Terms of service


By creating an Account in vignita.com and/or by accepting an invitation to join an existing Account in vignita.com as an Authorized user and/or by accessing and using the vignita.com Service (defined below) or website, www.vignita.com (“Site”), you accept these terms of service (the “Terms”), and you acknowledge that you, on your own behalf as an individual and on behalf of your employer or another legal entity (collectively, “you” or "your”), have read and understood and agree to comply with the terms and conditions below, and are entering into a binding legal agreement with Vignita AS the owner of vignita.com (“vignita”, “us”, “we” or “our”). If you are creating an Account (“Account” or “Organization Account” as defined below) you are entering into these Terms on behalf of an Organization (your Organization, your employer Organization or any other entity), and you represent and warrant that you have or you were granted full authority to bind the aforesaid Organization to these Terms. If you do not agree to comply with and be bound by these Terms or do not have authority to bind the Organization or any other entity, please do not accept these Terms or access or use the Service. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. For clarity, these Terms also apply on each Authorized User and as an Authorized User, upon the creation of a User Account (defined below), you hereby agree to any terms that apply to you and that are specified hereunder. “Authorized User” means any individual who has been supplied with user identification and password to access and use the Service on behalf of your Organization. Authorized Users may include but are not limited to your employees, consultants, contractors and agents, and third parties with which you transact business.

Ability to Accept Terms

If you, as an Authorized User, access and use the Site and/or Service, you represent and warrant that you are at least 18 years old. The Site and/or Service is only intended for individuals aged eighteen (18) years or older. If you are under 18 years please do not visit, access or use the Site and/or Service. If you are between 13 and 18 years of age, then you must review these Terms with your parent or guardian before visiting, accessing or using the Site to make sure that you and your parent or guardian understand these Terms and agree to them. You may not access and use the Service if you are, and you represent and warrant that you are not, a competitor of vignita.com.

1. Vignita Services

1.1 The Vignita Platform is an online marketplace that enables registered users (“Users”) and certain third parties who offer services (Users and third parties who offer services are “Organisers” and the services they offer are “Education services”) to publish such Education services on the Vignita Platform (“Listings”) and to communicate and transact directly with Users that are seeking to buy such Education services (Users using Education services are “Students”). Education services may include the offering of courses or other information for use, single or multi-day activities in various categories (“Courses”), access to unique events and locations (“Events”), and a variety of other educational and non-educational related services.

1.2 As the provider of the Vignita Platform, Vignita AS (“Vignita”) does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Listings or Education services. Organisers alone are responsible for their Listings and Education services. When Users make or accept a purchase, they are entering into a contract directly with each other. Vignita is not and does not become a party to or other participant in any contractual relationship between Users, nor is Vignita an educational institution. Vignita is not acting as an agent in any capacity for any User, except as specified in the Payments Terms.

1.3 While we may help facilitate the resolution of disputes, Vignita has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Listings or Education services, (ii) the truth or accuracy of any Listing descriptions, Ratings, Reviews, or other User Content (as defined below), or (iii) the performance or conduct of any User or third party. Vignita does not endorse any User, Listing or Education services. Any references to a User being "Certified" (or similar language) only indicate that the User has completed a relevant certification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by Vignita about any User, including of the User's identity or background or whether the User is competent, trustworthy, safe or suitable. You should always exercise due diligence and care when deciding whether to buy and participate in a Course or Event or use other Education services, pay, or communicate and interact with other Users, whether online or in person.

1.4 If you choose to use the Vignita Platform as a Organiser or Re-Seller (as defined below), your relationship with Vignita is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Vignita for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Vignita.

1.5 To promote the Vignita Platform and to increase the exposure of Listings to potential Students, Listings and other User Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Users who speak different languages, Listings and other User Content may be translated, in whole or in part, into other languages. Vignita cannot guarantee the accuracy or quality of such translations and Users are responsible for reviewing and verifying the accuracy of such translations. The Vignita Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non infringement.

1.6 The Vignita Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Vignita is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Vignita of such Third-Party Services.

1.7 Due to the nature of the Internet, Vignita cannot guarantee the continuous and uninterrupted availability and accessibility of the Vignita Platform. Vignita may restrict the availability of the Vignita Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Vignita Platform. Vignita may improve, enhance and modify the Vignita Platform and introduce new Vignita Services from time to time.

2. Eligibility, Using the Vignita Platform, User Verification

2.1 You must be at least 18 years old and able to enter into legally binding contracts to access and use the Vignita Platform or register an Vignita Account. By accessing or using the Vignita Platform you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.

2.2 You will comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that (i) neither you nor your Organiser Service(s) are located or take place in a country that is subject to a Norwegian Government embargo, or that has been designated by the Norwegian Government as a "terrorist supporting" country, and (ii) you are not listed on any Norwegian Government list of prohibited or restricted parties.

2.3 Vignita may make the access to and use of the Vignita Platform, or certain areas or features of the Vignita Platform, subject to certain conditions or requirements, such as completing a certification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or purchase and cancellation history.

2.4 User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any User’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Users to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Users, (ii) screen Users against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a User, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available).

2.5 The access to or use of certain areas and features of the Vignita Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Vignita Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise.

2.6 Some areas of the Vignita Platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.

3. Modification of these Terms

We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective ten (10) days following our sending a Viginita notification thereof to you or posting the revised Terms on the Site, and your continued use of the Service thereafter means that you accept those changes.

