TERMS OF SERVICE

153172820v4

Effective: August 26th, 2024

 

Welcome to the VLTED Services (as defined below), operated by ReceiptProphet LLC (“VLTED”, “we”, “us”, “our”). Please read these Terms of Service carefully before using the Services. These Terms of Service govern your use of and access to our website with a home page located at www.VLTED.com, our apps that we may provide, our products and services that we may offer from time to time via our website and/or related apps, and our related social media sites (the websites, apps, products, services, and social media pages, collectively, the “Services”).

 

THIS IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU, THE END USER, AND VLTED. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE CONTINUING TO USE THE SERVICES AND CREATING YOUR ACCOUNT. BY USING THE SERVICES AND/OR CREATING AN ACCOUNT, YOU ARE AGREEING TO BE BOUND BY, AND ARE BECOMING A PARTY TO, THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE ANY SERVICES.

 

BY ACCESSING OR USING THE SERVICES, (1) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, AND (2) YOU REPRESENT AND WARRANT THAT YOU ARE NOT PROHIBITED BY LAW FROM ACCESSING OR USING THE SERVICES IN YOUR JURISDICTION. THIS AGREEMENT CONTAINS, AMONG OTHER THINGS, AN ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER. PLEASE READ THE “ARBITRATION” SECTION BELOW FOR ADDITIONAL INFORMATION.

 

1. MODIFICATIONS AND UPDATES TO THIS AGREEMENT

We reserve the right, at any time, to modify, alter, and/or update this Agreement, and any such modifications, alterations, or updates will be effective upon our posting of the revised Agreement. We will use reasonable efforts to notify you in the event material changes are made to this Agreement, such as by posting a notice on the Services or sending you an email. Your continued use of the Services following our posting of any revised Agreement will constitute your acknowledgement of the amended Agreement. We encourage you to review this Agreement frequently to ensure that you understand the terms and conditions that apply when you access or use the Services. If you do not agree to the revised Agreement, you may not access or use the Services.

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2. PRIVACY

Please review our Privacy Notice in order to learn about our practices with respect to the collection and processing of your information, which is accessible at https://www.vlted.com/privacy-policy.  The Privacy Notice is hereby incorporated by reference into this Agreement.

 

3. ELIGIBILITY

The Services are offered and available to natural persons who are 18 years of age or older. IF YOU ARE 16 OR OLDER BUT UNDER THE AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE, THEN YOU AGREE TO REVIEW THIS AGREEMENT WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THIS AGREEMENT. IF YOU ARE 16 OR OLDER BUT UNDER THE AGE OF 18, YOUR PARENT OR GUARDIAN MUST COMPLETE THE ACCOUNT CREATION PROCESS AND REVIEW AND ACCEPT THIS AGREEMENT ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THIS AGREEMENT FOR THE BENEFIT OF A CHILD 16 OR OVER, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD’S USE OF THE SERVICES, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.

 

4. ACCOUNT REGISTRATION, CANCELLATION AND COMMUNICATION PREFERENCES

 

A. Subscriptions.  We are excited to offer all users a one (1) month free trial (the “Free Trial Period”).  Once you create an account (as described below) to start your free trial, we know you will become a fan. Your Free Trial Period will automatically begin when you create your account.  If you want to keep storing your predictions after the Free Trial Period, we offer one subscription package:

 

​i. Quarterly Subscription.  The quarterly subscription is for $5.99.  If you select a quarterly subscription, we will charge your credit card for the quarterly subscription fee on the first day after the Free Trial Period ends.  We will then automatically charge your credit card every three (3) months from such date, unless you cancel your subscription.

 

B. Account Creation.  In order to store your predictions and start the Free Trial Period, you must create an account.  By creating an account, you agree to provide accurate, current and complete information about yourself (or your child between the ages of 16 and 18, if you are a parent or guardian involved in the creation of such user’s account), including credit card information, and to maintain and promptly update such account information, as necessary.  Accounts are personal and may not be transferred, sold, assigned or used by a third-party (unless you are the parent or guardian of a child between the ages of 16 and 18 for whom you are registering an account, in which case, such child may use such account).  In the event you cancel your subscription, the predictions that you have stored in your account may not be maintained or available if you decide to create a new account again in the future.  Your Free Trial Period begins automatically when you create your user. You will not be billed until you explicitly opt in to a Subscription.

