Effective Date – March 1st, 2021

VADIFY LLC’s(hereinafter “VADIFY”) provides messaging, Internet calling, and other services to users around the world. Please read our Terms of Service so you understand what’s up with your use of VADIFY. You agree to our Terms of Service (“Terms”) by installing, accessing, or using our apps, services, features, software, or website (together, “Services”). In case you don’t agree to all the terms and conditions set out below, you must not use theServices. Please read these Terms of Service and our Privacy Policy very carefully before using VADIFY’s Services for any purpose.

You acknowledge and agree that the VADIFY’s Privacy Policy will apply to you when you use the Services. Our Privacy Policy explains how we use, store, collect, disclose your personal information along with your rights and choices concerning your information. You must not use the Services in case you do not agree with the ways we use your personal information in our Privacy Policy.

Please notethat “VADIFY,” or “we,” “our,” or “us” in these Terms of Service means VADIFYLLC and all other Affiliate entities. VADIFYLLC is located at 510 Peninsula Ave, #202, Burlingame, CA 94010, USA. In all cases, “VADIFY,” “we,” “our,” or “us” includes agents, consultants, employees, officers, and directors.

1. DEFINITIONS

“Account” means an account you create on ourServices.

“Affiliate Entities” means VADIFY’s subsidiaries, parent companies, joint ventures, and other corporate entities under common ownership and their agents, consultants, employees, officers, and directors. It also includes VADIFY’ and its affiliate entities third-party content providers, distributors, licensees, or licensors.

“Services” means our apps, services, features, software, or website.

“Terms of Service” or “Terms” means the terms of service described in this document.

“User Content” means all the data that you create, upload, generate or transmit on or through the Services including but not limited to your profile picture, videos, or other content authored or designed by you

2. CHANGES TO THESE TERMS

VADIFY reserves the right to change, modify, add, or remove portions of the Terms of Serviceat any time and at its sole discretion. The amended Terms of Servicemay be posted on VADIFY’sServices. Any material changes may also be additionally notified through an e-mail message or messaging within the Services. All the changes will be effective when posted, unless we state otherwise. Any new versions of these Terms of Service and other policies, rules or codes, will be accessible at www.VADIFY.comor from within the Services. In the event that you continue to use the Services after the changes are posted, you automatically agree that the changes apply to your continued use of the Services.

No changes can be made to the Terms of Service unless a written amendment is signed by you and VADIFY.

In the event of a dispute, the Terms of Service version applicable would be the version in effect at the time VADIFYreceived actual notice of the dispute.

In case of a conflict between any provisions or information of these Terms of Service/Privacy Policy with other VADIFY’ terms or policies, these Terms of Service and the Privacy Policy as applicable shall govern.

3. ACCOUNT INFORMATION AND SECURITY

You will be required to create an Account and select a password for using the Services. We may also require personal information such as your full name, date of birth, contact details including e-mail address, and, in some cases, payment information. We confirm that all the information obtained from you will be used and held in accordance with our Privacy Policy.

You agree and confirm that all the information you provide will be complete and up-to-date especially your contact details.

VADIFY will not be responsible for maintaining the security of your Account and such responsibility lies entirely with you. We do not recommend you to share your personal and Account details with anyoneelse except yourself or allow anyone else to use or access your Account. All acts performed through your Account will be treated as being performed by you only and hence you fully accept the responsibility for all acts committed or done using your Account, whether or not authorized by you, including any purchases made using any payment method registered or authorized by you (for example, credit card).In case someone else uses your Account and any losses occur to VADIFY or any other user of the Services, you will be held fully liable for any such losses incurred by VADIFY or any other user of the Services.

VADIFY expects to be informed immediately in case you become aware of any actual or suspected theft, loss, fraud, or any unauthorized use of your Account or password.

You must provide certain devices, software, and data connections to use our Services, which we otherwise do not supply. For as long as you use our Services, you consent to downloading and installing updates to our Services, including automatically.

You are responsible for all carrier data plan and other fees and taxes associated with your use of our Services. We may charge you for our Services, including applicable taxes. We may refuse or cancel orders. We do not provide refunds for our Services, except as required by law.

4. USING OUR SERVICES

Who can use our Services

VADIFY wants everyone to use the Services, however, there are certain restrictions on who can use our Services.

