Vinny Terms of Use

Last updated: December 5, 2025

These Terms of Use ("Terms") govern your access to and use of the Vinny professional artificial intelligence ("AI") assistant platform ("Vinny"), including the web interface, APIs, related websites, documentation, and subscription services (collectively, the "Service"). The Service is owned and operated by Vinny AI, LLC, together with its subsidiaries and affiliates (collectively, "Vinny AI," "we," "us," or "our").

By accessing or using the Service, you agree to be bound by these Terms. If you are using the Service on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity, and "you" and "your" refer to that entity.

THESE TERMS CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND US. PLEASE READ CAREFULLY THROUGH ALL SECTIONS OF THESE TERMS. YOUR ACCESS TO AND USE OF THE SERVICE IS SUBJECT TO THESE TERMS AND ALL APPLICABLE LAWS AND WE RESERVE THE RIGHT TO TERMINATE YOUR ACCESS TO THE SERVICE IF YOU VIOLATE THESE TERMS. BY CLICKING ON LINKS WITHIN THE SERVICE OR WEBPAGES BEYOND THE SERVICE'S HOMEPAGE OR BY CLICKING ON A BOX OR ICON YOU AGREE TO THESE TERMS WHETHER OR NOT YOU COMPLETE A TRANSACTION WITH US AND WHETHER OR NOT YOU COMPLETE YOUR TRANSACTION THROUGH THE SERVICE OR THROUGH OTHER CHANNELS, SUCH AS BY TELEPHONE, EMAIL, FACSIMILE OR OTHERWISE. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE SERVICE AVAILABLE THROUGH THIS WEBSITE, OR ANY INFORMATION CONTAINED ON THIS SERVICE.

MANDATORY ARBITRATION NOTICE AND CLASS ACTION AND JURY TRIAL WAIVER. These Terms contain a mandatory (binding) arbitration provision and class action and jury trial waiver clauses. Except for certain types of disputes described in the arbitration section below or where prohibited by applicable law, you agree that disputes between you and us regarding your use of the Service will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration, including as a class representative. The arbitrator's decision will be subject to very limited review by a court. You will be entitled to a fair hearing, but the arbitration procedures are simpler and more limited than rules applicable in court. For more details, see below.

In addition to these Terms, your use of certain services may be governed by additional agreements.

1. Overview of the Service

1.1 About Vinny

Vinny is an AI-powered legal chat assistant designed to help legal and business professionals with information, analysis, drafting assistance, and workflows related to business law and operations. Vinny does not act as your attorney, does not provide legal services, and does not practice law.

1.2 No Attorney-Client Relationship; No Legal Advice

(a) Your use of the Service does not create an attorney-client relationship or any other fiduciary relationship between you (or your organization) and Vinny or us.

(b) The Service provides general informational content and drafting assistance and is not tailored to your specific facts, jurisdiction, or matter, unless expressly stated otherwise.

(c) The Service and any Outputs (as defined in Section 5 below) are not legal advice, are not a legal opinion, and are not a recommendation about what you should do in a particular legal situation.

(d) You are solely responsible for:

Assessing the applicability of any Output to your situation;
Confirming accuracy, completeness, and legal sufficiency;
Obtaining advice from qualified legal counsel before relying on or acting upon any Output; and
Ensuring that your use of the Service complies with all laws, regulations, and professional rules applicable to you.

1.3 No Practice of Law; Regulatory Status

(a) The Service is not registered with or regulated by any bar association or regulatory body as a legal services provider.

(b) You acknowledge and agree that:

The Service does not provide legal representation or advocacy;
The Service does not appear in court, draft or sign pleadings, or communicate with opposing parties or regulators on your behalf; and
The Service is not engaged in the practice of law as defined under any jurisdiction's laws or professional conduct rules.

(c) If you are unsure whether your use of the Service could implicate rules on the unauthorized practice of law, you should consult a qualified attorney in your jurisdiction before using the Service for work involving third parties or clients.