4. Account Registration

4.1 You must register an account ("Vignita Account") to access and use certain features of the Vignita Platform, such as publishing or purchasing a Listing. If you are registering an Vignita Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.

4.2 You can register an Vignita Account using an email address and creating a password, or through your account with certain third-party social networking services, such as Facebook or Google ("SNS Account"). You have the ability to disable the connection between your Vignita Account and your SNS Account at any time, by accessing the "Settings" section of the Vignita Platform.

4.3 You must provide accurate, current and complete information during the registration process and keep your Vignita Account and public Vignita Account profile page information up-to-date at all times.

4.4 You may not register more than one (1) Vignita Account unless Vignita authorizes you to do so. You may not assign or otherwise transfer your Vignita Account to another party.

4.5 You are responsible for maintaining the confidentiality and security of your Vignita Account credentials and may not disclose your credentials to any third party. You must immediately notify Vignita if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Vignita Account. You are liable for any and all activities conducted through your Vignita Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).

4.6 Vignita may enable features that allow you to authorize other Users or certain third parties to take certain actions that affect your Vignita Account. For example, we may allow Users associated with an Enterprise (as defined in our Privacy Policy) to buy for other Users, or we may allow Organisers to add other Users as Re-Sellers (as defined below) to help manage their Listings. These features do not require that you share your credentials with any other person. No third party is authorized by Vignita to ask for your credentials, and you shall not request the credentials of another User.

5. Content

5.1 Vignita may, at its sole discretion, enable Users to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Vignita Platform ("User Content"); and (ii) access and view User Content and any content that Vignita itself makes available on or through the Vignita Platform, including proprietary Vignita content and any content licensed or authorized for use by or through Vignita from a third party ("Vignita Content" and together with User Content, "Collective Content").

5.2 The Vignita Platform, Vignita Content, and User Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the Norway and other countries. You acknowledge and agree that the Vignita Platform and Vignita Content, including all associated intellectual property rights, are the exclusive property of Vignita and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Vignita Platform, Vignita Content or User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Vignita used on or in connection with the Vignita Platform and Vignita Content are trademarks or registered trademarks of Vignita in Norway and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Vignita Platform, Vignita Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.

5.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Vignita Platform or Collective Content, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Vignita or its licensors, except for the licenses and rights expressly granted in these Terms.

5.4 Subject to your compliance with these Terms, Vignita grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the Vignita Platform and accessible to you, solely for your personal and non-commercial use.

5.5 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the Vignita Platform, you grant to Vignita a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such User Content to provide and/or promote the Vignita Platform, in any media or platform. Unless you provide specific consent, Vignita does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your User Content.

5.6 Vignita may offer Organisers the option of having professional photographers or film producers take photographs or film of their Education services, which are made available by the photographer to Organisers to include in their Listings. You are responsible for ensuring that your Organiser Service is accurately represented. You acknowledge and agree that Vignita shall have the right to use any Images or Film in advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you. Where Vignita is not the exclusive owner of Images or Film, by using such Images or Film on or through the Vignita Platform, you grant to Vignita an exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to use such Images or Film for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you. Vignita in turn grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to use Images or Film outside of the Vignita Platform solely for your personal and non-commercial use.

5.7 You are solely responsible for all User Content that you make available on or through the Vignita Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through the Vignita Platform or you have all rights, licenses, consents and releases that are necessary to grant to Vignita the rights in and to such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Vignita's use of the User Content (or any portion thereof) will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

5.8 You will not post, upload, publish, submit or transmit any User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person; (v) promotes illegal or harmful activities or substances; or (vi) violates Vignita’s Content Policy or any other Vignita policy. Vignita may, without prior notice, remove or disable access to any User Content that Vignita finds to be in violation of these Terms or Vignita’s then-current Policies or Standards, or otherwise may be harmful or objectionable to Vignita, its Users, third parties, or property.

5.9 Vignita respects copyright law and expects its Users to do the same. If you believe that any content on the Vignita Platform infringes copyrights you own, please notify us in accordance with our Copyright Policy.

6. Service Fees

6.1 Vignita may charge fees to Organisers ("Organiser Fees") and/or Students ("Student Fees") (collectively, "Service Fees") in consideration for the use of the Vignita Platform. More information about when Service Fees apply and how they are calculated can be found on our Service Fees page.

6.2 Any applicable Service Fees (including any applicable Taxes) will be displayed to a Organiser or Student prior to publishing or purchasing a Listing. Vignita reserves the right to change the Service Fees at any time, and we will provide Users adequate notice of any fee changes before they become effective.

6.3 You are responsible for paying any Service Fees that you owe to Vignita. The applicable Service Fees are due and payable and collected by Vignita Payments pursuant to the Payments Terms. Except as otherwise provided on the Vignita Platform, Service Fees are non-refundable.

7. Terms specific for Organisers

7.1 Terms applicable to all Listings

7.1.1 When creating a Listing through the Vignita Platform you must (i) provide complete and accurate information about your Organiser Service (such as listing description, location, and calendar availability), (ii) disclose any deficiencies, restrictions (such as course rules) and requirements that apply (such as any minimum age, proficiency, licences or fitness requirements for an Event) and (iii) provide any other pertinent information requested by Vignita. You are responsible for keeping your Listing information (including calendar availability) up-to-date at all times.