You may not use our Services:

  • If you cannot legally enter into a binding contract with us.
  • If you are under 18 years of age or under the age of majority where you are located.In such cases, you must not use our Services, and you must not create an Account, or submit personal information (such as your name, address, telephone number, or email address) in the Services.
  • If you are not allowed to receive products, including services or software, from the United States, for example if you are located in a country embargoed by the United States or if you are on the U.S. Treasury Department’s list of Specially Designated Nationals.
  • If you are a convicted sex offender.
  • If you have been banned previously from using theVADIFY’sServices, unless VADIFY has reversed that ban, in its sole discretion. 

Accessing our Services

To access many of the Services’ features, you must create an account. Registration is free and for a single user only. To register, you must complete the registration process by providing accurate information as prompted by the applicable registration form. You also must choose a password and a username. The username must not be offensive and must not infringe another person’s service mark, trademark, or trade name. By creating an account, you state that (a) all account registration, and profile information you provide is your own and is accurate; (b) if you previously had an account on the Services, your old account was not terminated or suspended for violation of this agreement; and (c) you are creating an account for your own personal use and you will not sell, rent, or transfer your account to any third party. 

Service Changes and Limitations

We may from time to time make you update the Services or your software. You will be required to accept these updates to the Services as well as to the Terms of Service, and our Privacy Policy. The updates may be performed remotely without notifying you, including to our software residing on your computer or mobile device.

Your right to use the Services or any part of the Services is reserved with VADIFYand we mayat any time stop to offer and/or support the Services, either permanently or temporarily. In such an event, your right to use the Services or any part of the Services will be terminated or suspended automatically and VADIFYwill not be required to provide benefits, refunds, or other compensation to you in connection with discontinued elements of the Services previously earned or purchased, unless applicable law requires otherwise. 

VADIFYMAY, IN ITS SOLE DISCRETION, LIMIT, SUSPEND, TERMINATE, MODIFY, OR DELETE ACCOUNTS OR ACCESS TO THE SERVICES OR ANY PORTION OF THEM; PROHIBIT ACCESS TO OUR SERVICES, AND THEIR CONTENT, AND TOOLS; OR DELAY OR REMOVE HOSTED CONTENT, AND VADIFY IS UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY LOSSES OR RESULTS. This does not apply to users located in the EEA. If you are located in the EEA, we will endeavor to give you at least one month’s notice of any material changes before they take effect, and if you are unhappy with those changes, you can choose to cancel your Services under these Terms.

Deleting your Account

At any time, you may stop using our Services or request that we delete your Account by following the instructions in our Privacy Policy. We are not required to provide refunds, benefits, or other compensation if you request deletion of your Account, unless applicable law requires otherwise.

5. OWNERSHIP; LIMITED LICENSE

OurServices

VADIFYServicesis comprised of works that are owned or licensed by VADIFY and they are protected by patents, trademarks, copyrights, trade dress, and other worldwide intellectual property rights and other applicable laws, rules, or regulations. All such rights are reserved. Any right, title, or interest in the Services or any content in the Services is not granted by these Terms to you or any other party.

You agree thatVADIFY will bear no liability to you or any third party for any damage or loss arising from unauthorized uses of the Services.

This agreement permits you to use the Services for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Services, except as follows:

  • Your device may temporarily store copies of those materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.
  • You may print or download one copy of a reasonable number of pages of the Services for your own personal, noncommercial use and not for further reproduction, publication, or distribution.
  • You may download or stream any audiovisual content to which you have properly gained access solely for your personal, noncommercial use and not for further reproduction, publication, or distribution.
  • If VADIFY provides desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, on condition that you agree to be bound by the our end user license agreement for those applications.
  • If VADIFY provides social media features with certain content, you may take those actions as are enabled by those features.

We may take action against you, if you breach these Terms, or any of our other terms that apply to you. Such actionmay include, but not limited to, terminating your account. In addition, you may be breaking the law, including breaches or violations of VADIFY’s intellectual property rights. ANY ATTEMPT BY YOU TO DISRUPT OR INTERFERE WITH THE SERVICES, INCLUDING WITHOUT LIMITATION UNDERMINING OR MANIPULATING THE LEGITIMATE OPERATION OF ANY VADIFY’SSERVICES, IS A BREACH OF VADIFY’S POLICY AND MAY BE A BREACH OR VIOLATION OF CRIMINAL AND CIVIL LAWS.

Your Account

Your Account, regardless of any other statement in this Terms of Service that apply to features you may choose to use, is not your property. You do not own any Account that you create on our Services. VADIFYonly gives you a limited license and right to use your Account.