2. Eligibility and Accounts

2.1 Eligibility

If you access or use the Service, you agree that:

Your use of the Service is subject to and governed by these Terms;
You are at least 18 years of age;
You will use the Service solely as intended in the normal course of business;
You will always act in accordance with the law and custom, and in good faith;
You will comply with and be bound by these Terms as they appear on the Service each time you access and use the Service;
Each use of the Service by you indicates and confirms your agreement to be bound by these Terms;
These Terms are a legally binding agreement between you and us that will be enforceable against you;
You have the legal capacity to enter into a binding contract; and
You are not barred from using the Service under applicable law.

2.2 Account Registration

To access certain features (including subscriptions), you must create an account and provide accurate and complete information. You agree to:

Keep your account information current, correct, and complete;
Maintain the security of your login credentials; and
Notify us promptly of any unauthorized use or security breach.

You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Service or portions of it using your username, password, or other security information. You shall bear the entire risk for any use thereof, whether you have authorized such use and whether or not you are negligent. If you permit other persons to use your computer or mobile device, login information or any other means to access the Service, you will be held responsible for any transactions they undertake, and we will not be liable for any damages resulting to you.

You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you sign out of or exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any reason, including if, in our opinion, you have violated any provision of these Terms.

2.3 Use on Behalf of an Organization

If you create an account or use the Service on behalf of an organization:

You represent that you are authorized to bind that organization;
Your organization is responsible for all activity under its accounts; and
References to "you" include both you individually and your organization.

2.4 Accessing the Service

We reserve the right to withdraw or amend the Service, in our sole discretion and without notice. We will not be liable if, for any reason, all or any part of the Service is unavailable at any time or for any period. From time to time, in our sole discretion and without notice, we may restrict access to some parts of the Service, or the entire Service, to users, including registered users.

You are responsible for both:

Making all arrangements necessary for you to have access to the Service.
Ensuring that all persons who access the Service through your internet connection are aware of these Terms and comply with them.

3. Subscriptions, Fees, and Payment

3.1 Subscription Plans

Access to certain features may require a paid subscription ("Subscription"). The details of each Subscription (e.g., price, term, usage limits, support levels) are described at the point of purchase or in an applicable order form ("Order").

3.2 Billing and Payment

(a) You authorize us (or our payment processor) to charge all applicable fees using your selected payment method on the billing schedule specified in your Subscription or Order.

(b) You agree to maintain valid payment information and to pay all amounts when due.

3.3 Renewals and Cancellations

(a) Subscriptions will automatically renew for successive periods equal to the initial term (e.g., monthly or annually) unless you cancel before the end of the then-current term or as otherwise specified in your Order.

(b) You may cancel through your account settings or by following the cancellation instructions provided. Cancellation will take effect at the end of the current billing period.

(c) Upon cancellation, you will retain access to the Service through the end of your paid term; no refunds are provided for partial periods unless required by applicable law.

3.4 Changes to Fees

We may change Subscription fees or introduce new charges by providing advance notice (for example, via email or in-product notification). Fee changes will apply at the start of the next renewal term. Your continued use after the effective date constitutes acceptance of the new fees.

3.5 Taxes

Fees are exclusive of any applicable taxes (e.g., sales, use, VAT). You are responsible for all such taxes, excluding taxes based on our net income.

4. Acceptable Use and User Responsibilities

4.1 General Use Restrictions

You agree not to, and not to permit any third party to:

Use the Service in violation of any applicable law or regulation;
Use the Service in any way that would cause the Service to be treated as providing legal services directly to consumers or the public where doing so would constitute the unauthorized practice of law;
Use the Service in any way that changes or alters the Service;
Use the Service to transmit any advertisements, solicitations, schemes, spam, flooding, or other unsolicited email and commercial communications;
Use the Service to generate or disseminate content that is illegal, harmful, infringing, deceptive, or otherwise objectionable;
Misrepresent any Output as (a) legal advice from a licensed attorney, (b) a formal legal opinion, or (c) having been prepared or approved by a law firm or attorney when that is not the case;
Use the Service to create, train, or improve competing AI or machine learning models;
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, or underlying systems of the Service, except to the extent such restriction is prohibited by applicable law;
Bypass, interfere with, or attempt to defeat any security, rate limiting, or access controls;
Transmit any harmful or disabling computer codes or viruses;
Harvest email addresses from the Service;
Unlawfully impersonate or otherwise misrepresent your affiliation with any person or entity;
Use the Service in any way that dilutes or depreciates our or any of our affiliates' name and reputation;
Use automated means (e.g., bots, scrapers) to access the Service except as expressly permitted by an API agreement; or
Interfere with or disrupt the integrity or performance of the Service or others' use of it.

