categorizing a website or service, please contact support at info@villaritogether.com.
Service Limitations. There are certain circumstances that may limit the availability or effectiveness of the Services, including service interruptions. The Services can be interrupted for any reason that disrupts internet access or GPS capabilities, including in the event of: (a) electrical power outages; (b) natural disasters; (c) electronic interference; (d) an outage affecting the data transport service; (e) failure of originating or terminating access lines; (f) network congestion and/or reduced routing speed of Villari’s network or another network; (g) compatibility issues; or (h) failures relating to your Device(s), including, hardware or software failures or misconfiguration affecting Villari, its offices, data centers, and/or any of its service providers.
Supervisor Acknowledgements and Warranties. Supervisor and Supervised User represent and warrant to Villari that:
Supervisor has the power and authority to accept and agree to the Terms, both in his/her personal capacity and, where applicable, on behalf of Supervised User and is duly authorized to act for and on behalf of Supervised User, and to give the applicable undertakings and consents contained herein;
Supervisor owns or controls all of the rights necessary to grant the rights and licenses granted herein, including, without limitation, all necessary authority and right to monitor and collect the Account Data collected by or through the Services;
Supervisor has requested and received the consent of any Supervised User contemplated in Section 7, including to share Supervised User’s Personal Data with Villari;
To the extent Supervisor or Supervised User has installed or otherwise uses a Device, Supervisor has informed or will inform all persons using the network to be monitored, that their activities will be monitored by the Services and any related data, including Account Data concerning all Supervised Users, may be accessed by Supervisor and/or the Villari or the applicable Service Provider;
Supervisor and Supervised User will not violate any federal, state or local laws, rules or regulations or infringe the rights of any third party, including, any intellectual property, privacy or publicity-related rights, in connection with Account Data or otherwise in connection with Supervisor’s and Supervised User’s access to or use of the Products;
The exercise by Villari of the rights granted by Supervisor and Supervised User hereunder will not cause Villari to violate any applicable laws, rules or regulations, or to infringe the rights of any third party; and
all account information provided by Supervisor and/or Supervised User will be complete, accurate and up-to-date when provided, and updated as necessary to ensure that it remains complete, accurate and up-to-date.
Modifications and Updates. Villari reserves the right, in its sole discretion, to modify or discontinue offering any Product(s), in whole or in part, including any features, functionality, tools or content thereof, at any time, for any reason or no reason, with or without notice to Supervisor or Supervised User. Villari may from time to time develop and provide Updates for the Products. Updates may also modify or delete features, functionality, tools or content in their entirety. Based on Product settings, when Product(s) are connected to the internet either (a) the Updates will automatically download and install; or (b) Supervisor may receive notice of or be prompted to download and install available Updates. Supervisor agrees to promptly download and install all required or automated Updates made available by Villari from time to time, including all available patches to address security, interoperability or performance issues. If Supervisor does not install the latest Updates, portions of the Products may not properly operate. All Updates will be deemed part of the Products and be subject to all terms and conditions of these Terms. Supervisor agrees that Villari has no obligation to provide any Updates or to continue to provide or enable any particular features, functionality, tools or content, and will not be liable with respect to any such modifications, discontinuances or deletions.
Supported Uses. Use of the Products is limited to the systems and applications that are supported. Supervisor and Supervised User are required to read the documentation delivered with the Products or provided online by Villari to determine if its intended use is supported.