 

C. Account Security.  You are solely responsible for the security of your account, and you agree to maintain the security of your account. You must notify us immediately by email at support@vlted.com if you discover or otherwise suspect any security breaches related to your account.

 

D. Changes; Cancellation.  You may change or cancel your subscription at any time.  To change or cancel your subscription, go to the “Settings” feature in your account, and click on “Manage My Subscription.”  From there, you can either change or cancel your subscription through your Apple® settings or through Stripe, our credit card processor.   

 

E. Communication Preferences.  By creating an account, you consent to receive electronic communications from VLTED, which may include notices about your account and other transactional information. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy.

 

5. INTELLECTUAL PROPERTY RIGHTS

You acknowledge and agree that we or our licensors own all legal right, title and interest in and to all elements of the Services (other than your predictions stored therein) and all proprietary software contained therein and all related updates, upgrades, fixes and patches and all documentation related thereto (collectively, the “Software”). The Services, and all of its contents, including without limitation, all names and logos, text, photographs, images, illustrations, graphics, artwork, animation, video material, audio material, music, blog posts, software, tools, titles, themes, objects, characters, names, locations, button icons and the selection and arrangement thereof on the Services (collectively, the “Content”), are protected by copyright, trademark and other laws of the United States, as well as international conventions and the laws of other countries. The Content is owned or controlled by VLTED or by other parties that have provided rights thereto to us.

 

Except as expressly set forth herein, you may not, and agree that you will not, use, publish, reproduce, display, distribute, transmit, modify or create derivative works of the Content or any portion thereof, for any purpose or by any means, method, or process whatsoever. Modification of the materials appearing on the Services or use of such materials for any purpose not expressly set forth herein is a violation of our copyright and other proprietary rights. We reserve all rights in and to the Services and the Content, other than the limited license granted to you in this Agreement.

 

6. TRADEMARKS

The VLTED name and logos, and all related names, logos, domains, product and service names, designs and slogans are trademarks of VLTED or its licensors. You must not use such marks without the prior written permission of VLTED in each instance. All other names, logos, product and service names, designs and slogans on the Services are the trademarks of their respective owners.

 

7. LICENSE

A. Our License to You: Subject to the terms and conditions of this Agreement, you are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable and personal license to access and use the Services and Content solely for your own personal, non-commercial purposes; provided, however, that such license does not include any right to (a) sell, resell or use commercially the Services or any Content, (b) modify or otherwise make any derivative uses of the Services or any Content, or any portion thereof, (c) use any data mining or similar data gathering or extraction methods on the Services, or (d) use the Services or Content other than for their intended purposes.

 

B. Your License to Us: If you elect to upload a photograph or other image(s) to your VLTED account profile, or otherwise submit, post, upload, transmit, provide or make available any text, comments, photographs, videos, audio visual materials, or any other content in connection with your use of the Services (collectively, your “Profile IP”), you hereby grant us a non-exclusive, worldwide, sublicenseable, transferable, royalty-free right and license to use, reproduce, display, and transmit your Profile IP in connection with the Services.  You acknowledge and agree that your Profile IP may be publicly visible, and that VLTED shall not be liable for any third-party’s use of your Profile IP as a result of its public availability.

 

In addition, if you submit any ideas, suggestions, comments or feedback to us about the Services or any Content (collectively, “Feedback”), you hereby grant us a perpetual, non-exclusive, worldwide, royalty-free, irrevocable, sublicenseable license to use and disclose your Feedback for any purpose, including without limitation, as part of the Services and any improvements and modifications thereto.  You acknowledge and agree that we shall have no obligation to compensate you for any use of your Feedback, nor will we be under any obligation to use any Feedback you may submit.