4.2 Professional and Compliance Obligations

If you are a legal professional or other regulated professional:

You remain responsible for complying with all applicable rules of professional conduct, confidentiality rules, client communication and supervision duties, and any other regulatory obligations;
You must review and validate all Outputs before using them in any professional work product or advice; and
You will not present Outputs to clients or third parties as a substitute for your own professional judgment or as the work product of a licensed attorney unless you have independently reviewed, adapted, and taken responsibility for them.

4.3 Your User Content and Inputs

(a) You may submit content, documents, text, ideas, remarks, data (including personal data), prompts, or other materials to the Service ("User Content"). You agree User Content will not include:

Violent, obscene, sexually explicit, discriminatory, hateful, threatening, abusive, defamatory, offensive, harassing, or otherwise objectionable content or images;
Content or images that infringe or violate someone else's rights, including intellectual property, contract, or privacy rights; or
Any unlawful confidential, proprietary or trade secret information.

(b) You acknowledge that you are solely responsible for all User Content you submit to the Service, including:

The accuracy, quality, and legality of your User Content;
Ensuring that you have all necessary rights and permissions to submit and use User Content in connection with the Service;
Not uploading User Content that includes personal data, a third party's intellectual property, or confidential, proprietary, or trade secret information of others without appropriate notice, consent, or other lawful basis.

(c) If you are using the Service under an enterprise or team agreement, additional terms and configuration options about how your content is handled may apply. Those terms will control in the event of any conflict with this general description.

4.4 Data Security & Confidentiality

We implement reasonable administrative, technical, and physical safeguards designed to protect User Content and personal information, as described in our Privacy Policy. However, no system is perfectly secure, and you acknowledge that you provide information at your own risk and that you remain responsible for your own security practices (e.g., access controls, password management).

4.5 No Model Training on Your Data

(a) We do not use your User Content or Outputs (collectively, User Content and Outputs shall be "Data") to train or retrain the core large language models that power the Service, or any other general-purpose AI models.

(b) Your User Content may be temporarily processed and stored as needed to:

Deliver the Service and generate Outputs;
Maintain and secure the Service (including fraud and abuse monitoring, debugging, and incident response); and
Provide customer support at your request.

(c) We may use de-identified and aggregated operational metrics (for example, usage counts, performance statistics, and error rates) to monitor and improve the Service, but those metrics do not include your identifiable User Content and are not used to train the underlying models.

(d) Additional details, including retention periods and security measures, are described in our Privacy Policy.

4.6 Our Use of Your Data

We may use your Data and may do so through automated or manual human review and through third-party vendors in some instances, including for the following purposes:

(a) Maintain and improve the Service and our other processes and procedures;

(b) Conduct and support research;

(d) Remove unsafe, discriminatory, or other User Content that violates these Terms; or

(e) Suspend, block, or remove users or accounts.

5. Outputs and Intellectual Property

5.1 Service Outputs

The Service generates responses, drafts, summaries, and other materials based on your User Content and other inputs ("Outputs"). Outputs may include text that is similar to existing content in public or licensed data. The Service provides Outputs that are artificially generated and may contain inaccuracies.

We may store Outputs in your account so that you can review prior conversations and drafts.

Outputs may sometimes be similar for different users if similar prompts are submitted. Outputs are not treated as confidential or unique to any one user unless otherwise agreed in a separate contract.

5.2 Your Rights in Outputs

Subject to your compliance with these Terms and payment of all applicable fees:

As between you and us, and to the maximum extent permitted by law, you may use the Outputs for your internal business purposes, including in your work product, subject to these Terms.
You acknowledge that Outputs are generated by an AI system that is not a lawyer and that all Outputs require your independent review and legal judgment before being used, shared, or relied upon.

