TERMS AND CONDITIONS

Date of Initial Publication: 31 May 2023
Last Updated: 9 August 2023 

  1. Introduction

VAIB (as defined below) allows you to engage in a chat with an AI model generating individualized responses. These terms and conditions (“Terms”) govern the Site, and all uses thereof (collectively called the “Services”). Your agreement with us includes these Terms, our Code of Conduct and any other documents relevant to our Site (collectively, this “Agreement”). You acknowledge that you have read and understood the Agreement and agree to be bound by it. If you do not agree with (or cannot comply with) the Agreement, then you may not use the Services. These Terms apply to all visitors, users and others who wish to access or use the Services.

  1. Definitions

In these Terms:

“Account” has the meaning given to it in Clause 4;

“AI” means machine-demonstrated artificial intelligence systems, software or integrated machines that perform tasks under the varying and hard-to-predict circumstances (in this case of producing generative-visual images based on a series of actual images uploaded) and which process can be improved by learning from repetitive experience based on exposure to data sets, without material human oversight.

“Applicable Law” means any law, rule, statute, subordinate legislation, regulation, by-law order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgement, award, decree, treaty, directive, or other requirement or guideline published or in force at any time which applies to or is otherwise intended to govern or regulate any person (including all parties to this Terms), property, transaction, activity, event or other matter, including any rule, order, judgement, directive or other requirement or guideline issued by any governmental or regulatory authority;

“Clause” means each numbered provision or section of these Terms;

“Code of Conduct” means the VAIB Code of Conduct;

“Content” has the meaning given to it in Clause 9;

“include(s)/including” shall be construed to be followed by the words “without limitation”;

“Output” means the content created, generated or produced by your use of the AI via the Site, and which may be manipulated by the user for subsequent purposes in Permitted Environments.

“Permitted Environments” means such third-party sites, platforms, databases, systems, applications or severs that may be permitted by us for the purposes of transferring, storing, disseminating, using, facilitating or projecting the Output generated by you.

“Site” means the website at vaib.me related to VAIB and offering the Services, on which the collection of webpages includes these Terms and Conditions, the Code of Conduct any relevant FAQs, graphical interfaces and general information about the Services;

“Terms” has the meaning given to it in Clause 1;

“User Content” has the meaning given to it in Clause 8;

“VAIB” means vaib.me and/or its affiliated entities offering the Services.

“we/us/our” means VAIB;

“you/your/User” means the user of the VAIB;

  1. Eligibility 

We have sole and absolute discretion to determine access to the Services. By agreeing to these Terms, you represent and warrant that:

  1. You are at least 18 years of age, or the minimum age required in your jurisdiction of residence to have the necessary legal capacity, right, power and authority to accept these Terms;
  2. You have the full right, power, and authority to agree to these Terms;
  3. You are not impersonating any other person;
  4. You will not use the Site if any Applicable Laws in your country prohibit you from doing so in accordance with these Terms;
  5. You are compliant with all Applicable Laws to which you are subject to;
  6. You have read, understood and agreed to these Terms, our Code of Conduct or otherwise the Agreement.

  1. Accessing the Services

  1. You agree to create a VAIB account (“Account”) only through the official Site and to bind a funded payment method to such account, to access and use the Services.
  2. You agree to make the requisite payment (regarding which more specific terms are set out further below in Clause 6) which amount shall be specified according to your usage of the Services. You shall make the requisite payment in the manner required via the Site.
  3. You understand that there may be a waiting time between finalization of payment and the generation of the Output, and that this waiting time may fluctuate based on demand for the Services.
  4. You are responsible for all matters relating to your Account on the Site, and for ensuring that all uses thereof comply fully with these Terms and the Code of Conduct. You are responsible for protecting the confidentiality of your Account.
  5. We reserve the rights and discretion to develop rewards programs (whether in the Accounts or on Permitted Environments).

