Terms of Service

Below is our Terms of Service Agreement which outlines our services and the agreement between you as a user and our company! Please read before signing up, creating a profile, or using any of our services.

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Effective: October 30th, 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 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”).

While we love all things sports, unless otherwise expressly stated in the Services, VLTED is not associated or affiliated with, nor does VLTED sponsor or endorse, any particular sports league, team, coach or athlete (and vice versa).

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.

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 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 at least 18 years of age or the legal age of majority in their jurisdiction of residence. 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, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE, 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. If you want to keep storing your predictions after the Free Trial Period, we offer a quarterly subscription 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. You can cancel your subscription at any time.

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.

c. Billing and Auto-Renewal. Your VLTED subscription cycle will recur on a quarterly basis until canceled. You can cancel your membership at any time by following the instructions below under “Changes; Cancellation.” By purchasing a VLTED subscription, you acknowledge and agree that your subscription has a recurring payment feature, and you accept full responsibility for all such recurring payment obligations.

By registering for a VLTED subscription, you are authorizing us (including our payment processors) to charge your designated payment method (e.g., a credit, charge or debit card) for the applicable subscription plan amount (plus any applicable taxes), on a quarterly basis. You authorize the issuer of your selected payment method to pay the applicable amounts described herein without requiring a signed receipt. You agree that these Terms of Service will be accepted as authorization to the issuer of your designated payment method to pay the applicable amounts described herein without requiring a signed receipt from you. You acknowledge that we will continue to attempt to charge and/or place holds for all applicable amounts described herein, or any portion thereof, to your designated payment method until such amounts are paid in full. If your designated payment information changes or is no longer valid, you must promptly update your payment information in your account settings. You acknowledge and agree that neither we nor any of our agents or third-party payment processors will be liable to you for any insufficient funds or other charges you may incur due to attempts to charge and/or place holds on your designated payment method as set forth in these Terms of Service.

In addition to the suspension and termination rights set forth elsewhere in these Terms of Service, we reserve the right to immediately suspend or terminate your account and your subscription without notice if your quarterly subscription payment is overdue, provided that we will attempt to notify you of the overdue payment before suspension or termination. If we terminate your account, we reserve the right to immediately delete all predictions and other information stored in or for your account without further notice.

d. 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.

e. 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. If you cancel your subscription, you can continue to access and use the Services until the end of the then-current quarterly period. Please note that you will not receive any refund of any fees paid for the remainder of the then-current quarterly period.

f. 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 (including, without limitation, league and team names and logos) are the trademarks of their respective owners. And while we love all things sports, unless otherwise expressly stated in the Services, VLTED is not associated or affiliated with, nor does VLTED sponsor or endorse, any particular sports league, team, coach or athlete (and vice versa).

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.

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. The VLTED administrator overseeing Exclusive Communities and Public Communities may, but is not obligated to, monitor such Communities, and may remove content from such Communities that is determined by VLTED, in its sole discretion, to violate the Acceptable Use standards set forth in Section 10, below.

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.

If you have any concerns about any content posted in an Exclusive Community, a Public Community or a Private Community, please email notify@vlted.com with the following information: (i) date of the post, (ii) username of the person making the post, and (iii) description of the content that is concerning. VLTED takes all member feedback seriously and will act in response thereto in its sole discretion.

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 by email to 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, BRUTE-FORCING 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 suspend or 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.

Pre-Arbitration Dispute Resolution

Any controversy or claim between you and VLTED arising out of or relating to these Terms and Conditions, or breach thereof, including disputes with respect to whether the subject matter of any controversy or claim is within the scope of these Terms and Conditions (a “Dispute”), will be resolved in accordance with the following process. One party must first send a written notice of the Dispute to the other party by email with a delivery receipt requested (“Notice”). VLTED’s email address for Notice is support@vlted.com. The Notice must describe the nature and basis of the Dispute, and set forth the specific relief sought (the “Demand”). The parties shall first meet and confer by such method as the parties may mutually agree, to attempt to resolve the Dispute. The parties shall work together in good faith to attempt to resolve the Dispute directly for thirty (30) days after the Notice is received, or such further period as the parties may mutually agree. In the event that the Dispute is not resolved by the end of such thirty (30) day (or longer) period, then either party may commence arbitration, as further described below.