IF YOU PLAN TO USE OUTPUTS FOR ANY REASON, IT IS YOUR SOLE RESPONSIBILITY TO VERIFY ANY OUTPUT. OUTPUT MAY NOT BE ACCURATE, COMPLETE, OR WITH CURRENT INFORMATION. THE SERVICE MAY GENERATE CONTENT THAT YOU CONSIDER OFFENSIVE OR OBJECTIONABLE AND/OR THAT DO NOT REPRESENT OUR VIEWS. BY USING THE SERVICE, YOU AGREE THAT YOU ARE RESPONSIBLE AND LIABLE FOR YOUR USE OF AND ANY ACTIONS YOU TAKE IN RELATION TO ANY OUTPUT.

5.3 Our Rights in the Service

We and our licensors own all rights, title, and interest in and to:

The Service and its underlying software, models, algorithms, and infrastructure;
All improvements, modifications, and derivative works thereof; and
Our trademarks, logos, and branding.

Except for the limited rights of access and use expressly granted in these Terms, no license, rights, title, or interest in or to the Service are granted to you by implication, estoppel, or otherwise.

5.4 Feedback

If you provide communications, feedback, suggestions, or ideas to us through the Service ("Feedback"), you grant us a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, freely transferable, and freely sublicensable license to use reproduce, modify, adapt, publish, translate, create derivative works from, redistribute, and display that Feedback for any purpose, including improving and marketing the Service, without any obligation or compensation to you.

6. Privacy and Data Use

6.1 Privacy Policy

Our collection, use, and disclosure of personal information in connection with the Service are described in our Privacy Policy. Although not part of these Terms, we encourage you to read it to better understand how you can update, manage, access, and delete your information.

6.2 Compliance with Law

We may disclose your information, including your Data, if reasonably necessary to:

Comply with applicable laws, regulations, legal processes, or governmental requests; and
Protect the rights, property, or safety of our users, the public, or the Service.

7. Third-Party Services and Integrations

7.1 Third-Party Services

The Service may integrate with or rely on third-party services, platforms, or tools ("Third-Party Services"). You acknowledge and agree that your use of Third-Party Services is subject to the terms and privacy policies of those third parties, not these Terms.

7.2 No Endorsement or Responsibility

We do not control and are not responsible or liable for:

The availability, accuracy, truthfulness, quality, completeness, functionality, or security of Third-Party Services; or
Any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any Third-Party Service.

YOU AGREE THAT WE WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SERVICES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR ANY DAMAGES OR LOSSES CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD PARTY.

Any reference on the Service to any product, service, publication, institution, or organization of any third-party entity or individual does not constitute or imply our endorsement or recommendation.

8. Disclaimers

8.1 No Legal Advice; Informational Use Only

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND ALL OUTPUTS ARE PROVIDED FOR GENERAL INFORMATIONAL AND OPERATIONAL SUPPORT PURPOSES ONLY AND DO NOT CONSTITUTE LEGAL, TAX, OR OTHER PROFESSIONAL ADVICE. YOU SHOULD CONSULT QUALIFIED COUNSEL OR OTHER APPROPRIATE LICENSED PROFESSIONALS BEFORE MAKING ANY DECISIONS OR TAKING OR REFRAINING FROM ANY ACTION BASED ON THE SERVICE OR ANY OUTPUT.

8.2 No Guarantee of Accuracy or Suitability

Your use of the Service is at your own risk. AI systems can generate incorrect, incomplete, or outdated information and may not reflect current laws, regulations, or guidance. WE DO NOT WARRANT OR GUARANTEE THAT:

THE SERVICE OR OUTPUTS, ANY CONTENT, OR OTHER POSTED MATERIALS WILL BE ACCURATE, COMPLETE, CURRENT, TIMELY, RELIABLE, OR ERROR-FREE;
ANY PARTICULAR RESULT OR OUTCOME WILL BE ACHIEVED; OR
THE SERVICE OR OUTPUTS ARE SUITABLE OR LEGALLY SUFFICIENT FOR YOUR SPECIFIC USE CASE, TRANSACTION, OR JURISDICTION.