  1. Changes to the Site or Content 

  1. We may in our absolute and sole discretion change, update, amend, remove, or discontinue any or all parts or features of the Terms, Site and/or Content at any time without prior notice to you. It is your responsibility to check these Terms periodically for changes. Your continued use of the Site or Content following any such changes of Terms will mean that you accept and agree to such Terms.
  2. In particular, Output generated which is deemed by VAIB, in its sole and absolute discretion, to be in breach of the Code of Conduct, shall be removed by VAIB without prior notice to you.
  3. We will not be liable if for any reason all or any part of the Site or Content is unavailable at any time or for any period. From time to time, we may restrict access to some parts of Service, or the entire Service, to any users.

 

  1. Fees and Payments 

  1. By using the Services and obtaining any Output, you agree to pay all applicable fees and as determined by us in our sole discretion, and you authorize us to automatically deduct fees directly from payments to you and/or add fees to your payments to us where applicable.
  2. Fees may be paid or payable solely in the manner determined in our sole discretion.  Service fees (including but not limited to platform fees) may be adjusted from time to time in our sole discretion.
  3. No refunds are permitted except at our sole discretion (for service fees or other fees within our control). You understand that if we reject some or the Content you provide on any of the grounds specified in the Agreement, we may retain payment until such time as you submit the requisite Content for the creation of your Output. We may not be able to refund any or all of the fees already paid by you if the Output generation is in progress, partially or otherwise.
  4. You agree that you will only use payment methods and accounts belonging to you in your personal capacity to pay for any of the Services and/or for any Output.  You are strictly prohibited from using a payment method or payment account which belongs to a third party.
  5. Service fees represent payment for the enjoyment of the Services provided only.  User does not retain any ownership in or of the Services or the Output and we reserve the right, in our sole and absolute discretion to remove, delete, or otherwise permanently remove any of the Services or Output at any time.  All ownership and rights to the Output are exclusively owned by VAIB.

  1. Your Use of the Site and Conduct.

We hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site and Output. Our grant of such license is subject to the following conditions. You undertake not to (and shall not, knowingly or otherwise, authorize, allow or assist any other party to):

  1. Use the Site or your Account to conduct electronic spamming or otherwise distribute any unsolicited or unauthorized advertising, promotional or marketing material, spam, junk or chain messages;
  2. Use the Site or your Account to perform unlawful activities that violate any Applicable Laws (including but not limited to money laundering, terrorism financing and/or fraudulent activities) or otherwise engage in illegal, unethical, immoral, harmful, offensive or threatening activities;
  3. Use the Site or your Account to engage in any form of bullying, harassment, impersonation or imitation of another person;
  4. Use the Site or your Account to engage in any activity which operates to defraud or harm any brand, other users, or any other person, or to provide any false, inaccurate, or misleading information to any person or third party;
  5. Use the Site or your Account to upload content that contains or is infected with viruses, malicious codes, Trojan horses, or contains any other harmful or deleterious program;
  6. Modify or adapt the whole or any part of the Content or Site or incorporate the Site into any other programme or application;
  7. Disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code, object code, underlying concepts, ideas and algorithms of the Site or any components thereof;
  8. Use the Site or your Account in any manner that would lead to infringement of our, our affiliates’ or any third party’s intellectual property rights, including without limitation any copyright, patent or trademark. You undertake not to take or attempt to take any action or claim ownership of any property that infringes or would infringe upon our intellectual property interests;
  9. Use the Site or your Account in a way that could damage, disable, impair or compromise the Site or the provision of the VAIB; interfere with other users’ use or enjoyment of the Site or Content; affect our reputation or goodwill; or expose us or our affiliates or other users to liability;
  10. Use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Service and/or Site, extract data, or otherwise interfere with or modify the rendering of Service pages or functionality;
  11. broadcast, disseminate or otherwise make public any Output which is generated by you in the course of using the Services to any third-party.  Output generated is for your sole and personal enjoyment, only;
  12. Take any action to gain or attempt to gain unauthorized access to the account or wallets of other users;
  13. Take any action that imposes an unreasonable or disproportionately large burden or load on the Site’s infrastructure (including, but without limitation to our servers, networks, data centers and related or like equipment) and detrimentally interfere with, intercept or expropriate any system, data or information belonging to other users of the Services; or otherwise attempt to interfere with the proper working of the Site;
  14. Engage in any other activities deemed inappropriate by us in our sole and absolute discretion or which is in contravention of these Terms, the Code of Conduct or any Applicable Laws;
  15. Provide false, inaccurate, incomplete or misleading information to us or any of our affiliates or third-party services providers;
  16. Use the Site or your Account to engage in any lottery, bidding fee auctions, contests, sweepstakes, or other games of chance; and,