7.1.2 You are solely responsible for setting a price (including any Taxes if applicable) for your Listing (“Price”). Once a Student requests a purchase of your Listing, you may not request that the Student pays a higher price than in the purchase.

7.1.3 Any terms and conditions included in your Listing, in particular in relation to cancellations, must not conflict with these Terms or the cancellation policy you have selected for your Listing.

7.1.4 Pictures, animations or videos (collectively, "Images") used in your Listings must accurately reflect the quality and condition of your Education services. Vignita reserves the right to require that Listings have Images of a certain format, size and resolution.

7.1.5 The placement and ranking of Listings in search results on the Vignita Platform may vary and depend on a variety of factors, such as Student search parameters and preferences, Organiser requirements, price and calendar availability, quality of Images, customer service and cancellation history, Reviews and Ratings, type of Organiser Service, and/or ease of purchase.

7.1.6 When you sell a Course, Event or other Organiser Service(s) to a Student, you are entering into a legally binding agreement with the Student and are required to provide your Organiser Service(s) to the Student as described in your Listing when the purchase is made. You also agree to pay the applicable Organiser Fee and any applicable Taxes, which will be collected pursuant to the Payments Terms.

7.1.7 Vignita recommends that Organisers obtain appropriate insurance for their Education services. Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Students (and the individuals the Student has buyed for, if applicable) while participating in your Course, Event or other Organiser Service.

7.2 Listing Courses

7.2.1 You may only list one Course per Listing.

7.2.2 You represent and warrant that any Listing you post and the purchase of, or a Student's studies of, a Course will (i) not breach any agreements you have entered into with any third parties, and (ii) comply with all applicable laws, Tax requirements, and other rules and regulations (including having all required permits, licenses and registrations). As a Organiser, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who participate at or are otherwise present at the Organiser Service at your request or invitation, excluding the Student (and the individuals the Student invites to the Course, if applicable).

7.3 Listing Courses, Events and other Education services

7.3.1 To list a Course, Event or other Organiser Service, you must create a Listing and submit the Course, Event or Organiser Service to Vignita. To be considered for publishing on the Vignita Platform, Courses, Events or other Education services must at all times meet the quality standards for Courses and meet Students demands. Vignita reserves the right to decide, in its sole discretion, if a submitted Course, Event or other Organiser Service(s) will be published on the Vignita Platform.

7.3.2 When listing an Course, Event or other Organiser Service you must, where applicable, fully educate and inform Students about (i) any risks inherent to the Course, Event or other Organiser Service, (ii) any requirements for participation, such as the minimum age, related skills, licenses,  level of fitness or other requirements, and (iii) anything else they may need to know to safely participate in the Course, Event or other Organiser Service(s) (including dress codes, equipment, special certifications or licenses, etc.).

7.3.3 If you wish to list a Course on behalf of a Nonprofit (“Social Course”), you must comply with the eligibility requirements for organising a Social Course. When listing a Social Course you (i) represent and warrant that you are duly authorized to act on behalf of your Nonprofit and (ii) acknowledge and agree that all payouts will be directed to an account owned by your Nonprofit. You and your Nonprofit acknowledge that listing a Social Course does not create a commercial fundraising or co-venturer, or charitable trust relationship with Vignita and Vignita is not a professional fundraiser or commercial participator. Nonprofits, and not Vignita, are responsible for determining what, if any, portion of their Price is a charitable contribution and for providing Students charitable tax receipts for any applicable charitable contributions. You and your Nonprofit are solely responsible for complying with all laws that apply to your organization and your Social Impact Course.

7.3.4 You represent and warrant that you (i) understand and comply with all laws, rules and regulations that may apply to your Course, Event or other Organiser Service(s), and (ii) will obtain any required licenses, permits, or registrations prior to providing your Course, Event or other Organiser Service(s).

7.3.5 You must provide a Course, Event or other Organiser Service in person and may not allow any third party to provide the Course, Event or other Organiser Service on your behalf, unless authorized by Vignita.

7.4 Re-Sellers

7.4.1 Vignita may enable Organisers to authorize other Users (“Re-Sellers”) to administer the Organiser’s Listing(s), and to bind the Organiser and take certain actions in relation to the Listing(s) as permitted by the Organiser, such as accepting a purchase, messaging and welcoming Students (collectively, “Re-Seller services”). Any agreement formed between Organiser and Re-Seller may not conflict with these Terms and the Payments Terms. Re-Sellers may only act in an individual capacity and not on behalf of a company or other organization, unless expressly authorized by Vignita. Vignita reserves the right, in our sole discretion, to limit the number of Re-Sellers a Organiser may invite for each Listing and to limit the number of Listings a Re-Seller may manage.

7.4.2 Organisers and Re-Sellers may agree on a provision (“Re-Sellers provision”) in consideration for the Re-Seller services provided by the Re-Seller. When such an agreement is made, the Organiser agrees to pay the Re-Seller provision for any confirmed purchase of their Listing, which will be deducted directly from the Price after deduction of any applicable Organiser Fee. Vignita Payments will process Re-Selleres provision pursuant to the Payments Terms.