8.3 Service Provided "AS IS"

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

BY PROVIDING THE SERVICE, WE DO NOT IN ANY WAY PROMISE THAT THE SERVICE WILL REMAIN AVAILABLE TO YOU. WE ARE ENTITLED TO TERMINATE ALL OR PART OF ANY OF THE SERVICE AT ANY TIME, IN OUR SOLE DISCRETION WITHOUT NOTICE TO YOU.

9. Limitation of Liability

WE CANNOT GUARANTEE THE SERVICE WILL BE AVAILABLE ONE HUNDRED PERCENT (100%) OF THE TIME BECAUSE PUBLIC NETWORKS, SUCH AS THE INTERNET, OCCASIONALLY EXPERIENCE DISRUPTIONS. ALTHOUGH WE STRIVE TO PROVIDE THE MOST RELIABLE WEBSITE REASONABLY POSSIBLE, INTERRUPTIONS AND DELAYS IN ACCESSING THE SERVICE ARE UNAVOIDABLE AND WE DISCLAIM ANY LIABILITY FOR DAMAGES RESULTING FROM SUCH PROBLEMS.

9.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY:

DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; OR
LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES;

ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE OR RELIANCE ON ANY OUTPUT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID TO US FOR THE SERVICE DURING THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF YOU HAVE NOT PAID ANY FEES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING THE SERVICE.

9.3 Basis of the Bargain

The limitations and exclusions of liability in this Section are fundamental elements of the basis of the bargain between you and us and shall apply even if any remedy fails of its essential purpose.

10. Indemnification

You agree to indemnify, defend, and hold harmless us and our subsidiaries and affiliates, and each of their and our respective officers, directors, shareholders, employees, agents, representatives, clients, contractors, and third-party service providers from and against any and all claims, demands, actions, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

Your use or misuse of the Service or Outputs;
Your User Content, including alleged infringement, misappropriation, or violation of any third-party rights;
Your violation of these Terms or any applicable law or regulation;
Your violation of any professional or regulatory obligations, including any presentation of Outputs as legal advice or as the work product of a licensed attorney without appropriate review and oversight.

We may, at our discretion, assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate with us in defending such claims and that such assumption of defense and control shall not excuse your indemnity obligations.

11. Suspension and Termination

11.1 Suspension

We may temporarily suspend or limit your access to the Service for any reason, including if:

We reasonably believe you have violated these Terms or applicable law;
Your use poses a security risk or could adversely impact the Service or other users; or
We are required to do so by law or a governmental authority.

11.2 Termination by You

You may stop using the Service at any time. If you wish to terminate your Subscription, you must follow the cancellation process described in Section 3.3.

11.3 Termination by Us

We may terminate your account or access to the Service, in whole or in part, without notice for any reason, including if:

You materially breach these Terms and fail to cure within a reasonable period after notice (if curable); or
We discontinue the Service in whole or in substantial part.

11.4 Effect of Termination

Upon termination:

Your right to use the Service will immediately cease;
We may, but are not obligated to, retain your User Content for a limited period consistent with our data retention practices and our Privacy Policy; and
Any provisions that by their nature should survive (including but not limited to Sections 1.2–1.3, 3 (for amounts owed), 4.3–4.5, 5–10, 12–15) will survive termination.

12. Modifications to the Service and Terms

12.1 Changes to the Service

We may update, enhance, or modify the Service from time to time, including adding or removing features or functionality. Where changes materially reduce core functionality for paid users, we will use reasonable efforts to provide prior notice.

12.2 Changes to These Terms

We may change, update, add, or remove provisions of these Terms at any time. When we do:

We will indicate the "Last updated" date at the top of these Terms; and
For material changes, we may provide additional notice (e.g., via email or in-product message), but are not obligated to.

You waive any right you may have to receive specific notice of such changes to these Terms except for changes to our agreement to arbitration, which is discussed more fully below. Your continued use of the Service after the effective date of any updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Service.

13. Mandatory Arbitration and Class Action Waiver

Most concerns can be resolved quickly and to your satisfaction by contacting us as set forth in the "Contact Information" section below.