  1. User Content
  1. The Site allows you to create an AI character by uploading certain inputs including image(s) and personality prompts (“Character Input”) and to engage in a chat with an AI model generating individualized responses based on your input (in whatever manner, whether in information, language or image, text or audio) (“Chat Input”, together with Character Input, “User Content”) and make payment for the purposes of generating Output which we may allow further use on Permitted Environments.
  2. The Site may also permit you to explore or use content, sites or software created by third parties (“Third Party Content”). We do not make any representations or warranties about any Third-Party Content visible through the Site or the Services and you bear responsibility for verifying the legitimacy, authenticity, quality, origin and legality of any Third-Party Content that you interact with. We provide access only as a convenience and are not responsible for such Third-Party Content. We also cannot guarantee that any Output visible on the Site will always remain visible and/or available for further use or interaction.
  3. You understand and agree that you are responsible for any User Content you submit or contribute, and you have full and sole responsibility for such content, including its legality, compliance with the Code of Conduct and these Terms, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content, accuracy, or appropriateness of any User Content posted by you or any other user on the Site. We do not control or endorse the content, messages or information found in any User Content and we specifically disclaim any liability with regards to the Services and any Output or actions resulting from any User’s engagement with the Services.
  4. Any information you post on the Site will be considered non-confidential. By providing any User Content on the Site and/or through the Services, you grant us and our affiliates and our respective licensees, successors, and assignees the right to use, reproduce, modify, perform, display, distribute, retransmit, publish, broadcast, and otherwise disclose to third parties any such material for any purpose.
  5. You represent and warrant that:
  1. you own and control all rights in and to your User Content and have the right to grant such licenses to us and our affiliates and our respective licensees, successors, and assignees;
  2. any Character Input you provide is either based on: (i) your own image, likeness and personality; (ii) a character which you have wholly created and does not rely on or use the image, likeness or personality of any other person or character, or third party’s character, whether real or fictional; or, (iii) a character whose image, likeness or personality you have acquired the intellectual property rights to; and
  3. all of your User Content does and will comply with these Terms and the broader Agreement. You also agree that you will not infringe on the intellectual property of others.
  1. We have the right, but not the obligation, to monitor and analyze the use of the User Content and/or the Site to determine compliance with these Terms and any operating rules established by us and to satisfy any law, regulation or authorized government request.

 

  1. Intellectual Property Rights

 

  1. Unless otherwise indicated by us, all content and other materials contained therein, including, without limitation, our logo, and all designs, text graphics, pictures, information, data, software, and files relating to the Site (the “Content”) are the proprietary property of us or our affiliates, licensors, or users, as applicable. All rights reserved.
  2. Our logo and any product or service names, logos, or slogans that may appear on the Site or elsewhere are our proprietary property of and may not be copied, imitated or used, in whole or in part, without our prior written permission.
  3. Unless otherwise stated, you may not use any Content without our express written permission. We reserve the right to suspend or terminate any Account that has actually or allegedly infringed upon any person’s intellectual property rights.
  4. All other copyrights, trademarks, product names, and logos on the Site relating to and including the Output, is the property of VAIB and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable intellectual property right owner.
  5. You acknowledge and agree that by providing any User Content to the Site, you (i) grant us a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide, and irrevocable license to use and display such Character Input; (ii) grant other users a non-exclusive, non-transferable, non-sublicensable, worldwide, and irrevocable license to use and interact with the Character Input.