7.4.3 Organisers and Re-Sellers agree that each activity, purchase, or other transaction reported on the Vignita Platform, including any Re-Seller services provided by the Re-Seller and any amounts due from a Organiser to the Re-Seller for the provision of such services, will be deemed accurate, correct and binding, unless challenged, by notifying the other person and Vignita (by emailing support@vignita.com), within 21 days of posting of the disputed activity, purchase or other transaction on the Vignita Platform.

7.4.4 Organisers should exercise due diligence and care when deciding who to add as a Re-Seller to their Listing(s). Organisers remain solely responsible and liable for any and all Listings and User Content published on the Vignita Platform, including any Listing created by a Re-Seller on their behalf. Further, Organisers remain responsible and liable for their own acts and omissions, including, but not limited to, conduct that causes harm or damage to the Re-Seller(s). Re-Sellers remain responsible and liable for their own acts and omissions when engaging in their roles and responsibilities as a Re-Seller, including, but not limited to, conduct that causes harm or damage to the Organiser. In addition, both Organiser and Re-Seller are jointly responsible and severally liable for third party claims, including Student claims, arising from the acts and omissions of the other person as related to organising activities, communications with Students, and the provision of any Re-selling services.

7.4.5 Unless agreed otherwise by Organiser and Re-Seller, Organiser and Re-Seller may terminate the Re-Seller agreement at any time. In addition, both Organiser and Re-Seller acknowledge that their Co-organising relationship will terminate in the event that Vignita (i) terminates the Re-Seller service or (ii) terminates either party’s participation in the Re-Seller service. When the Re-Seller agreement is terminated, the Organiser will remain responsible for all of the Re-Seller’s actions prior to the termination, including the responsibility to fulfill any pending or future purchases initiated prior to the termination. When a User is removed as a Re-Seller, that User will no longer have access to any Organiser or Student information related to the applicable Organiser’s Listing(s). In addition, Organiser agrees to pay Re-Seller for all Re-Seller services completed prior to Re-Seller’s termination. A Re-Seller will not be entitled to any fees for any Re-Seller services that have not been completed prior to the Re-Seller’s termination.

7.4.6 As a Re-Seller, you will not be reviewed by Students, meaning that your Re-Seller activities will not affect your Reviews or Ratings for other Listings for which you are a Organiser. Instead, the Organiser of such Listing(s) will be reviewed by Students (including potentially on the basis of the Re-Seller’s conduct and performance). Organisers acknowledge that Reviews and Ratings from Students for their Listing(s) may be impacted by a Re-Seller’s conduct and performance.

8. Terms specific for Students

8.1 Terms applicable to all purchases

8.1.1 Subject to meeting any requirements (such as completing any verification processes) set by the Organiser, you can buy a Listing available on the Vignita Platform by following the respective purchasing process. All applicable fees, including the Student Fee and any applicable Taxes (collectively, “Total Fees”) will be presented to you prior to purchasing a Listing. You agree to pay the Total Fees for any purchase requested in connection with your Vignita Account.

8.1.2 Upon receipt of a purchase confirmation from Vignita, a legally binding agreement is formed between you and your Organiser, subject to any additional terms and conditions of the Organiser that apply, including in particular the applicable cancellation policy and any rules and restrictions specified in the Listing. Vignita Payments will collect the Total Fees at the time of the purchasing request or upon the Organiser’s confirmation pursuant to the Payments Terms.

8.1.3 If you buy a Organiser Service on behalf of additional Students, you are required to ensure that every additional Student meets any requirements set by the Organiser, and is made aware of and agrees to these Terms and any terms and conditions, rules and restrictions set by the Organiser. If you are purchasing for an additional Student who is a minor, you represent and warrant that you are legally authorized to act on behalf of the minor. Minors may only participate in an Course, Event or other Organiser Service if accompanied by an adult who is responsible for them,  or if written agreement is given by the responsible adult and this is pre-approved by the Member in charge.

8.2 Purchasing Courses

8.2.1 You understand that a confirmed purchase of an Course (“Course purchase”) is a limited license granted to you by the Organiser to enter and use the Course for the duration of your course licence, during which time the Organiser (only where and to the extent permitted by applicable law) retains the right to change the Course, in accordance with your agreement with the Organiser.

8.2.2 You agree that it is your responsibility to complete the Course no later than the expiry time that the Organiser specifies in the Listing or such other time as mutually agreed upon between you and the Organiser.

8.3 Purchasing Courses, Events and other Education services

8.3.1 You should carefully review the description of any Course, Event or other Organiser Service you intend to buy to ensure you (and any additional Students you are purchasing for) meet any minimum age, proficiency, fitness or other requirements which the Organiser has specified in their Listing. You are required to inform the Organiser of any medical or physical conditions, or other circumstances that may impact your and any additional Student’s ability to safely participate in any Course, Event or other Organiser Service. In addition, certain laws, like the minimum legal drinking age in the location of the Course, Event or other Organiser Service, may also apply. You are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to your participation in a Course, Event or other Organiser Service.

8.3.2 Before and during an Course, Event or other Organiser Service you must at all times adhere to the Organisers’ instructions.

8.3.3 You may not bring any additional individuals to an Course, Event or other Organiser Service unless such an individual was added by you as an additional Student during the purchasing process on the Vignita Platform.