WE MAY DELETE OR TERMINATE ACCOUNTS THAT ARE INACTIVE (I.E., NOT LOGGED INTO) FOR 180 DAYS IN ORDER TO AVOID RETAINING DATA THAT IS NO LONGER NEEDED AND/OR TO IMPROVE OUR SERVICES.

User Content

You may transmit, upload, publish or post User Content on the VADIFYServices, and in doing so, you agree that:

  1. it will be accurate;
  2. it will be non-confidential;
  3. it will not be in violation of any law;
  4. it will not be in violation of any contractual restrictions or rights of other parties, and that you have acquired requisite permission to use the User Content from the other party whose intellectual property or other information is contained within the User Content;
  5. it will be free from any worms, spyware, viruses, adware, worms, or other malicious code;                                       

You are solely responsible for backing up and securing your User Content as they will be processed by VADIFY in accordance with VADIFY’s Privacy Policy.

VADIFY will consider any User Content that you publish, post, or transmit as non-confidential and non-proprietary. You give VADIFY, a perpetual and irrevocable (other than as provided below or in our Privacy Policy), worldwide, royalty free, non-exclusive, license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Content and any modified and derivative works thereof in connection with the Services, including in marketing and promotions while you will retain all of your ownership rights in your User Content. You waive any moral rights you may have in any User Content (like the right to be identified as the author of the User Content or the right to object to a certain use of that User Content) to the extent allowed by applicable laws.

If, in our opinion, any User Content does not comply with these Terms, we reserve the right to remove such User Content from the Services. In case we receive a notice or complaint from a third party that any User Content constitutes a breach of their intellectual property rights or their right to privacy, we will have the right to disclose your identity to such third party.Wherever legally required to do so, we will disclose your User Content to other third parties or government bodies if they so request and require.

When you request deletion of your Account by submitting a request at legal@VADIFY.comas described in our Privacy Policy, our license to your User Content ends, with the following exceptions:

  1. Any User Content submitted in response to VADIFY promotions. Such content will be subjected to any terms provided in the promotion;
  2. User Content either shared with others, which they have not deleted or already used publicly as allowed under these Terms; and
  3. In case aUser Content is subject to a separate license with VADIFY, such content will be subjected to the terms of such license.

We will take reasonable steps to remove your User Content from active use, which may include suppression of your User Content in our systems, if you request deletion of your User Content. User Content may however continue to persist in our systems, along with in back-up copies. If we reasonably believe it is legally required, we may retain copies of any User Content with us.

We cannot guarantee that other users will not use the ideas and information that you share when you post, publish, or transmit your observations and comments on the Services, such as in blogs, forums, and chat features. It is recommended to not post any idea or information that you would like to keep confidential and/or don’t want others to use. VADIFY WILL NOT BE HELD RESPONSIBLE FOR ANY OTHER PERSON’S USE OR APPROPRIATION OF ANY CONTENT OR INFORMATION YOU TRANSMIT, POST, OR PUBLISH IN ANY FORUMS, CHAT ROOMS OR BLOGS.

6. MONITORING USE OF SERVICES AND USER CONTENT

VADIFY has no obligation to monitor the Services for illegal User Content or inappropriate or the conduct of other users. VADIFY will not be held responsible for information, materials, products, or services provided by other users (for instance, in their profiles) and User Content is not approved by us. In case of suspected violation of these Terms or misuse of the Services, please use the “Report Abuse” link provided in the Services or contact us at legal@VADIFY.com. 

VADIFY has the right, in our sole discretion, to record, monitor, or store your communications and interactions with the Services or your communications with VADIFY or any other user when you are using the Services.VADIFY, at its discretion, may choose to edit, refuse to post, or remove any User Content from the Services. If we determine that your communications or User Content violate these Terms, we have the right, in our sole discretion and without notice, to disable your ability to post User Content or to communicate with other users, or we may terminate your access to the Services entirely.

7. YOUR DEALINGS WITH OTHER USERS

You are responsible for your interactions with other users. If you have a problem with another user, we are not required to get involved, but we can if we desire.

If you have a dispute with another user, you release VADIFY, and all VADIFY Affiliate entities from responsibility, claims, demands, and/or damages (actual or consequential) of every kind and nature, whether known or unknown, resulting from that dispute or connected to that dispute. This includes damages for loss of profits, goodwill, use, or data. This does not apply to users located in the EEA. If you are located in the EEA, your liability vis-à-vis VADIFY is as set forth by the law applicable in the country where you reside.