Permission to Access; Support. Supervisor and Supervised User understand and agree that directly requesting Support Services through any communication channel for the setup, continued use, or technical troubleshooting of the Products or Supervised Account(s) will also constitute express permission to allow Villari or its duly authorized support representatives to access Supervisor’s and Supervised User’s Products, Device(s) or Supervised Account details remotely for the sole purposes of viewing or changing logs, configurations, software processes, or any other information stored locally on such Products, Device or in Villari servers. Villari requires such access in order to troubleshoot, debug, or optimize the setup or use of the Services. Supervisor may limit the level of access Villari or its duly authorized support representatives have to Supervisor’s and Supervised User’s Products or Devices or Supervised Account only by explicitly stating at the moment of the support request the specific limitations they wish to impose with regard to the logs, diagnostics, configurations, software processes, or other locally-stored information. Supervisor and Supervised User agree that nothing in these Terms shall obligate Villari to provide any Support Services for the Products. Villari may, but shall be under no obligation to, correct any defects in the Products and/or provide updates to the Products. Supervisor shall make reasonable efforts to promptly report to Villari any defects it finds in the Products, as an aid to creating improved revisions of the Products. SUPERVISOR AND SUPERVISED USER UNDERSTAND THAT THE SUPPORT SERVICES AND ALL INFORMATION, CONTENT, OR MATERIALS INCLUDED IN OR MADE AVAILABLE AS PART OF THE SUPPORT SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, VILLARI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SUPPORT SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION, CONTENT OR MATERIALS OBTAINED OR MADE AVAILABLE TO YOU THROUGH THE SUPPORT SERVICES. YOUR USE OF THE SUPPORT SERVICES AND ALL INFORMATION, CONTENT OR MATERIALS INCLUDED IN OR MADE AVAILABLE AS PART OF THE SUPPORT SERVICES IS AT YOUR SOLE RISK. SUPERVISOR AND SUPERVISED USER ACKNOWLEDGE AND AGREE THAT THE FOREGOING DISCLAIMERS AND LIMITATIONS ARE IN ADDITION TO, AND NOT IN SUBSTITUTION OF, THE DISCLAIMERS AND LIMITATIONS SET FORTH IN SECTIONS 10 AND 32 OF THESE TERMS.
Confidentiality.
Obligations. Supervisor and Supervised User acknowledge and agree that any documentation relating to the Products, and any other information (if such other information is identified as confidential or should be recognized as confidential under the circumstances) provided to Supervisor or Supervised User by Villari hereunder shall constitute “Confidential Information” of Villari, and that Supervisor’s and Supervised User’s protection thereof is an essential condition to Supervisor’s and Supervised User’s use and possession of the Products. Supervisor and Supervised User shall retain all Confidential Information in strict confidence and not disclose it to any third party unless otherwise required to comply with law or a binding order of a court of governmental authority with the authority to require disclosure. Supervisor and Supervised User will exercise at least the same amount of diligence in preserving the secrecy of the Confidential Information as it uses in preserving the secrecy of its own confidential information, but in no event less than reasonable diligence. Information shall not be considered Confidential Information if and to the extent that it (a) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the Supervisor or Supervised User; (b) was known to the Supervisor or Supervised User, without restriction, at the time of disclosure as proven by the files of Supervisor or Supervised User in existence at the time of disclosure; (c) was developed by or for Supervisor or Supervised User without use or knowledge of or access to Confidential Information or violation of these Terms; or (iv) becomes known to Supervisor or Supervised User, without restriction, from a source other than Villari without breach of these Terms by Supervisor or Supervised User and otherwise not in violation of Villari’s rights.
Return of Confidential Information. Notwithstanding the foregoing, all documents and other tangible objects containing or representing Confidential Information and all copies thereof which are in the possession of Supervisor and Supervised User shall be and remain the property of Villari, and shall be promptly returned to Villari or destroyed, and all electronic copies deleted, upon written request by Villari or upon termination of these Terms.
Injunctive Relief. In addition to any other rights and remedies available to Villari hereunder or at law, Supervisor and Supervised User acknowledge and agree that any breach of confidentiality and non-disclosure such obligations may result in irreparable and continuing damage to Villari for which there will be no adequate remedy in damages, and Villari will be authorized and entitled to seek injunctive relief, without the necessity of posting a bond even if otherwise normally required, and/or a decree for specific performance, and such further relief as may be proper from a court with competent jurisdiction.
Third Party Specific Provisions.
iOS Store. The following provisions apply to Products downloaded from the iOS Store.