9. Purchase Modifications, Cancellations and Refunds, Resolution Center

9.1 Organisers and Students are responsible for any modifications to a purchase that they make via the Vignita Platform or direct Vignita customer service to make ("Purchase Modifications"), and agree to pay any additional Prices, Organiser Fees or Student Fees and/or Taxes associated with such purchase Modifications.

9.2 Students can cancel a confirmed purchase of Events (but not ecourses) at any time subject to the Listing’s cancellation policy, and Vignita Payments will provide any refund to the Student in accordance with such cancellation policy. Unless extenuating circumstances exist, any amounts due to the Organiser under the applicable cancellation policy will be remitted to the Organiser by Vignita Payments pursuant to the Payments Terms.

9.3 If an Organiser cancels a confirmed purchase, the Student will receive a full refund of the Total Fees for such purchase and Vignita may publish an automated review on the Listing cancelled by the Organiser indicating that a purchase was cancelled. In addition, Vignita may (i) keep the calendar for the Listing unavailable or blocked for the dates of the cancelled purchase, and/or (ii) impose a cancellation fee, unless the Organiser has a valid reason for cancelling the purchase pursuant to Vignita’s Extenuating Circumstances Policy or has legitimate concerns about the Student’s behavior.

9.4 For Courses, Events and other Education services, if inclement weather creates an unsafe or uncomfortable scenario for Students, Organisers may modify or cancel a Organiser Service. If there is a substantial change in the itinerary or the Organiser Service needs to be cancelled, Vignita will work with the Organiser to provide Students an alternative date for the Organiser Service, an appropriate refund or a repurchase.

9.5 In certain circumstances, Vignita may decide, in its sole discretion, that it is necessary to cancel a confirmed purchase and make appropriate refund and payout decisions. This may be for reasons set forth in Vignita's Extenuating Circumstances Policy or (i) where Vignita believes in good faith, while taking the legitimate interests of both parties into account, this is necessary to avoid significant harm to Vignita, other Users, third parties or property, or (ii) for any of the reasons set out in these Terms.

9.6 If a Student suffers a Educational Issue pursuant to the Student Refund Policy, Vignita may determine, in its sole discretion, to refund the Student part or all of the Total Fees in accordance with the Student Refund Policy.

9.7 Users may use the Resolution Center to send or request money for refunds, additional Education services, Co-Education services or Damage Claims related to purchases. You agree to pay all amounts sent through the Resolution Center in connection with your Vignita Account, and Vignita Payments will handle all such payments pursuant to the Payments Terms.

10. Ratings and Reviews

10.1 Within a certain timeframe after completing a purchase, Students and Organisers can leave a public review (“Review”) and submit a star rating (“Rating”) about each other. Any Ratings or Reviews reflect the opinion of individual Users and do not reflect the opinion of Vignita. Ratings and Reviews are not verified by Vignita for accuracy and may be incorrect or misleading.

10.2 Ratings and Reviews by Students and Organisers must be fair, truthful and factual and may not contain any offensive or defamatory language. Ratings and Reviews must comply with Vignita’s Content Policy.  It is not allowed to misuse reviews or review responses to obtain refunds, compensation, or a reciprocal positive review. Reviews cannot be edited after publication.

10.3 Users are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party write a positive or negative Review about themselves or another User.

11. Rounding off, Currency conversion

11.1 Vignita may, in its sole discretion, round up or round down amounts that are payable from or to Students or Organisers to the nearest whole functional base unit in which the currency is denominated (i.e. to the nearest dollar, euro or other supported currency); for example, Vignita will round up an amount of $101.50 to $102.00, and round down an amount of $101.49 to $101.00. For currencies that are denominated in large numbers, Vignita may determine the functional base unit in which those currencies are denominated to be 10, 100 or 1,000 of the currency; for example, Vignita may round up an amount of 1,045 up to 1,050 and 1,044 down to 1,040, or 837,500 up to 838,000 and 837,499 down to 837,000.

11.2 The Vignita Platform facilitates purchases between Students and Organisers who may prefer to pay in a currency different from their destination currency, which may require currency conversions to accommodate these differing currency preferences. Although the Vignita Platform allows Users to view the price of Listings in a number of currencies, the currencies available for Users to make and receive payments may be limited, and may not include the default currency in any given geographic location. Details regarding currency conversion, including any associated fees, are detailed in the Payments Terms.

12. Taxes

12.1 As a Organiser you are solely responsible for determining your obligations to report, collect, remit or include in your Prices any applicable VAT or other indirect sales taxes ("Taxes").

12.2 Tax regulations may require us to collect appropriate Tax information from Organisers, or to withhold Taxes from payouts to Organisers, or both. If a Organiser fails to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to freeze all payouts, withhold such amounts as required by law, or to do both, until resolution.

12.3 You understand that any appropriate governmental agency, department and/or authority ("Tax Authority") where your Course is located may require Taxes to be collected from Students or Organisers on Prices, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these Taxes may be required to be collected and remitted as a percentage of the Prices set by Organisers, a set amount per course, or other variations.