In the event that we are not able to resolve a dispute, and with the exception of the claims for injunctive relief by us as described above and to the extent allowed by law, you hereby agree that either you or we may require any dispute, claim, or cause of action ("Claim") between you and us or any third parties arising out of use of the Services and any other actions with us (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory) to be arbitrated on an individual (non-class) basis. Claims also include, except as otherwise provided herein, disputes related to the coverage, applicability, arbitrability, enforceability, formation, scope, or validity of these Terms, including this Arbitration provision, all of which shall be subject to the sole power of the arbitrator as described herein. Notwithstanding anything else herein, the enforceability of the Class Action Waiver shall be determined by a court. In addition, both parties retain the right to seek relief in a small claims court (or a state court equivalent) for a Claim within the scope of its jurisdiction so long as the small claims action does not seek to certify a class, combine the claims of multiple persons, recover damages in excess of the limit for a small claim under applicable state law or is not transferred, removed, or appealed from small claims court to any different court. Additionally, if you are a California resident, you retain the right to obtain public injunctive relief from any court with proper jurisdiction.

THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS VERY LIMITED. ADDITIONALLY, ANY ARBITRATION OF A CLAIM WILL BE ON AN INDIVIDUAL BASIS, AND, THEREFORE, YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN A CLASS ACTION LAWSUIT. AS PART OF THIS WAIVER, YOU AGREE THAT YOU WAIVE THE RIGHT TO ACT AS A PRIVATE ATTORNEY GENERAL IN AN ARBITRATION; THAT EXCEPT AS OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT, CLAIMS BROUGHT BY OR AGAINST YOU MAY NOT BE JOINED OR CONSOLIDATED WITH CLAIMS BROUGHT BY OR AGAINST ANY OTHER PERSON; AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONDUCT A CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY GENERAL ARBITRATION OR MULTIPLE-PARTY ARBITRATION.

You and we agree that your use of the Services involves interstate commerce, and that this arbitration agreement shall be interpreted and enforced in accordance with the Federal Arbitration Act (FAA) set forth in Title 9 of the U.S. Code to the fullest extent possible, notwithstanding any state law to the contrary, regardless of the origin or nature of the Claims at issue. The arbitrator must follow, to the extent applicable: (1) the substantive law of the state in which we entered into the transaction giving rise to this arbitration agreement; (2) the applicable statutes of limitations; and (3) claims of privilege recognized at law. The arbitrator will not be bound by federal, state or local rules of procedure and evidence or by state or local laws concerning arbitration proceedings.

If either you or we elect to arbitrate a Claim, the dispute shall be resolved by binding arbitration administered under the applicable rules of the American Arbitration Association ("AAA"). Either you or we may elect to resolve a particular Claim through arbitration, even if the other party has already initiated litigation in court related to the Claim, by: (a) making written demand for arbitration upon the other party, (b) initiating arbitration against the other party, or (c) filing a motion to compel arbitration in court.

If this is a consumer-purpose transaction, the applicable rules will be the AAA's Consumer Arbitration Rules. The applicable AAA rules and other information about arbitrating a claim under AAA, including how to submit a dispute to arbitration, may be obtained by visiting its website at https://www.adr.org/ or by calling 1-800-778-7879. If AAA will not serve as the administrator of the arbitration, and you and we cannot then agree upon a substitute arbitrator, you and we shall request that a court with proper jurisdiction appoint an arbitrator. However, we will abide by the applicable AAA rules regardless of the forum. Arbitration shall be conducted in the county and state where you accepted these Terms, you reside, or another reasonably convenient place to you as determined by the arbitrator, unless applicable laws require another location. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Except as provided in applicable statutes, the arbitrator's award is not subject to review by the court and it cannot be appealed. The parties will have the option to request and receive a statement of reasons for the arbitration award.

If you elect to file the arbitration, and this is a consumer-purpose transaction, you will pay the filing fee to the extent required by AAA's Consumer Arbitration Rules but not to exceed the cost of filing a lawsuit. Any amount above what it would cost you to file a lawsuit, we will pay. All other arbitration fees and expenses shall be allocated to us according to AAA rules. Except for the arbitration fees and expenses, each party shall pay its own costs and fees incurred (including attorneys' fees), unless the arbitrator allocates them differently in accordance with applicable law. This paragraph applies only if this is a consumer-purpose transaction.