We may allow you to use the Services to initiate SMS or MMS text messages to your friends, family, or other contacts. You are not required to send such text messages, you are solely responsible for them, and you understand that standard text messaging and data rates may apply based on your plan with your mobile phone carrier. You also understand that VADIFY does not control the recipients, content, or timing of these text messages. If you choose to send text messages through the Services, you represent and warrant to us that the recipients of the text messages have appropriately consented to receive the text messages.

8. PROHIBITIONS

VADIFY has a list of prohibitions which you agree you will not do under any circumstances. The prohibitions include:

  • Not to publish, post, submit, upload or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
  • Not to, without VADIFY’ express written consent, display, mirror, use or frame the Services, or any element within the Services, VADIFY’s name, trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page;
  • Not to access or tamper with in any way, or use non-public areas of the VADIFY’s computer systems, Services, or the technical delivery systems of VADIFY’s providers;
  • No attempt at probing, scanning, or testing the vulnerability of any VADIFYnetwork or system or breach of any authentication or security measures;
  • No attempt should be made at avoiding, bypassing, removing, deactivating, impairing, descrambling or otherwise circumventing any technological measure implemented by VADIFY or any of VADIFY’ providers or any other third party (including another user);
  • Using of any software, tool, device, agent, engine,or mechanism (including crawlers, data mining tools, robots, spiders, or the like) other than the software and/or search agents provided by VADIFY or other generally available thirdparty web browsers for attempting to access or search the Services or download User Content from the Services;
  • No attempt should be made at sending any unauthorized or unsolicited advertising, promotional or marketing materials, spams, chain letters, emails, junk mails, or any other form of solicitation;
  • Using, without VADIFY’ express written consent, metadata utilizing a VADIFY’ trademark, logo URL or product name or any meta tags or other hidden text;
  • Using the Servicesin any manner which is not permitted by these Terms for any commercial purpose or the benefit of any third party;
  • Using the Services in any way for sending deceptive, altered, or false source-identifying information or forging any TCP/IP packet header or any part of the header information in any newsgroup posting or email;
  • No attempt should be made to reverse engineer, disassemble, undo, decompile, decode, ordecipher any of the software used to provide the Services;
  • Interfering with, or attempting to interfere with, the access of any host, network or user, including, without limitation, sending a virus, flooding, spamming, overloading, or mail-bombing the Services;
  • No attempt should be made, without express permission, to collect or store any personally identifiable information of the other users from the Services;
  • No attempt should be made at impersonating or misrepresenting your affiliation with any person or entity;
  • No attempt should be made at violating any applicable law or regulation; or
  • No attempt should be made to encourage or enable any other individual to do any of the foregoingactivities.

Although we’re not obligated to monitor access to or use of the Services or User Content or to review or edit any User Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any User Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

9. THIRD-PARTY ADVERTISING

Our Services may feature advertisements from us or other companies. Our Privacy Policy explains what information we share with advertisers. Please read it.

Sometimes we provide links on the Services to other third-party companies’ websites or to companies who invite you to participate in a promotional offer and offer you some feature of the Services or upgrade in exchange. Any charge or obligation you take on in dealing with these other companies is your responsibility.

We are not responsible for any third-party website that we link to in our Services, and such a link does not mean we endorse or approve that linked site or any information you obtain from it. We are not liable for any claim relating to any content, goods, and/or services of third parties.

Please also note that the linked third-party sites are not under our control and may collect data or ask you to provide them with personal or other information, or they may automatically collect information from you. When you use these third-party sites and services, the third-party company may (or may not) ask you for permission to access your information and content. We are not responsible for these other companies’ content, business practices, or privacy policies, or for how they collect, use, or share the information they get from you.

10. COPYRIGHT NOTICES/COMPLAINTS

VADIFY requires all users of the Services to comply with copyright and related laws. VADIFY itself is committed to complying with copyright and related laws. VADIFY prohibits storing any material or content on, or disseminating any material or content over, the Services in any manner that constitutes an infringement of third party intellectual property rights, including rights granted by copyright law to the owners of the copyrighted works. Owners of copyrighted works in the United States may report alleged infringements by taking advantage of certain provisions of the US Digital Millennium Copyright Act of 1998 (the “DMCA”) – especially the owners who believe that their rights under copyright law have been infringed.Without obtaining the prior written consent from the owner of proprietary and Intellectual Property rights, VADIFY prohibits you frommodifying, reproducing, posting, or distributing in any way any copyrighted material, trademarks, or other proprietary information belonging to such owners.VADIFY, upon receipt of proper notification to VADIFY by the copyright owner or the copyright owner’s legal agent, can terminate privileges of any user who repeatedly infringes the copyright rights of others.

