Overview
These Terms of Service ("Terms") govern your access to and use of Vincore's websites, products, and services, including the Echo intelligence platform, our community strategy, build, moderation, and incident response services (collectively, the "Services").
By accessing or using the Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.
Definitions
For the purposes of these Terms:
- "Vincore," "we," "us" means Vincore, Inc., a Delaware corporation.
- "Customer," "you" means the organization or individual entering into these Terms.
- "Services" means our websites, the Echo platform, and our strategy, architecture, applications, and moderation services.
- "Community" means the Discord server(s) or other channels on which we provide Services for you.
- "Order Form" means the document or order describing the specific Services, fees, and term agreed in writing.
Eligibility & accounts
You must be at least eighteen (18) years of age and able to form a binding contract to use the Services. You are responsible for keeping your account credentials secure and for all activity that occurs under your account.
You agree to provide accurate, current, and complete information when registering and to keep it updated.
The services
Vincore will provide the Services described in your Order Form. We may update or improve the Services from time to time. We will not materially reduce the core functionality of a Service you have already paid for without giving you reasonable advance notice.
Where a Service includes human moderation, we will provide trained personnel under our employment or contract, subject to confidentiality and the operating principles described in your Order Form.
Your obligations
You agree that you and your end users will not, and will not permit others to:
- Use the Services in violation of any applicable law, regulation, or third-party right.
- Use the Services to harass, defraud, or harm any person, or to operate communities that exist primarily to facilitate such conduct.
- Reverse engineer, decompile, or attempt to extract the source code of the Echo platform or any other Vincore software, except to the limited extent that such restrictions are prohibited by law.
- Use the Services in violation of Discord's Terms of Service, Community Guidelines, or other applicable platform rules.
- Resell, sublicense, or commercialize the Services without our written consent.
Fees and payment
Fees, billing frequency, and payment terms are set out in your Order Form. Unless otherwise stated, fees are quoted in U.S. dollars and are exclusive of taxes. You are responsible for any taxes other than those based on our net income.
Unpaid amounts more than thirty (30) days past due accrue interest at the lesser of 1.0% per month or the maximum permitted by law. We may suspend Services for material non-payment after notice.
Intellectual property
As between the parties, Vincore retains all right, title, and interest in and to the Echo platform, our methodologies, and any tools, software, or templates we use to deliver the Services.
Subject to your full payment, we assign or license to you the deliverables we specifically produce for your Community (such as channel architecture documentation, custom apps built on your infrastructure, and SOPs), as further described in your Order Form. Each party retains its pre-existing intellectual property.
Confidentiality
Each party may receive information of the other that is confidential or proprietary ("Confidential Information"). The receiving party will use Confidential Information only to perform under these Terms and will protect it with the same care it uses to protect its own confidential information, in no case less than reasonable care.
Confidential Information does not include information that is publicly available, was already known to the recipient without obligation, or is independently developed without reference to the disclosing party's information.
Discord-specific terms
When we operate on a Discord server on your behalf, you grant us access to administrative tooling as needed to perform Services. You remain the controller of your Community and are responsible for the content posted by your members. Vincore is not affiliated with Discord, Inc.
We will operate in accordance with Discord's published platform policies. If those policies conflict with an instruction you give us, we will tell you and follow the platform policy.
Third-party services
The Services may interoperate with third-party platforms (including Discord, payment processors, and analytics providers). Your use of those platforms is governed by their own terms. We are not responsible for the acts, omissions, or content of third parties.
Privacy
Our Privacy Policy describes how we collect and use information about visitors to our websites and individuals whose data is processed through the Services. Where we process personal data on your behalf, we will do so under a Data Processing Agreement (DPA) executed between the parties.
Term and termination
These Terms remain in effect for the term stated in your Order Form. Either party may terminate for material breach not cured within thirty (30) days of written notice. We may suspend Services immediately if continued operation would violate law, infringe a third-party right, or pose a security risk.
Upon termination, we will provide a reasonable handover of materials specifically produced for you and will cease processing your data, subject to the data retention terms in the Privacy Policy and DPA.
Disclaimers
Except as expressly set forth in these Terms, the Services are provided on an "AS IS" and "AS AVAILABLE" basis. Vincore disclaims all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.
We do not warrant that the Services will be uninterrupted or error-free, or that any content or data will not be lost, altered, or disclosed.
Limitation of liability
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or business opportunity.
Each party's total cumulative liability arising out of or related to these Terms will not exceed the fees paid or payable by Customer to Vincore in the twelve (12) months preceding the event giving rise to liability.
These limitations apply regardless of the form of action and even if a remedy fails of its essential purpose.
Indemnification
Each party will defend, indemnify, and hold harmless the other from third-party claims arising out of: (a) its breach of these Terms; (b) its gross negligence or willful misconduct; or (c) for Customer, the content of its Community or instructions given to Vincore.
Governing law and disputes
These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law principles. The parties agree to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware for any dispute not subject to arbitration.
Any dispute, claim, or controversy arising out of these Terms that is not resolved within thirty (30) days of written notice will be resolved by binding arbitration administered by JAMS under its applicable rules, except that either party may seek injunctive or equitable relief in court.
Changes to these terms
We may update these Terms from time to time. If we make a material change, we will provide reasonable notice (such as by email or via the Services). Your continued use of the Services after the effective date of the update constitutes acceptance of the revised Terms.
Contact
Questions about these Terms can be sent to legal@vincore.gg. Notices to Vincore must be sent to that address and, if required to be in writing, also by overnight courier to the registered address on file.