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8. COMMUNITIES

One of the exciting features of the Services is our “Communities.”  We offer “Exclusive Communities,” whose members share the same common affiliation, such as the same college or university, as well as “Public Communities,” which are open to all VLTED members.  If you are a member of either an Exclusive Community and/or a Public Community and you post any comments within the Community, your comments will be publicly visible to all VLTED members.  We may also offer “Private Communities,” whose members must be invited to join the community, such as a family or a group of friends.  Comments posted by members of a Private Community within that Community will only be visible to other members of such Community.  A VLTED administrator will oversee all Exclusive Communities and Public Communities, whereas Private Communities will select their own administrator.

 

Within each Community discussion thread, you will be able to get a “Receipt” for certain comments posted by you or by others.  You can do several things with a comment Receipt, including sending your Receipt (including the associated comment) to VLTED if a member of one of your Communities violates the Acceptable Use standards set forth in Section 10, below.  You can also send your Receipt (including the associated comment) to your personal vault, where the comment will be stored for the duration of your VLTED subscription.  You may review your Receipts in your account and send saved comments to others through the Services.

From time to time, the administrator of an Exclusive Community or a Public Community may offer certain promotions to members of such Community.  We encourage you to engage with your various Communities so you don’t miss out on these promotional opportunities.

 

9. THIRD PARTY WEBSITES AND APPLICATIONS

The Services may contain links to third party websites, services, and applications that are not owned, operated or controlled by us. All such links are provided solely as a convenience to you. We do not control, recommend or endorse and are not responsible for these websites or applications or their content, products, services or privacy policies or practices. When you access these third party websites, services, or applications, you leave our Services, and we are not responsible for, and do not control, the content, security, or privacy practices employed by any third party websites, services, or applications. In no event shall we be liable, directly or indirectly, to you or any other person or entity for any loss or damage arising from or occasioned by the creation or use of the third party websites, services, or applications, or the information or material accessed through these third party websites, services, or applications. If you decide to access any other website or application linked to or from the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such third party websites, services, or applications.

 

10. ACCEPTABLE USE AND USER CONDUCT

You are solely responsible for your use of and access to the Services. You may not use, or encourage, promote, facilitate or instruct others to use, the Services, or any part thereof, to:

 

• Provide, submit or upload false, inaccurate or misleading information;

• Impersonate another user, person or entity, or use or attempt to use another user’s account without express written consent from such user and VLTED;

• Attempt to gain unauthorized access to the Services through any means;

• Infringe upon, misappropriate or violate any other party’s intellectual property, privacy, publicity, statutory, legal, personal or other rights;

• Collect, track, harvest or otherwise collect information about others, including without limitation email addresses, without proper consent;

• Send, upload, promote, distribute, disseminate, incite or encourage any unlawful, defamatory, disparaging, harassing, insulting, abusive, harmful, discriminatory, threatening, intimidating, malicious, fraudulent, violent, obscene, or otherwise objectionable content;

• Upload, transmit or distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other type of malicious code, or items of a destructive or deceptive nature, that could interfere with, disrupt, affect, damage, harm or impair the functionality or operation of the Services or of any related website, other websites, or the Internet, or that would restrict or inhibit any other person from using the Services;

• Modify, adapt, translate, copy, reproduce, duplicate, archive, download, publish, distribute, reverse engineer, decompile or disassemble the Services or portion thereof by any means, other than as expressly permitted by this Agreement or as otherwise clearly contemplated by the features and functionalities of the Services;

• Reformat, frame or mirror any portion of the Services;

• Use the Services for any form of gambling or betting, whatsoever, whether legal or illegal, informal or formal.  The Services are not to be used for, and we do not condone, any gambling or betting on or through the Services;

• Undertake, engage, carry out, encourage, or promote any illegal or unauthorized activity that would violate, or assist in violation of, any law, statute, ordinance, or regulation, including, but not limited to, money laundering, terrorist financing, or deceptive or manipulative trading activities; or

• Use the Services for any other unlawful, improper or unethical purposes, or to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances.