We encourage you to contact us immediately in case you believe that a posted message or any other material posted on the Servicesis objectionable or infringingany proprietary work. Upon receipt of a notice or complaint, we will remove or stop access to, the material claimed to be infringing and will follow the due procedures specified in the DMCA to resolve the claim between the complainant and the alleged infringer who posted the content in issue.

If you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our designated agent (indicated below) with the following information:

(a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

(b) A description of the copyrighted work or other intellectual property that you claim has been infringed;

(c) A description of where the material that you claim is infringing is located on the Services;

(d) Your address, telephone number, and email address;

(e) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and

(f) A statement by you, made under penalty of perjury, that the information contained in your report is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

(g) Our designated agent for notice of claims of copyright infringement can be reached as follows:

By Mail: support@VADIFY.com Subject line: DMCA

11. FEEDBACK AND UNSOLICITED IDEAS

VADIFY is always pleased to receive feedback/ideas regarding its existing features with the exception of unsolicited ideas and expressions. VADIFY will consider only specific feedback/ideas on existing features, and reserves the right to discard ideas that our policy will not permit us to accept or consider. You can post these feedbacks/ideas at: support@VADIFY.com

Any feedback you provide is deemed to be non-confidential and non-proprietary. We may use such information on an unrestricted basis, without having an obligation to compensate you or any other third party.

VADIFY strictly does not accept or consider any unsolicited suggestions, proposals, ideas, materials, or comments (“Submissions”). In case you still send your Submissions, then regardless of the contents of your Submissions, the following terms shall apply in which you agree that:

  • VADIFYwill consider the Submissions to be non-confidential and non-proprietary.
  • VADIFY shall have no obligations whatsoever concerning the Submissions, including but not limited to, no obligation to return any materials, keep the materials or acknowledge receipt of any Submissions.
  • VADIFY may use, redistribute, or disclose the Submissions for any purpose and in any way, without any compensation to you or any third party.

12. AVAILABILITY OF THE SERVICES; WARRANTY

Availability of the Services 

VADIFY and its Affiliate entities, makes no guarantees or promises that the Services or any content provided on the Services will always be available without any interruption or will be error-free. VADIFYmay for business and operational reasons, withdraw, stop, suspend, interrupt or restrict the availability of all or any part of our Services.

Warranty Disclaimers

USE OF THE SERVICES IS AT YOUR SOLE RISK. THEY ARE PROVIDED ON AN “AS IS” BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, VADIFY, AND ITS AFFILIATE ENTITIES MAKE NO WARRANTIES, CONDITIONS, OR OTHER TERMS OF ANY KIND, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. VADIFY, AND ITS AFFILIATE ENTITIES DISCLAIM ANY WARRANTIES OF TITLE OR IMPLIED WARRANTIES, CONDITIONS, OR OTHER TERMS OF NON-INFRINGEMENT, MERCHANTABILITY, QUIET ENJOYMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

If your state or country does not allow these disclaimers, they do not apply to you. If your state or country requires a certain period for which a warranty applies, it will be either the shorter of 30 days from your first use of the Services or the shortest period required by law.

13. LIMITATIONS; INDEMNITY; WAIVER OF LIABILITY

YOU ACKNOWLEDGE THAT VADIFY, AND ITS AFFILIATE ENTITIES ARE NOT LIABLE

(1) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL, OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICES; OR

(2) FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICES AND OPERATORS OF EXTERNAL SITES.

THE RISK OF USING THE SERVICES AND EXTERNAL SITES RESTS ENTIRELY WITH YOU AS DOES THE RISK OF INJURY FROM THE SERVICES AND EXTERNAL SITES.

TO THE FULLEST EXTENT ALLOWED BY ANY LAW THAT APPLIES, THE DISCLAIMERS OF LIABILITY IN THESE TERMS APPLY TO ALL DAMAGES OR INJURY CAUSED BY THE SERVICES, OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICES, UNDER ANY CAUSE OF ACTION IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT, OR TORT (INCLUDING NEGLIGENCE).

TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, THE TOTAL LIABILITY OF VADIFY, AND ITS AFFILIATE ENTITIES IS LIMITED TO THE TOTAL AMOUNT YOU HAVE PAID VADIFY, AND/ OR ITS AFFILIATE ENTITIESFOR USE OF THE SERVICES, PRODUCTS OR USER CONTENT IN THE ONE HUNDRED AND EIGHTY DAYS (180) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.

IF YOU HAVE NOT PAID VADIFY, AND/OR ITS AFFILIATE ENTITIES ANY AMOUNT IN THE ONE HUNDRED AND EIGHTY DAYS (180) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH VADIFY, AND/OR ANY VADIFY AFFILIATE ENTITIES IS TO STOP USING THE SERVICES AND TO CANCEL YOUR ACCOUNT.

Some states or countries do not allow the exclusion of certain warranties or the limitations/exclusions of liability described above, which means these limitations/exclusions may not apply to you if you reside in one of those states or countries.

These limitations/exclusions to do not apply to users located in the EEA. For those users, if VADIFY fails to comply with these Terms, VADIFY is responsible for loss or damage you suffer that is a foreseeable result of VADIFY’s breach of these Terms or is a result of VADIFY’s negligence, but VADIFY is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of our breach or if it was contemplated by you and VADIFY at the time we entered into these Terms.

You will indemnify and hold harmless VADIFY and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services or User Content or (ii) your violation of these Terms.

14. DISPUTE RESOLUTION; CLASS ACTION WAIVER

ARBITRATION NOTICE AND CLASS ACTION WAIVER 

IMPORTANT NOTICE: UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “ARBITRATION” SECTION BELOW, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “ARBITRATION“ SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND VADIFY LLC WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDINGS. 

Governing Law

The governing law for these Terms of Service and any action related thereto will be the laws of the State ofCalifornia, without regard to its conflict of laws provisions.

Agreement to Arbitrate

You and VADIFY agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services, Products or User Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide VADIFY with written notice of your desire to do so by email at support@VADIFY.com within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide VADIFY with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide VADIFY with an Arbitration Opt-out Notice, will be the state and federal courts located in the State of Californiaand each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide VADIFY with an Arbitration Opt-out Notice, you acknowledge and agree that you and VADIFY are each waiving the right to a trial by a judge or a jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and VADIFY otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims,and may not otherwise preside over any form of any class or representative proceeding.If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor VADIFY are entitled to arbitration; instead all claims and disputes will be resolved in a court of competent jurisdiction. In any litigation between you and VADIFY over whether to vacate or enforce an arbitration award, you and VADIFYwaive all rights to a jury trial, and elect instead to have the dispute be resolved by a judge. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

Arbitration Rules

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration form and a separate form for Demand for Arbitration for California residents.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure

If the claim is for $10,000 or less, the party initiating the arbitration may choose whether the arbitration will be conducted (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance based telephonic hearing; or (3) by an in-person hearing as established by the AAA Rules in the county of your billing address. In the case of an in-person hearing, the proceedings will be conducted at a location which is reasonably convenient for both parties with due consideration of the ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by the arbitration institution.If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision

The arbitrator will decide the jurisdiction of the arbitration and the rights and liabilities, if any, of you and VADIFY. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award all remedies available under applicable law, the arbitral forum’s rules, and the Terms. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and VADIFY.

Fees

Your arbitration fees and your share of arbitrator compensation will be limited to those fees set forth in the AAA Rules with the remainder paid by VADIFY. If the arbitrator finds that either the substance of your claim or the relief sought in the arbitration 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 AAA Rules. In such case, you agree to reimburse VADIFY for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. 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 either party made within 14 days of the arbitrator’s ruling on the merits.

Changes

Notwithstanding the provisionsof modifications provided above in Section 2, if VADIFY changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to legal@VADIFY.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of VADIFY’ email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and VADIFY in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

Survival

This Section 14 shall survive termination of these Terms.

15. APPLICABLE LAW

If you are located in the United States, you agree that these Terms of Service affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of Section 16related to Dispute Resolution and Class Action Waiver.

Further, our relationship and these terms of service will be governed by the law of State of California, except for its conflict of laws principles.

If you are located outside the United States, our relationship and these Terms will be governed by Vienna International Arbitral Centre (VIAC), Vienna.