12.4 In certain jurisdictions, Vignita may decide in its sole discretion to facilitate collection and remittance of Taxes from or on behalf of Students or Organisers, in accordance these Terms ("Collection and Remittance") if such jurisdiction asserts Vignita or Organisers have a Tax collection and remittance obligation. In any jurisdiction in which we decide to facilitate direct Collection and Remittance, you hereby instruct and authorize Vignita (via Vignita Payments) to collect Taxes from Students on the Organiser's behalf at the time Prices are collected, and to remit such Taxes to the Tax Authority. The amount of Taxes, if any, collected and remitted by Vignita will be visible to and separately stated to both Students and Organisers on their respective transaction documents. Where Vignita is facilitating Collection and Remittance, Organisers are not permitted to collect any Taxes being collected by Vignita relating to their Courses in that jurisdiction.

12.5 You agree that any claim or cause of action relating to Vignita's facilitation of Collection and Remittance of Taxes shall not extend to any supplier or vendor that may be used by Vignita in connection with facilitation of Collection and Remittance, if any. Students and Organisers agree that we may seek additional amounts from you in the event that the Taxes collected and/or remitted are insufficient to fully discharge your obligations to the Tax Authority, and agree that your sole remedy for Taxes collected is a refund of Taxes collected by Vignita from the applicable Tax Authority in accordance with applicable procedures set by that Tax Authority.

12.6 Vignita reserves the right, with prior notice to Organisers, to cease the Collection and Remittance in any jurisdiction for any reason at which point Organisers and Students are once again solely responsible and liable for the collection and/or remittance of any and all Taxes that may apply to Courses in that jurisdiction.

13. Prohibited Activities

13.1 You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Vignita Platform. In connection with your use of the Vignita Platform, you will not and will not assist or enable others to:

13.2 You acknowledge that Vignita has no obligation to monitor the access to or use of the Vignita Platform by any User or to review, disable access to, or edit any User Content, but has the right to do so to (i) operate, secure and improve the Vignita Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Users agree to cooperate with and assist Vignita in good faith, and to provide Vignita with such information and take such actions as may be reasonably requested by Vignita with respect to any investigation undertaken by Vignita or a representative of Vignita regarding the use or abuse of the Vignita Platform.

13.3 If you feel that any User you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Vignita by contacting us with your police station and report number (if available); provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.

14. Term and Termination, Suspension and other Measures

14.1 This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Vignita terminate the Agreement in accordance with this provision.

14.2 You may terminate this Agreement at any time via the "Cancel Account" feature on the Vignita Platform or by sending us an email. If you cancel your Vignita Account as a Organiser, any confirmed purchase(s) will be automatically cancelled and your Students will receive a full refund. If you cancel your Vignita Account as a Student, any confirmed purchase(s) will be automatically cancelled and any refund will depend upon the terms of the Listing’s cancellation policy.

14.3 Without limiting our rights specified below, Vignita may terminate this Agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address.

14.4 Vignita may immediately, without notice terminate this Agreement if (i) you have materially breached your obligations under these Terms, the Payments Terms, our Policies or Standards, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Vignita believes in good faith that such action is reasonably necessary to protect the personal safety or property of Vignita, its Users, or third parties (for example in the case of fraudulent behavior of a User).

14.5 In addition, Vignita may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, the Payments Terms, our Policies or Standards, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Vignita Account registration, Listing process or thereafter, (iv) you and/or your Listings or Education services at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor Ratings or Reviews or Vignita otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed purchases or failed to respond to purchase requests without a valid reason, or (vii) Vignita believes in good faith that such action is reasonably necessary to protect the personal safety or property of Vignita, its Users, or third parties, or to prevent fraud or other illegal activity:

In case of non-material breaches and where appropriate, you will be given notice of any intended measure by Vignita and an opportunity to resolve the issue to Vignita's reasonable satisfaction.

14.6 If we take any of the measures described above (i) we may refund your Students in full for any and all confirmed purchases that have been cancelled, irrespective of preexisting cancellation policies, and (ii) you will not be entitled to any compensation for pending or confirmed purchases that were cancelled.

14.7 When this Agreement has been terminated, you are not entitled to a restoration of your Vignita Account or any of your User Content. If your access to or use of the Vignita Platform has been limited or your Vignita Account has been suspended or this Agreement has been terminated by us, you may not register a new Vignita Account or access and use the Vignita Platform through an Vignita Account of another User.

14.8 If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.

15. Disclaimers

If you choose to use the Vignita Platform or Collective Content, you do so voluntarily and at your sole risk. The Vignita Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied.

You agree that you have had whatever opportunity you deem necessary to investigate the Vignita Services, laws, rules, or regulations that may be applicable to your Listings and/or Education services you are receiving and that you are not relying upon any statement of law or fact made by Vignita relating to a Listing.

If we choose to conduct identity verification or background checks on any User, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a User or guarantee that a User will not engage in misconduct in the future.

You agree that some Courses, Events or other Education services may carry inherent risk, and by participating in those Education services, you choose to assume those risks voluntarily. For example, some Education services may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those Education services. You assume full responsibility for the choices you make before, during and after your participation in a Organiser Service. If you are bringing a minor as an additional Student, you are solely responsible for the supervision of that minor throughout the duration of your Organiser Service and to the maximum extent permitted by law, you agree to release and hold harmless Vignita from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to that minor during the Organiser Service or in any way related to your Organiser Service.