  1. Ownership of the Output

  1. When you generate Output on the Site, VAIB shall own the content of such Output and has the sole right to deal with the Output generally.
  2. Notwithstanding anything to the contrary in the Agreement, you cannot do any of the following:
  1. promote your website, application, app, software, product, business or any other commercial project; and,
  2. promote any political, social, ideological or financial cause; encourage, support or endorse self-harm, hate groups, violence, terrorism or criminal behavior; incite or spread hate or acts of hate or otherwise create Output that breaches the Code of Conduct.
  3. As a result of the foregoing, users shall be strictly prohibited from downloading, saving or otherwise making a copy of the Output generated from the Site in a way which seeks to violate any rule or provision of these Terms and Conditions or the Code of Conduct.

 

  1. Limitation of Services / Termination / Account Closure

  1. We reserve the right, without notice and in our sole discretion, to terminate or suspend your access to or use of the Site, Content or Output, and/or close your Account, at any time for and any reason but in particular, if we suspect in our sole discretion that: (i) your Account is being used or is suspected of being used for illegal activity; (ii) you have concealed or provided false information; (iii) you have or we suspect that you have engaged in fraudulent activity; and/or (iv) you have or we suspect that you have engaged in activity in violation of these Terms and/or the Code of Conduct.
  2. We reserve the right at all times to disclose any information as it deems necessary to satisfy any Applicable Law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in our sole discretion.
  3. In the event that your Account is terminated or your access to or use of the Site is suspended for whatever reason (including, for the avoidance of doubt, an account closure initiated by you), you shall not receive a refund for any funds held but unused in your Account, or, for any payments previously made for any of the Services, Content or Output.  

  1. Assumption of Risks / Non-Reliance

  1. The Service is provided for entertainment purposes only. The Output is not intended to be and should not be construed or used as legal, financial, professional, dietary, health or any other form of expert opinion. We do not guarantee the accuracy, completeness, or reliability of any Output or any information provided through the Service. The Output should not be relied upon as a substitute for professional advice or judgment. Users are solely responsible for any decisions, actions or risks they undertake based on the Output.
  2. The Output is generated by an AI software based on existing data and input provided (namely, User content), and it is not intended to and does not reflect our view, position or opinion, nor any third party’s view, position or opinion. We disclaim all liability for any Output, including but not limited to any inaccuracies, errors, or omissions in such Output. Users should independently verify and validate any information obtained through the Service.
  3. You understand and agree that your access and use of the Site is subject to certain risks including without limitation:
  1. The regulatory regime governing Artificial Intelligence, blockchain technologies, non-fungible tokens, cryptocurrency, smart contracts is uncertain, and legislative and regulatory changes, investigations, inquiries, claims, actions, decisions or judgments may adversely affect the use of the Services;
  2. To the extent that we rely on third-party platforms and/or vendors, we bear no obligation to and may not be able to maintain a good relationship with such platform providers and/or vendors; if the terms and conditions or pricing of such platform providers and/or vendors change; if we violate or cannot comply with the terms and conditions of such platforms and/or vendors; or if any of such platforms and/or vendors loses market share or falls out of favor or is unavailable for a prolonged period of time, your access to and use of the Services will suffer; and
  3. You understand and agree that you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself. We do not give any advice or recommendations regarding the Output. YOU EXPRESSLY AGREE THAT YOUR ACCESS AND USE OF THE SITE, CONTENT, OUTPUT AND/OR ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR SOLE RISK AND FOR YOUR SOLE ENTERTAINMENT PURPOSE.
  1. Taxes 

You agree that you are solely responsible for determining what, if any, taxes apply to your transactions on the Site. Neither we nor any of our affiliated entities is responsible for determining the taxes that may apply to your transactions on the Site or in relation to the Services.