16. VENUE FOR LEGAL DISPUTES NOT SUBJECT TO ARBITRATION

Unless the parties agree to any other location, any judicial proceedings other than the small claims actions andthe ones that are excluded from the Arbitration Agreement – Section 14 must be brought in a state or a federal court in California.You, VADIFY, and its Affiliate Entities all consent to personal jurisdiction and venue in the State of California.

Further, our relationship and these terms of service will be governed by the law of State of California, except for its conflict of laws principles.

If you are located outside the United States, our relationship and these Terms will be governed by Vienna International Arbitral Centre (VIAC), Vienna.

17. SEPARATION OF TERMS

You and VADIFY agree that the contents of each of the paragraphs of these Terms operate separately. If any part of these Terms,is unenforceable, the rest of these Terms, shall still apply and shall be binding, and any part which is not an enforceable term will be replaced with a term or a clause that comes as legally and economically close to the unenforceable term as possible, with the possible exceptions as described in Section 14.

18. ASSIGNMENT

VADIFY may, with or without your consent, give its rights, or its obligations, under these Terms, to any person or entity. You, however,without first getting VADIFY’ written consent, cannot give or sell your rights or your obligations under these Terms to anyone, and any attempt to do so without VADIFY’ consent is void and actionable against you.

19. ENTIRE AGREEMENT

These Terms of Service, along with any other policies or rules referenced in these Terms of Service, make up the entire agreement between you and VADIFY relating to the subject matter present in these Terms of Service, and supersede all prior understandings, confirmations, and agreements of the parties relating to the subject matter of these Terms of Service, irrespective whether those prior understandings were oral or written, electronic, or whether established by any custom, practice, policy or precedent, between you and VADIFY.

20. LANGUAGE OF THE TERMS

The language used in these Terms, Privacy Policy, or any other terms or policy is English. Any translated version of these documents provided to you is for informational purposes only. In case the translated version means something different from the English language version, then the English meaning will be applicable.

21. NO WAIVER

The failure of VADIFY to require or enforce strict performance by you of any provision of these Terms of Service or the VADIFY Privacy Policy or failure to exercise any right under them shall not be construed as a waiver or relinquishment of VADIFY’ right to assert or rely upon any such provision or right in that or any other instance.

The express waiver by VADIFY of any provision, condition, or requirement of these Terms of Service or the VADIFY Privacy Policy shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

Except as expressly and specifically set forth in this these Terms of Service, no representations, statements, consents, waivers, or other acts or omissions by VADIFY shall be deemed a modification of these Terms of Service nor legally binding, unless documented in physical writing, hand signed by You and a duly appointed officer of VADIFY.

22. WAIVER OF SECTION 1542

With respect to the releases of liability set out in this Terms of Use, you acknowledge that you understand the consequences of entering into the general release and discharge of all known and unknown claims as stated in this agreement and that you are familiar with the provisions of section 1542 of the California Civil Code, which provides that:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

You hereby waive all rights under section 1542 and under any other federal or state statutes or laws of similar effect.

The express waiver by VADIFY of any provision, condition, or requirement of these Terms of Service or the VADIFY Privacy Policy shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

Except as expressly and specifically set forth in this these Terms of Service, no representations, statements, consents, waivers, or other acts or omissions by VADIFY shall be deemed a modification of these Terms of Service nor legally binding, unless documented in physical writing, hand signed by You and a duly appointed officer of VADIFY.

23. NOTICES

VADIFY may send notice(s)to you of something according to the Terms of Service. Such notice(s) will be notified to you by (i) posting a message on our Services, or (ii) sending you an e-mail, or (ii) other ways of communication based on the contact information you provide to us.

If you have to give us notice of something according to the Terms of Service, the notice must be in writing and addressed to VADIFYINC, Attn: LEGAL DEPARTMENT, 510 Peninsula Ave, #202, Burlingame, CA 94010, USA, unless we have provided a more specific way of notifying us.

24. FORCE MAJEURE

VADIFY will not be held liable for any damages or problems arising out of our control.Any damage or problem caused by act of god such as floods, natural disasters will not be covered by VADIFY. In addition to act of God, VADIFY will also not cover any damages or problems caused by network infrastructure failures, pandemic, strikes, riots, war, terrorism, fire, embargoes, acts of civil or military authorities, accidents, or shortages of transportation, facilities, fuel, energy, labor, or materials.