 

If you violate the terms of this Agreement, including without the limitation, the foregoing Acceptable Use standards, VLTED reserves the right, in its sole discretion, to suspend or terminate your account and block your access to the Services, including without limitation, your right to access and retrieve your stored predictions.

 

11. COMPLIANCE WITH LAW DISCLAIMER

VLTED MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE LAWFULNESS OF YOUR USE OF THE SERVICES.  THE SERVICES ARE VOID WHERE PROHIBITED OR OTHERWISE RESTRICTED BY APPLICABLE LAWS, AND VLTED WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY IF YOU ARE PREVENTED FROM USING THE SERVICES OR PARTICIPATING IN ANY GAMES AS A RESULT OF ANY SUCH LAWS.

 

12. COPYRIGHT CLAIMS

VLTED respects the intellectual property rights of all creators.  If you believe that any Content violates or infringes upon your copyrights, you may submit a written notice to us in accordance with the Digital Millennium Copyright Act (the “DMCA”) containing the following information:

 

A. A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

B. Identification of the copyrighted work(s) claimed to have been infringed.

C. Identification of the material that is claimed to be infringing, and information reasonably sufficient to permit us to locate the material on the Services.  Note that including specific URLs in your notice will help us to quickly identify the allegedly infringing material.

D. Information reasonably sufficient to permit us to contact you (the complaining party), such as an address, telephone number, or email address where you (the complaining party) may be contacted.

E. A statement that you (the complaining party) “have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.”

F. A statement that the information in the notice is accurate and, under penalty of perjury, that you (the complaining party) are authorized to act on behalf of the copyright owner.

 

Please send the DMCA notice to our designated Copyright Agent at:

 

Katten Muchin Rosenman LLP

Attn: Jessica G. Kraver

50 Rockefeller Plaza

New York, New York 10020

Email: copyright@vlted.com   

 

Please include the following in the subject line of your letter and/or email: VLTED DMCA Notice.

 

In response to a valid DMCA notice, VLTED reserves the right to remove the allegedly infringing content from the Services.    

 

13. DISCLAIMER

VISITORS TO THE SERVICES AGREE THAT THEIR USE OF, AND RELIANCE ON, ANY ADVICE OR INFORMATION OBTAINED FROM OR THROUGH THE SERVICES IS AT THEIR SOLE RISK. THE SERVICES AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” VLTED MAKES NO WARRANTY, AND EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (I) ANY WARRANTIES CONCERNING THE ACCURACY, TIMELINESS, OR COMPLETENESS OF THE CONTENT ON THE SERVICES; AND (II) ANY WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, FUNCTIONALITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE SERVICES OR ANY CONTENT. WE DO NOT REPRESENT, WARRANT OR GUARANTEE: (1) THAT THE SERVICES, ANY PORTION THEREOF, OR E-MAILS SENT FROM OR ON BEHALF OF VLTED ARE OR WILL BE FREE FROM VIRUSES, SCRIPTS, WORMS, TROJAN HORSES, OR ANYTHING ELSE CONTAINING DESTRUCTIVE PROPERTIES; (2) THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (3) THE SERVICES WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION CONTAINED IN THE SERVICES. WHILE VLTED ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES AND CONTENT SAFE, VLTED CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, CONTENT, OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY IN ANY MANNER.

 

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS, INCLUDING BUT NOT LIMITED TO, ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (D) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICES.

 

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.  SOME JURISDICTIONS DO NOT PERMIT THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES, SO THE FOREGOING EXCLUSIONS MAY NOT APPLY TO YOU.