  1. Disclaimers 

  1. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY US, THE SITE, CONTENT CONTAINED THEREIN, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
  2. We make no warranty that the Site, Services or Output will:
  1. meet your needs, requirements or expectations;
  2. be available on an uninterrupted, timely, secure, or error-free basis; or
  3. be accurate, reliable, complete, legal, or safe.
  1. We will not be liable for any loss of any kind from any action taken or taken in reliance on material or information contained on the Site.
  2. We do not represent or warrant that any content on the Site is accurate, complete, reliable, current or error-free.
  3. While we attempt to make your access to and use of the Site and Content safe, we do not represent or warrant that the Site, Content, Services, or any other part of the Site or Output are free of viruses or other harmful components. We cannot guarantee the security of any data that you disclose online. You acknowledge and accept the inherent security risks of providing information and dealing online over the Internet.
  4. We will not be responsible for any breach of security unless it is due to our gross negligence. We will not be responsible or liable to you for any loss and take no responsibility for, and will not be liable to you for, any use of the Services including but not limited to, any losses, damages, or claims arising from:
  1. user error such as if you forget your password(s);
  2. server failure or data loss; or,
  3. loss of Output.
  1. We reserve the right and without liability to you to do the following at any time in our sole discretion and without notice to you: update, change, remove, cancel, suspend, disable or restrict access to or discontinue the Site, Content or Services, or change any features, component or content of the aforementioned or; decline, suspend, cancel, reverse, void or partially execute any instruction; or reverse, cancel, clawback, change any terms or refuse to honor any payment or rewards.
  2. TO THE FULLEST EXTENT PROVIDED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SITE, CONTENT, SERVICES, AND OUTPUT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

  1. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SITE, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF THE SITE, PRODUCTS OR THIRD-PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS AND USE OF THE SITE, CONTENT, OUTPUT OR ANY PRODUCT OR SERVICES PURCHASES ON THE SITE EXCEED US$1. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR ANY INJURY CAUSED BY OUR FRAUD OR FRAUDULENT MISREPRESENTATION.

  1. Indemnification 

To the fullest extent permitted by Applicable Law, you agree to indemnify, defend and hold harmless us, our affiliates and  past, present and future employees, officers, directors, contractor, third-party, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively the “Our Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (i) your use or misuse of the Site, Content, Services or Output, (ii) your breach of these Terms, and (iii) your breach or violation of the rights of a third party, including another user or third party service provider. You agree to promptly notify us of any Claims and cooperate with Our Parties in defending such Claims. You further agree that Our Parties shall have control of the defense or settlement of any Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES THAT MAY BE SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND US.