The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

16. Liability

16.1 Unless you reside in the EU, you acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Vignita Platform and Collective Content, your publishing or purchasing of any Listing via the Vignita Platform, your participation in any Course or Event or use of any other Organiser Service or any other interaction you have with other Users whether in person or online remains with you. Neither Vignita nor any other party involved in creating, producing, or delivering the Vignita Platform or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Vignita Platform or Collective Content, (iii) from any communications, interactions or meetings with other Users or other persons with whom you communicate, interact or meet with as a result of your use of the Vignita Platform, or (iv) from your publishing or purchasing of a Listing, including the provision or use of a Listing’s Education services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Vignita has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Organisers pursuant to these Terms or an approved payment request under the Vignita Organiser Guarantee, in no event will Vignita’s aggregate liability arising out of or in connection with these Terms and your use of the Vignita Platform including, but not limited to, from your publishing or purchasing of any Listings via the Vignita Platform, or from the use of or inability to use the Vignita Platform or Collective Content and in connection with any Courses, Event or other Organiser Service, or interactions with any other Users, exceed the amounts you have paid or owe for purchasings via the Vignita Platform as a Student in the twelve (12) month period prior to the event giving rise to the liability, or if you are a Organiser, the amounts paid by Vignita to you in the twelve (12) month period prior to the event giving rise to the liability, or one hundred U.S. dollars (US$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Vignita and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. If you reside outside of the U.S., this does not affect Vignita’s liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.

16.2 If you reside in the EU, Vignita is liable under statutory provisions for intent and gross negligence by us, our legal representatives, directors, or other vicarious agents. The same applies to the assumption of guarantees or any other strict liability, or in case of a culpable injury to life, limb, or health. Vignita is liable for any negligent breaches of essential contractual obligations by us, our legal representatives, directors, or other vicarious agents. Essential contractual obligations are such duties of Vignita in whose proper fulfilment you regularly trust and must trust for the proper execution of the contract but the amount shall be limited to the typically occurring foreseeable damage. Any additional liability of Vignita is excluded.

17. Indemnification

You agree to release, defend (at Vignita’s option), indemnify, and hold Vignita and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies or Standards, (ii) your improper use of the Vignita Platform or any Vignita Services, (iii) your interaction with any User, participation in a Course, Event or other Organiser Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, study, participation or use, (iv) Vignita’s Collection and Remittance of Taxes, or (v) your breach of any laws, regulations or third party rights.

18. Dispute Resolution and Arbitration Agreement

18.1 This Dispute Resolution and Arbitration Agreement shall apply if you (i) reside in Norway; or (ii) do not reside in Norway, but bring any claim against Vignita in Norway (to the extent not in conflict with Section 20).

18.2 Overview of Dispute Resolution Process. Vignita is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom Section 18.1 applies: (1) an informal negotiation directly with Vignita’s customer service team, and (2) a binding arbitration administered by “Forliksrådet”  (“Consolidation board”) using its specially designed Consumer Arbitration Rules (as modified by this Section 18). Specifically, the process provides:

18.3 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Vignita each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Vignita’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with Forliksrådet and the written Demand for Arbitration (available at www.forliksraadet.no) provided to the other party, as specified in Forliksrådet Rules.

18.4 Agreement to Arbitrate. You and Vignita mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the Vignita Platform, the Education services, or the Collective Content (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Vignita agree that the arbitrator will decide that issue.

18.5 Exceptions to Arbitration Agreement. You and Vignita each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

18.6 Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by Forliksrådets in accordance with the Consumer Arbitration Rules (the “Forliksrådets Rules“) then in effect, except as modified here. Forliksrådet Rules are available at www.forliksraadet.no or by contacting your local conciliation/spokesman at the police.

18.7 Modification to Forliksrådets Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Vignita agrees that any required arbitration hearing may be conducted, at your option, (a) in the county where you reside; (b) in Norway; (c) in any other location to which you and Vignita both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under 100000,- NOK by solely the submission of documents to the arbitrator.

18.8 Modification of Forliksrådets Rules - Attorney’s Fees and Costs. You may be entitled to seek an award of attorney fees and expenses if you prevail in arbitration, to the extent provided under applicable law and Forliksrådet rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, Vignita agrees it will not seek, and hereby waives all rights it may have under applicable law or Forliksrådet rules, to recover attorneys’ fees and expenses if it prevails in arbitration.

18.9 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

18.10 Jury Trial Waiver. You and Vignita acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.

18.11 No Class Actions or Representative Proceedings. You and Vignita acknowledge and agree that we are each waiving the right to participate as a plaintiff or class User in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and Vignita both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.

18.12 Severability. Except as provided in Section 18.11, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

18.13 Changes. Notwithstanding the provisions of Section 3 (“Modification of these Terms”), if Vignita changes this Section 18 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Vignita’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Vignita in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).

18.14 Survival. Except as provided in Section 18.12 and subject to Section 14.8, this Section 18 will survive any termination of these Terms and will continue to apply even if you stop using the Vignita Platform or terminate your Vignita Account.

19. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Vignita Platform (“Feedback“). You may submit Feedback by emailing us, through the “Contact” section of the Vignita Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

20. Applicable Law and Jurisdiction

20.1 If you reside in Norway, these Terms will be interpreted in accordance with the laws of Norway, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 18 must be brought in federal court in Norway, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Norway.