Additional Procedures for Mass Arbitration

If twenty-five (25) or more similar Claims (including yours) are asserted against us by the same or coordinated counsel or are otherwise coordinated ("Mass Arbitration"), you and we agree that these Additional Procedures for Mass Arbitration (in addition to the other provisions of this arbitration agreement) shall apply. You agree to this process even though resolution of your Claim may be delayed and ultimately proceed in court. The parties agree that as part of these procedures, their counsel shall meet and confer in good faith in an effort to resolve the Claims, streamline procedures, address the exchange of information, modify the number of Claims to be adjudicated, and conserve the parties' and the AAA's resources. If your Claim is part of a Mass Arbitration, any applicable limitations periods (including statutes of limitations) shall be tolled for your Claim from the time that your Claim is first submitted to the AAA until your Claim is selected to proceed as part of a staged process or is settled, withdrawn, otherwise resolved, or opted out of arbitration pursuant to this provision.

Stage One: In Stage One, if at least fifty (50) Claims are submitted as part of the Mass Arbitration, claimants' counsel and Vinny AI will each select an equal number of Claims to be filed in arbitration and resolved individually by different arbitrators. For example, claimant and Vinny AI will each select 25 Claims (50 Claims total). The number of Claims to be selected to proceed in Stage One can be modified by agreement of counsel for the parties provided that, if there are fewer than 50 Claims, all shall proceed individually in Stage One. The remaining Claims shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed or collected in connection with those claims. If a case is withdrawn before the issuance of an arbitration award, another Claim shall be selected to proceed as part of the first stage. After this initial set of proceedings, the parties must engage in a single mediation of all remaining Claims, and we will pay the mediation fee.

Stage Two: If the parties cannot agree how to resolve the remaining Claims (if any) after mediation, claimants' counsel and Vinny AI will each select an equal number of Claims per side—not to exceed 50 Claims total—to be filed and to proceed as cases in individual arbitrations as part of Stage Two. The number of Claims to be selected to proceed as part of Stage Two can be modified by agreement of counsel for the parties provided that if there are fewer than 50 Claims remaining, all shall proceed individually in Stage Two. The remaining Claims shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed or collected in connection with those claims. If a case is withdrawn before the issuance of an arbitration award, another Claim shall be selected to proceed as part of the second stage. After Stage Two is completed, the parties must engage in a single mediation of all remaining Claims, and we will pay the mediation fee.

Upon the completion of the mediation in Stage Two, each remaining Claim (if any) that is not settled or not withdrawn shall be opted out of arbitration and may proceed in a court of competent jurisdiction consistent with the remainder of these Terms. Notwithstanding the foregoing, counsel for the parties may mutually agree in writing to proceed with the adjudication of some or all of the remaining Claims in individual arbitrations consistent with the process set forth in Stage Two (except Claims shall be randomly selected and mediation shall be elective by agreement of counsel) or through another mutually agreeable process. A court of competent jurisdiction shall have the authority to enforce the Procedures for Mass Arbitration, including the power to enjoin the filing or prosecution of arbitrations and the assessment or collection of arbitration fees. The Procedures for Mass Arbitration and each of its requirements are essential parts of this arbitration agreement. If, after exhaustion of all appeals, a court of competent jurisdiction decides that the Procedures for Mass Arbitration apply to your Claim and are not enforceable, then your Claim shall not proceed in arbitration and shall only proceed in a court of competent jurisdiction consistent with the remainder of these Terms.

Notwithstanding anything to the contrary in these Terms, and except as otherwise set forth in this paragraph, the agreement to arbitration may be amended by us only upon advance notice to you. If we make any amendment to this agreement to arbitration (other than renumbering the agreement to align with any other amendment to the Terms) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding or action against us prior to the effective date of the amendment. The amendment shall apply to all other Claims governed by this agreement to arbitration that have arisen or may arise between you and us. However, we may amend this agreement to arbitration and not provide you notice; in that case, the amendments will not apply to you and the agreement to arbitration contained in these Terms to which you agreed will continue to apply to you and us as if no amendments were made.