Arbitration

If the parties are unable to resolve a Dispute through the good faith negotiation procedure set forth above, then you and VLTED agree that such Dispute will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate Disputes includes all claims arising out of or in any way related to these Terms of Service (including the Loyalty Terms), and your receipt of marketing messages from VLTED or its service providers, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of when a claim arises. YOU UNDERSTAND AND AGREE THAT, BY AGREEING TO THESE TERMS AND CONDITIONS AND THE LOYALTY TERMS, YOU AND KITH ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. Notwithstanding the foregoing, nothing in these Terms and Conditions will be deemed to waive, preclude or otherwise limit the right of either party to (i) seek injunctive relief in aid of arbitration from a court of competent jurisdiction in Las Vegas, Nevada; or (ii) file suit on an individual basis in small claims court for applicable claims.

Arbitration Process

Unless otherwise agreed upon by the parties in writing, the arbitration will be conducted in Las Vegas, Nevada, or by video conference (at the claimant’s election), and will be governed by National Arbitration and Mediation’s (“NAM”) Comprehensive Dispute Resolution Rules and Procedures (the “NAM Rules”), as may be modified by these Terms and Conditions and/or the Loyalty Terms. The NAM Rules and filing forms are available online at www.namadr.com, by calling NAM at 1-800-358-2550, or by contacting VLTED.

The arbitration will have one (1) neutral arbitrator if the amount in controversy is less than one million dollars ($1,000,000) or otherwise before a panel of three (3) neutral arbitrators. Each of the arbitrators must be i) a lawyer licensed to practice law in the United States with a minimum of fifteen (15) years of legal practice or senior level business experience or a retired judge with a minimum of five (5) years of service on the bench, ii) an individual with at least five (5) years of experience as an arbitrator, and iii) on the roster of neutrals of NAM. If the arbitration proceedings shall be conducted before a panel of three neutral arbitrators, the panel shall be selected using the following process: Within fifteen (15) days after the commencement of arbitration, VLTED and you shall each select one person meeting the specified qualifications to act as neutral arbitrator, and the two thus selected shall select a third neutral arbitrator meeting the specified qualifications within fifteen (15) days of their appointment. The third neutral arbitrator shall act as the chair of the arbitration panel. If the arbitrators selected by VLTED and you are unable to or fail to agree upon the third arbitrator, the third arbitrator shall be selected by NAM.

The parties explicitly disclaim any applicability of the U.N. Convention on Contracts for the International Sale of Goods to these Terms and Conditions. All arbitration proceedings will be conducted in English. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. In the event that any Dispute is held not to be arbitrable in accordance with this Section 18, each party consents to the exclusive jurisdiction of the state or federal courts, as applicable, located in Las Vegas, Nevada.

Fees

If you commence arbitration in accordance with this Section 18, you will pay the Initial Administrative Fee in accordance with NAM’s then-applicable fee schedule. If the claim is for $15,000 or less, you agree that the arbitration will be conducted solely on the basis of documents submitted to the arbitrator. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the NAM Rules. In that case, you agree to reimburse us for all monies we previously paid to NAM pursuant to the NAM Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except as may be required by law or to the extent necessary to enforce or permit limited judicial review of the award. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from you or us, which is made within 14 days of the arbitrator's ruling on the merits. In addition, the arbitrator may award any individual relief or individual remedies that are permitted by applicable law.

No Class Actions

To the fullest extent permitted by applicable law, you and VLTED agree that ANY CLAIMS BROUGHT BY YOU AGAINST VLTED MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. 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. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, CLAIM OR PROCEEDING BROUGHT TO ENFORCE, DEFEND OR INTERPRET ANY RIGHTS OR REMEDIES ARISING HEREUNDER, RELATING TO OR IN CONNECTION WITH THESE TERMS AND CONDITIONS.

Enforcement

If any part of these Terms of Service is found to be unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of remaining provisions.

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.

Arbitration

Contact

Reach out to us here!

support@vlted.com