 

14. INDEMNIFICATION

By using the Services, you agree to indemnify, defend and hold VLTED and its past, present and future parent, affiliates and subsidiaries, and each of their respective officers, directors, members, managers, employees, service providers, agents, contractors, successors and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all claims, demands, actions, damages, losses, liabilities, penalties, fines, judgments, settlements, costs and expenses (including without limitation, reasonable attorneys’ fees and expenses, including any incurred in enforcement of this indemnity) (collectively, “Losses”) arising in any way from or in connection with (i) your use, or misuse, of the Services; (ii) any violation by you of this Agreement, our Privacy Notice or any other policy posted on the Services applicable to your use of the Services; (iii) any Feedback you provide to us; and (iv) any violation of the rights of a third-party.  Notwithstanding the foregoing, the Indemnified Parties reserve the right to assume the exclusive defense and control of any matter subject to indemnification hereunder, in which event, you agree to assist and cooperate with us in the defense or settlement of any Losses.

 

15. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL VLTED, OUR PAST, PRESENT OR FUTURE PARENT, AFFILIATES OR SUBSIDIARIES, OR ANY OF OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, SERVICE PROVIDERS, AGENTS, CONTRACTORS, SUCCESSORS OR ASSIGNS BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR RELATED TO THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE, THE SERVICES, ANY CONTENT OR OTHER MATERIALS, OR ANY THIRD PARTY PLATFORMS OR PRODUCTS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF VLTED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OF THE ABOVE CLAIMS OR FOR DISPUTES AGAINST US IS TO DISCONTINUE YOUR USE OF THE SERVICES. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THIS AGREEMENT.

 

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF VLTED ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE ACCESS TO AND USE OF THE SERVICES OR CONTENT EXCEED THE AMOUNT OF SUBSCRIPTION FEES YOU HAVE PAID VLTED IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

 

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

16. MODIFICATIONS TO THE SERVICE

We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Services (or any features or parts thereof) or suspend or discontinue any transaction at any time and without liability therefor.

 

17. TERMINATION

Notwithstanding anything contained in this Agreement, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Services at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.

 

18. ARBITRATION

Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and VLTED or its successors or assigns shall exclusively be settled through binding and confidential arbitration.

 

Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. Unless otherwise agreed upon by the parties in writing, the arbitration will be conducted before one arbitrator in Las Vegas, Nevada, and will be governed by the American Arbitration Association’s (“AAA”) Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the “Rules and Procedures”).

 

To the fullest extent permitted by applicable law, you and VLTED must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR VLTED MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (3) the arbitration shall be confidential, and neither you nor VLTED may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (4) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (5) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and, in such instance, the fees and costs awarded shall be determined by the applicable law.

 

19. GOVERNING LAW

We control and operate the Services from the United States of America. We do not represent that the Content or the Services are appropriate or available for use in other locations. Persons who choose to access the Services from other locations do so on their own initiative, and are responsible for compliance with all local laws, if and to the extent local laws are applicable.

 

You agree that any dispute arising under or related to this Agreement will be governed by, and construed in accordance with, the laws in effect in the State of Nevada, without regard to its conflicts of law principles.  Notwithstanding the arbitration provisions above, in the event that we elect to seek injunctive or other equitable relief, or there is a dispute that is otherwise not subject to arbitration, you expressly and irrevocably consent to the exclusive jurisdiction of the Nevada state or federal courts, as applicable, located in Las Vegas, Nevada, and to the exercise of personal jurisdiction in such courts in connection with any such dispute.

 

20. SEVERABILITY

If any provision, or portion thereof, of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision, or portion thereof, shall be severable from the remainder of this Agreement, and all other terms and provisions of this Agreement shall remain in full force and effect.

 

21. SURVIVAL

All terms and provisions of this Agreement that are intended to survive the expiration or termination of this Agreement and the termination of your Account shall so survive.

 

22. MISCELLANEOUS

This Agreement is the entire agreement between you and VLTED with respect to the Services, Content, and your participation in any transaction conducted on or through the Services, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and VLTED with respect to those matters. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement, and neither party has any authority of any kind to bind the other in any respect. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of VLTED.  VLTED’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision, or of VLTED’s right to enforce such right or provision. Except as otherwise provided herein, this Agreement is intended solely for the benefit of the parties and is not intended to confer third party beneficiary rights upon any other person or entity.

 

23. CONTACT US

If you have any questions about the Services or the terms of this Agreement, please send us an email at support@vlted.com.