Acknowledgement. Supervisor and Supervised User acknowledge that these Terms are between Supervisor, Supervised User and Villari and not with Apple, Inc. or any of its affiliates (collectively, “Apple”) and that Villari, and not Apple, is solely responsible for the Products and the content thereof.
Scope of License. The license granted to Supervisor and Supervised User hereunder for use of the Products is limited to a personal, non-transferable, non-assignable, revocable and non-exclusive right to use the Products on any Apple-branded products owned or controlled by Supervisor or Supervised User for the relevant subscription period and subject to the terms and conditions set forth in these Terms, and as permitted by the usage rules set forth in the App Store Terms of Service.
Maintenance and Support. Villari, and not Apple, is solely responsible for providing maintenance and support services with respect to the Products. Supervisor and Supervised User acknowledge and agree that Apple has no obligation whatsoever to furnish any such maintenance and/or support services with respect to the Products.
Warranty. Villari, and not Apple, is solely responsible for the breach of any warranties specifically set forth in these Terms. If the Products fail to conform with any such warranties, including Supervisor’s or Supervised User’s right to a refund, Supervisor or Supervised User may notify Apple of such non-conformity and Apple will refund the purchase price paid by Supervisor or Supervised User for the applicable Product(s) and, to the maximum extent permissible by applicable law, Apple will have no other warranty obligation whatsoever to Supervisor or Supervised User with respect to the Products, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any such warranty will be Villari’s sole responsibility.
Product Claims. Supervisor and Supervised User acknowledge that Apple is not responsible for addressing any claims Supervisor, Supervised User or any third party may have relating to the Products or Supervisor’s or Supervised User’s possession and/or use of that Product, including, without limitation, (a) product liability claims; (b) any claim that the Products fail to conform to any applicable legal or regulatory requirement; or (c) any claims arising under consumer protection or similar legislation.
Intellectual Property Rights. Supervisor and Supervised User acknowledge and agree that, in the event of any third-party claim that the Products or Supervisor’s or any User(s)’ use and possession of the same, infringes a third-party’s intellectual property rights, Villari, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
Compliance. Supervisor and any User(s) each represent and warrant that he/she is not (a) located in a country that is subject to a U.S. Government embargo, or that is on Title 15, Part 740 Supplement 1 Country Group E of the U.S. Code of Federal Regulations; and (b) listed on any U.S. Government list of prohibited or restricted parties.
Contact Info. Supervisor and Supervised User should direct any questions, complaints, or claims with respect to the Products to Villari at info@villaritogether.com.
Third Party Terms of Agreement. Supervisor and Supervised User must comply with applicable third-party terms of agreement when using the Products.
Third Party Beneficiary. Supervisor and Supervised User acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiary of these Terms and, upon acceptance by Supervisor and Supervised User of these Terms, Apple will have the right (and is deemed to have accepted such right) to enforce these Terms against Supervisor and/or Supervised User as a third party beneficiaries hereof.
Google API Services. The Products use of information received from Google APIs will adhere to Google API Services User Data Policy, including the Limited Use requirements, located at https://developers.google.com/terms/api-services-user-data-policy.
Indemnity. You and your Users agree to defend, indemnify and hold Villari, its directors, officers, employees, agents, affiliates and Service Providers harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys’ fees, arising out of or related to (a) your and your User(s)’ use of the Services; (b) your and/or your User(s)’ violation or breach of these Terms or applicable law; (c) any unauthorized access to, use of, or distribution of the Services by you or your User(s); (d) gross negligence or willful misconduct by you or your User(s); and/or (e) the posting or transmission of any materials on or through the Services by you and/or your User(s), including, but not limited to (i) any third-party claim that any information or materials you or your User(s) provide infringes any third-party proprietary right; or (ii) the unlawful use or disclosure by you and/or your User(s) of any third-party personal information obtained via any notice received from Villari.
Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VILLARI, AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, OR INABILITY TO USE, THE SERVICES, OR ANY CONTENT, MATERIALS, OR FUNCTIONS MADE AVAILABLE IN CONNECTION THEREWITH. THIS INCLUDES, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS OPPORTUNITIES, DATA, AS WELL AS COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES, EVEN IF VILLARI OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL CUMULATIVE LIABILITY OF VILLARI FOR ALL CLAIMS, LOSSES, DAMAGES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO YOUR OR YOUR USERS’ USE OF THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR OTHERWISE), SHALL NOT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID BY YOU FOR THE SERVICES.
Compliance with Law. You and your User(s) agree to comply with all applicable laws, rules and regulations in connection with your and your User(s)’ use of the Services. You and your User(s) agree that the laws of the State of Delaware, excluding its conflicts-of-law rules, shall govern these Terms. Please note that you and your User(s)’ use of the Services or the Site may be subject to other local and state laws.
Class Arbitration; Prohibition of Class and Representative Actions.
Any dispute, controversy or claim arising out of, relating to or in connection with these Terms, including the breach, termination or validity thereof, shall be finally resolved by arbitration administered by the American Arbitration Association (AAA) in accordance with its Streamlined Commercial Arbitration Rules. The arbitrator have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of the Terms to arbitrate. The parties agree to arbitrate solely on an individual basis, and that these Terms do not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
IF AND TO THE EXTENT THE PROVISIONS OF SECTION 10.1 ABOVE ARE NOT ENFORCEABLE, YOU AND YOUR USER(S) AGREE THAT YOU AND YOUR USER(S) MAY BRING CLAIMS AGAINST VILLARI ONLY ON AN INDIVIDUAL BASIS AND HEREBY WAIVES THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING, TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW. FURTHER, UNLESS EACH OF YOU, YOUR USER(S) AND VILLARI OTHERWISE AGREE IN WRITING, THE COURT MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.
Miscellaneous.
Entire Agreement. These Terms, and the Privacy Policy constitute the entire agreement between you, your User(s) and Villari and govern your and each User’s use of the Services (as the case may be), superseding any prior agreements between you, your User(s) and Villari. You and your User(s) also may be subject to additional terms and conditions that are applicable to certain parts of the Services.
No Relationship. You and your User(s) agree that no joint venture, partnership, employment, or agency relationship exists between Villari, you and your User(s) as a result of these Terms or your and your User(s)’ use of the Services.
Claims. Any claim or cause of action you or your User(s) may have with respect to Villari must be commenced within one (1) year after the claim or cause of action arose.
No Waiver. The failure of Villari to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.
Assignment. Neither you nor your User(s) may assign these Terms or any of your respective rights or obligations under the Terms without Villari’s express written consent.
Benefit. These Terms inure to the benefit of Villari’s successors, assigns and licensees.
Section Titles. The section titles in these Terms are for convenience only and have no legal or contractual effect.
Rights or Remedies. These Terms do not confer any rights or remedies upon any person or entity other than you, your User(s) and Villari and our respective successors and permitted assigns.
Equitable Relief. You and your Users acknowledge that any breach of these Terms may cause irreparable harm to Villari for which monetary damages would be an inadequate remedy. Accordingly, to the fullest extent permitted under applicable Delaware law, Villari shall be entitled to seek temporary, preliminary, and permanent injunctive relief, as well as specific performance, in any court of competent jurisdiction to prevent or remedy any such breach, without the necessity of proving actual damages or posting a bond to the extent such requirement may be waived. Such remedies are cumulative and in addition to any other rights or remedies available at law or in equity.
Severability. The provisions of these Terms are intended to be severable. If any provision of these Terms, or the application thereof to any person or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permitted under Delaware law, and the remaining provisions of these Terms shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby, so long as the essential terms and intent of these Terms are not materially adversely affected. To the extent permitted under Delaware law, any such invalid, illegal, or unenforceable provision shall be reformed and construed so as to effectuate, as nearly as possible, the original intent of the parties. If such provision cannot be so reformed without materially altering the parties’ intended allocation of risks or benefits, then such provision shall be deemed severed from these Terms.