20.2 If you reside outside of Norway, these Terms will be interpreted in accordance with Norwegian law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. The choice of law does not impact your rights as a consumer according to the consumer protection regulations of your country of residence. If you are acting as a consumer, you agree to submit to the non-exclusive jurisdiction of the Norwegian courts. Judicial proceedings that you are able to bring against us arising from or in connection with these Terms may only be brought in a court located in Norway or a court with jurisdiction in your place of residence. If Vignita wishes to enforce any of its rights against you as a consumer, we may do so only in the courts of the jurisdiction in which you are a resident. If you are acting as a business, you agree to submit to the exclusive jurisdiction of the Norwegian courts.

21. General Provisions

21.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Vignita and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Vignita and you in relation to the access to and use of the Vignita Platform.

21.2 No joint venture, partnership, employment, or agency relationship exists between you and Vignita as a result of this Agreement or your use of the Vignita Platform.

21.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

21.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

21.5 Vignita’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

21.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Vignita's prior written consent. Vignita may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.

21.7 Unless specified otherwise, any notices or other communications to Users permitted or required under this Agreement, will be in writing and given by Vignita via a Vignita Platform notification, or messaging service. For notices made to Users the date of receipt will be deemed the date on which Vignita transmits the notice.

21.8 If you reside in the EU you can access the European Commission’s online dispute resolution platform here: http://ec.europa.eu/consumers/odr. Please note that Vignita is not committed nor obliged to use an alternative dispute resolution entity to resolve disputes with consumers.

21.9 If you have any questions about these Terms please email us.

22. Intellectual Property Rights

22.1. Site and Service. The Service, Site and the API, including all Content contained or displayed on the Site or Service (excluding Customer Data and User Submissions), are the property of vignita.com and may be protected by applicable copyright or other intellectual property laws and treaties. Title and full, exclusive ownership rights in the Service and the Site (and all parts of either, including the Content), and all reproductions, corrections, modifications, enhancements and improvements, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including data related your usage of the Site and Service (excluding Customer Data and User Submissions), and vignita.com's intellectual property, and any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary to vignita.com (or its third party providers). “vignita.com”, the vignita.com logo, and other marks are Marks of vignita.com or its affiliates. All other trademarks, service marks, and logos used on the Site or Service are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Service, Site and the Content.

22.2. Customer Data. The intellectual property and all other rights, title and interest of any nature in and to Customer Data contained are and shall remain the exclusive property of the Organization and the Organization shall have the right at its sole discretion to access, and/or limit your access and/or remove and/or assign the ownership to any of the Customer Data you have generated, including but not limited to, Customer Data contained in Private Courses and/or Shareable Courses you have owned or contributed to. To the extent, the Organization shall submit a request to vignita.com with respect to the access and/or removal and/or ownership of the customer Data, as specified in this Section 22. 2, vignita.com shall accept and follow such request. Except as expressly set forth herein, nothing in these Terms shall be construed as transferring any rights, title or interests to Customer Data to vignita.com or any third party.

22.3. Feedback. It is anticipated that you, as an Authorized User or a Site's user, may provide suggestions, comments or other feedback to the vignita.com Service, the API (in case you are the Admin) and/or the Site (“Feedback”). Feedback shall be deemed the sole property of vignita.com. Without derogating from the above, vignita.com will be free to adopt such Feedback for any of its products or services, use it in any other manner, disclose, reproduce, license or otherwise distribute and exploit the Feedback provided to it as it sees, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. You and Your Organization hereby waive any right to the Feedback, including but limited to, moral rights and any right for royalties or any other consideration. Without derogating from the above, you hereby grant us a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform any information and/or content that you post, disclose, publish or otherwise make available in the course of vignita.com's webinars, customer forums/blogs, community forums/blogs or any other similar event or venue, including without limitation for publishing and redistributing part or all of such information and/or content (and derivative works thereof) in any media formats and through any media channels and, and you hereby waive any moral rights in such information and/or content, to the extent permitted by law.

23. Restrictions

Except as expressly permitted in these Terms, you may not, and shall not allow an Authorized User or any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, sell, display, transmit, broadcast, transfer or distribute any portion of the Service or the Site to any third party, including, but not limited to your affiliates, or use the Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Site or Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service or Site; (iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Service or Site, or any components thereof; (iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Service or Site, or any part thereof; (v) use any robot, spider, scraper, or other automated means to access or monitor the Service or Site for any purpose; (vi) take any action that imposes or may impose (at vignita.com's sole discretion) an unreasonable or disproportionately large load on the vignita.com infrastructure or infrastructure which supports the Site or Service; (vii) interfere or attempt to interfere with the integrity or proper working of the Service or Site, or any related activities; (viii) remove, deface, obscure, or alter vignita.com's or any third party's identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service or Site, or use or display logos of the Service or Site without vignita.com’s prior written approval; (ix) use vignita.com’s Marks without our prior written consent; (x) use the Service or Site to develop a competing service or product; (xi) use the Service or Site to send unsolicited or unauthorized commercial communications; and/or (xii) use the Service or Site in any unlawful manner, for any harmful, irresponsible, or inappropriate purpose, or in breach of these Terms, any terms and conditions of any third-party product or service you use, or agreement you have entered into with any third party. Without derogating from the above, each Organization agrees to remain liable to vignita.com for any act or omission of an Authorized User that would constitute a breach of these Terms if such acts or omissions were by you.