  1. Miscellaneous 

  1. Amendment and Variation. These Terms may from time to time be updated or amended. Such updates and/or amendments will take effect immediately unless otherwise indicated. We will post any such updates on the Site. You should regularly check the Site to inform yourself of any such changes. In addition, we may at any time change, add or remove any feature or functionality of the Site without prior notice. By continuing to use the Content, Services, Output and/or the Site after any such changes have taken effect, you are indicating your acceptance of the updated or amended Terms as well as your acceptance of the Agreement. If you do not wish to be bound by any changes or amendments to these Terms or the broader Agreement, then you should stop using the Services and the Site immediately.
  2. Transfer, Assignment or Delegation. These Terms, and any rights and obligations and licenses granted hereunder, are limited, revocable, non-exclusive and personal to you and therefore may not be transferred, assigned or delegated by you to any third-party without our prior written consent, but may be transferred, assigned or delegated by us without notice and restriction, including without limitation to any of the entities within our group of entities, or to any successor in interest of any business associated with the Site, Content and/or Services. Any attempted transfer or assignment in violation hereof shall be null and void.
  3. Severability. If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of these Terms and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. Such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any Applicable Laws.
  4. Entire Agreement / Translation. These Terms constitute the entire agreement between the parties regarding its subject matter and supersedes and invalidates all other prior representations, arrangements, understandings, and agreements relating to the same subject matter, (whether oral or in writing, express or implied). Each party acknowledges that in agreeing to these Terms it does not rely on any statement, representation, warranty, or understanding other than those expressly set out in these Terms. These Terms are concluded in the English language and all communications including any notices or information being transmitted shall be in English. In the event that these Terms or any part of it is translated (for any proceedings, for your convenience or otherwise) into any other language, the English language text of these Terms shall prevail.
  5. Waiver. You understand and agree that if you have a dispute with any third parties, YOU RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE, YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOUR AT THE TIME OF FIRST ACCESSING THESE SERVICES.
  6. AGREEING TO THIS RELEASE. Notwithstanding the foregoing, these Terms shall not be waived in whole or in part except where agreed by the parties in writing. The delay of enforcement or the non-enforcement of any of the terms of these Terms by any party shall not be construed as a waiver of any of the other rights of that party arising out of the breach or any subsequent breach of any of these Terms and no right, power or remedy conferred upon or reserved for any party in these Terms is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.
  7. Third Party Rights. Other than the entities within our group of companies, a person who is not a party to these Terms has no right to enforce any of these Terms.
  8. Survival. All provisions of Terms which by their nature should survive termination shall survive termination, including, without limitation, section 9 (Intellectual Property Rights), section 10 (Your Ownership of the Output), section 11 (Limitation of Services/Termination/Account Closure), section 12 (Assumption of Risks), section 13 (Taxes), section 14 (Disclaimers), section 15 (Limitation of Liability), section 16 (Indemnification), section 17 (Miscellaneous), and section 18 (Governing Law and Jurisdiction).

  1. Governing Law and Dispute Resolution 

THESE TERMS INCLUDE A WAIVER OF YOUR RIGHT TO PARTICIPATE IN CLASS OR REPRESENTATIVE ACTIONS AND AN AGREEMENT TO RESOLVE DISPUTES BY ARBITRATION ON AN INDIVIDUAL BASIS.