If any part of this arbitration provision is invalid, all other parts of it remain valid. However, if the class action limitation is invalid, then this arbitration provision is invalid in its entirety, provided that the remaining Terms shall remain in full force and effect. This arbitration provision will survive the termination of your use of the Service and any other actions with us.

You may reject this arbitration provision within thirty (30) days of accepting the Terms by emailing us at contact@vinnypro.ai and including in the subject line "Rejection of Arbitration Provision."

14. Governing Law; Dispute Resolution

14.1 Governing Law

These Terms and any dispute arising out of or relating to them or the Service are governed by and construed in accordance with the laws of the State of California, without reference to its conflict of laws principles, and the United States of America.

14.2 Venue and Jurisdiction

Except as set forth in the agreement to arbitration and without waiving it, you and we agree that:

Any action or proceeding arising out of or relating to these Terms (including but not limited to if you opt out of the agreement to arbitration) or the Service will be brought exclusively in the state or federal courts located in Los Angeles County, California; and
You and we irrevocably submit to the personal jurisdiction and venue of such courts and waive any objection based on inconvenient forum or lack of jurisdiction.

14.4 Injunctive Relief

You acknowledge that we may be irreparably damaged if these Terms are not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of these Terms by you, we shall be entitled, without prejudice to any other rights and remedies that may be sought under the mandatory arbitration provision of these Terms, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, and/or to a decree for specific performance of the provisions of these Terms. For purposes of this Section, you agree that any action or proceeding with regard to such injunction restraining such breach or threatened breach shall be brought in the state or federal courts located in California. You consent to the jurisdiction of such court and waive any objection to the laying of venue of any such action or proceeding in such court. You agree that service of any court paper may be effected on such party by mail or in such other manner as may be provided under applicable laws, rules of procedure or local rules.

15. Miscellaneous

15.1 Entire Agreement

These Terms, together with any applicable Orders, constitute the entire agreement between you and us regarding the Service, and any information, software, products, and services associated with the Service and supersede all prior or contemporaneous agreements, understandings, or communications, whether oral, written, or electronic, between you and us relating to the subject matter.

15.2 Assignment

You may not assign, delegate, or transfer these Terms or any rights or obligations hereunder, whether by operation of law or otherwise, without our prior written consent. We may assign or transfer these Terms without restriction, including in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation of this Section is void.

15.3 Independent Contractors

The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary, or employment relationship between you and us.

15.4 Force Majeure

We are not liable for any delay or failure to perform resulting from causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, riots, labor disputes, governmental actions, power or internet outages, or failures of third-party service providers.

15.5 Notices

By using the Service, you consent to receiving electronic communications, including electronic notices, from us. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Service. These electronic communications are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Notices to you may be provided:

Via email to the address associated with your account;
By posting within the Service; or
By any other method reasonably designed to provide you notice.

Notices to us should be sent to the contact address or email provided in the Service or on our website.

15.6 Non-Waiver

A failure, omission, or delay by us to enforce any right or provision of these Terms does not constitute a waiver of that right or provision. A waiver of any breach is not a waiver of any other or subsequent breach.

15.7 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction and such finding or order becomes final with all appeals exhausted, the remaining provisions will remain in full force and effect, and the invalid provision will be deemed modified to the minimum extent necessary to make it valid and enforceable. If the invalid provision cannot be so modified, then the same shall be deemed stricken from these Terms in its entirety and the remainder of these Terms shall survive with the said invalid provision eliminated.

15.8 Headings

Section and provision headings are for convenience only and do not affect the interpretation of these Terms.

15.9 Typographical Errors

Information on the Service may contain technical inaccuracies or typographical errors. We attempt to make the Service's postings as accurate as possible, but we do not warrant the content of the Service is accurate, complete, reliable, current, or error-free.

16. Contact Information

If you have any questions about these Terms or the Service, please contact us at:

Vinny AI, LLC
4235 Redwood Ave.
Los Angeles, CA 90066

Email: contact@vinnypro.ai