  1.  Please read the following section carefully because it requires you to arbitrate certain disputes and claims with us and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under these Terms. In addition, arbitration precludes you from suing in court or having a jury trial.
  2. No Representative Actions; Class Waiver. You and VAIB agree that any dispute, including but not limited to disputes arising out of or related to these Terms or our Services is personal to you and VAIB and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
  3. Arbitration of Disputes. Except for small claims disputes in which you or VAIB seeks to bring an individual action in small claims court located in the county of your residence, as determined by VAIB, or disputes in which you or VAIB seek injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and VAIB waive your rights to a jury trial and to have any dispute resolved in court. These Terms to arbitrate disputes include, but is not limited to, any and all claims for relief and theories of liability between you and VAIB, whether based in contract, tort, fraud, negligence, regulation, or ordinance; claims for relief under any state or federal statutes, including, but not limited to, the federal and any state analogs of the Telephone Consumer Protection Act, the Fair Credit reporting Act, Fair and Accurate Credit Transactions Act, and other statutes, including state and federal statutes relating to the collection of personal and/or biometric data; claims for common law fraud, misrepresentation, or any other legal or equitable theory arising out of your relationship with VAIB, and/or any interactions between you and VAIB. If there is a final judicial determination that applicable law precludes enforcement of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
  4. Notice Requirement. For any dispute or claim that you have against VAIB or relating in any way to the Services, you may either proceed directly to arbitration, or you may first contact VAIB and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to us by email at contact@vaib.me. If you elect to pursue pre-arbitration resolution through the Notice option, the Notice must (i) include your name, residence address, email address, and telephone number; (ii) describe the nature and basis of the claim; and (iii) set forth the specific relief sought. VAIB shall also have the option, but not the requirement, to pursue informal pre-arbitration resolution with you through the Notice process set forth herein. Our notice to you, as and if applicable, will be similar in form to that described above. If you and VAIB cannot reach an agreement to resolve the claim through the Notice process, or if you or VAIB decide to immediately proceed to arbitration without pursuing pre-arbitration resolution through the Notice process, then either party may submit the dispute to binding arbitration administered by the American Arbitration Association (“AAA”), or, under the limited circumstances set forth above, in court. All disputes submitted to AAA will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will either be held in Miami-Dade County, Florida, or may be conducted telephonically or via video conference, if you agree. For disputes alleging damages less than $30,000, the dispute will be decided on the basis of the parties’ written submissions and no final hearing or in person proceedings will be required absent the consent of both parties. With respect to the disputes of $30,000 or more, AAA shall designate an arbitrator who maintains his or her primary residence in the State of Florida. The most recent version of the AAA Rules are available on the AAA website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the AAA Rules or waive your opportunity to read the AAA Rules and waive any claim that the AAA Rules are unfair or should not apply for any reason.
  5. Applicability of the Federal Arbitration Act and Delegation Provision. You and VAIB agree that these Terms affect interstate commerce, and that the enforceability of this Clause 16 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. You and VAIB clearly and unmistakably agree that the arbitrator shall have the power to rule on his or her own jurisdiction, and the existence, scope, validity, and arbitrability of these Terms. This delegation provision shall be deemed a contract entered into under the laws of the State of Florida and will be governed by the laws of the State of Florida together with the Federal Arbitration Act.
  6. Confidentiality. The arbitrator, VAIB, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
  7. Fees; Appellate and Enforcement Jurisdiction. You and VAIB agree that for any arbitration you initiate, you will pay the filing fee and VAIB will pay the remaining AAA fees and costs. For any arbitration initiated by VAIB, VAIB will pay all AAA fees and costs. You and VAIB agree that the state or federal courts of the State of Florida and the United States sitting in Miami-Dade County, Florida have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
  8. Governing Law in Arbitration Proceeding. The arbitrator shall apply the law of the State of Florida to all substantive issues in the dispute; provided, however, that in the event that the law of the State of Florida shall be deemed unenforceable due to the law of the state in which the customer resides, the arbitrator shall apply the law of the state in which the customer resides. Notwithstanding anything herein to the contrary, the arbitrator shall apply the laws of the State of Florida and the FAA to interpret and enforce these Terms to arbitrate disputes and each of its provisions, including with regard to any issues over acceptance of these Terms to arbitrate disputes. Judgment on the award rendered may be entered by any court of competent jurisdiction.
  9. Limitations Period. Any claim arising out of or related to these Terms, an Annex, or the Services must be filed within one (1) year after such claim arose; otherwise, the claim is permanently barred, which means that you and VAIB will not have the right to assert the claim.
  10. Right to Opt Out of Binding Arbitration. You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted these Terms by sending a written opt-out notice to contact@vaib.me. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with the applicable terms of this Clause 16.
  11. Severability. If any portion of this Clause 16 is found to be unenforceable or unlawful for any reason, (i) the unenforceable or unlawful provision shall be severed from these Terms; (ii severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Clause 16 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Clause 16; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Clause 16 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Clause 16 will be enforceable.
  12. Application of Terms to Disputes. Notwithstanding anything to the contrary in these Terms, and to the extent not prohibited by law, this Section 16 shall apply to all disputes, whether now existing or hereafter arising, whether related to any matter occurring prior to or after the Effective Date hereof, arising from or in connection with your use of the VAIB App Services.

  1.  Notices and Communications

  1. By using the Site, we may provide you with notices or other communications, including marketing, relating to your use of the Site electronically: (i) via email (in each case to the address that you provide), or (ii) by posting to the Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. You will always be given the option to unsubscribe from receiving any marketing material from us.
  2. You may provide us either directly to contact@vaib.me or via third party sites or tools with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to the Services (“Feedback”).
  3. You acknowledge and agree that: (i) you shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback; (ii) we may have development ideas similar to the Feedback; (iii) Feedback does not contain confidential information or proprietary information from you or any third party; and (iv) we are not under any obligation of confidentiality with respect to the Feedback. In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant us and our affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialize) Feedback in any manner and for any purpose.