Terms & Conditions

Last Updated 4/10/2024 

Axis Interactive Terms & Conditions 

Please read these Terms & Conditions ("Terms") carefully as they contain important information about your legal rights, remedies, and obligations specific to Axis Interactive. By accessing or using the Vme Mobile Application (“Vme”) and all its direct or indirect related elements provided or used by you (“Services”), you agree to comply with and be bound by these Terms. 

USER AGREEMENT 

Axis Interactive, LLC ("Company") owns and operates Vme. Use of Vme is subject to these Terms and the Privacy Policy, also available on Vme under Account Settings.   

CONSIDERATION 

You agree to these Terms by accessing Vme, registering for Services offered on Vme, or by accepting, uploading, submitting, or downloading any information or content from or to Vme. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS, DO NOT USE Vme. These Terms constitute a legal agreement between you and the Company and shall apply to your use of Vme even after termination. 

GOVERNING LAW AND ARBITRATION 

These Terms shall be governed by the internal substantive laws of the State of Colorado, without regard to its conflict of laws principles or any other law or regulation that would permit or require the application of the substantive laws of any jurisdiction other than the State of Colorado. Any claim or dispute between you and Company that arises in whole or in part from the Terms, Vme or any Challenge shall be decided exclusively by arbitration in Colorado. 

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ANY CLAIM, DISPUTE OR CONTROVERSY OF WHATEVER NATURE (“CLAIM”) ARISING OUT OF OR RELATING TO THESE TERMS AND/OR OUR SOFTWARE OR SERVICES MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE PROCESS DESCRIBED BELOW. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. PLEASE READ THIS SECTION CAREFULLY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) ALL DISPUTES IN COURT BEFORE A JUDGE OR JURY. 

This Section applies to any Dispute except for Disputes relating to the enforcement or validity of our intellectual property rights. The term “Dispute” means any dispute, action or other controversy between you and us concerning these Terms, the Services or any product, service, or information we make available to you, whether in contract, warranty, tort, statute, regulation, ordinance or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law. In the event of a Dispute, you or we must give the other a Notice of Dispute, which is a written statement that sets forth the name, address and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested. You must send any Notice of Dispute by U.S. Certified Mail to 1863 Wazee St., Apt 5D, Denver, CO, 80202.  We will send any Notice of Dispute to you by U.S. Mail to your address if we have it, or otherwise to your email address. You and we will attempt to resolve any Dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. After sixty (60) days, either you or we may commence arbitration.  

If the Dispute involves winnings, losses or anything related to a Challenge, you must include in the Dispute all the Challenge participants related to the winnings, losses or Challenges.  You agree and understand that the Company is not involved in Challenge creation, management, or disbursement, and cannot be accountable for any winnings, losses or other related outcomes from a Challenge. 

If you and we do not resolve any Dispute by informal negotiation, any other effort to resolve the Dispute will be conducted exclusively by binding arbitration as described in this Section. Instead, all Disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the Federal Arbitration Act. Any court with jurisdiction over the parties may enforce the arbitrator’s award. 

To the maximum extent permitted under applicable law, any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any Dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. If this waiver is found to be illegal or unenforceable as to all or some parts of a Dispute, then it won’t apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. 

Arbitration will be conducted by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules. You and we each agree to commence arbitration only in Denver, CO, USA. You may request a telephonic or in-person hearing by following the AAA rules. In a Dispute involving $10,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief only to you individually, and only to the extent required to satisfy your individual claim. These Terms govern to the extent they conflict with the arbitrators’ commercial rules. The arbitrator may award compensatory damages, but shall NOT be authorized to award non-economic damages, such as for emotional distress, or pain and suffering or punitive or indirect, incidental or consequential damages. Each party shall bear its own attorneys’ fees, cost and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the arbitrator and AAA; however, the arbitrator may award to the prevailing party reimbursement of its reasonable attorneys’ fees and costs (including, for example, expert witness fees and travel expenses), and/or the fees and costs of the arbitrator. Within fifteen (15) calendar days after conclusion of the arbitration, the arbitrator shall issue a written award and a written statement of decision describing the material factual findings and conclusions on which the award is based, including the calculation of any damages awarded. Judgment on the award may be entered by any court of competent jurisdiction. The parties waive their right to commence any action or judicial proceeding in connection with a dispute hereunder, except for purposes of: (i) recognition and/or enforcement of the arbitration award or any other decision by the arbitral tribunal, (ii) obliging the other party to participate in the arbitration proceedings, (iii) requesting any type of conservative or interim measure in connection with the dispute prior to the constitution of the arbitral tribunal, (iv) requesting the appearance of witnesses and/or experts, and/or (v) requesting that any information and/or documentation discovery be complied with. By agreeing to this binding arbitration provision, you understand that you are waiving certain rights and protections which may otherwise be available if a claim or Dispute were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this arbitration provision, the right to a jury trial, certain rights of appeal, the right to bring a claim as a class member in any purported class or representative proceeding, and the right to invoke formal rules of procedure and evidence. 

Disputes must be filed within one year. To the extent permitted by applicable law, any claim or Dispute under these Terms must be filed within one year from the date of the cause of action. If a claim or dispute isn’t filed within one year, it’s permanently barred. 

You agree that we would be irreparably damaged if these Terms were not specifically enforced. Therefore, in addition to any other remedy we may have at law, and notwithstanding our agreement to arbitrate Disputes, we are entitled without bond, other security, or proof of damages, to seek appropriate equitable remedies with respect to your violation of these Terms in any court of competent jurisdiction. 

ELIGIBILITY 

You must be at least eighteen (18) years of age to open an account with the Company ("Account") in all U. S. States and Washington D.C., except Arizona, Alabama, and Nebraska.  In Arizona you must be twenty-one (21) years of age to open an account with the Company ("Account").  In Alabama and Nebraska, you must be nineteen (19) years of age to open an account with the Company ("Account").  Together, these ages represent “Age Eligible.”  You must also be physically located in a U.S. State or the District of Columbia that is not excluded. 

The excluded U.S States/District are Utah, Kentucky, and Tennessee (“Excluded States”).   

You are prohibited from creating Challenges for any monetary amount if: 

(a) you are located in an Excluded State when the Challenge is created or settled; 

(b) under the age of 18 in all states except Arizona, Alabama, and Nebraska in which the age is 21 for Arizona and 19 for Alabama and Nebraska; 

(c) you are creating Challenges for illegal or regulated games in your State or acting as a book maker. 

You may establish only one (1) Account per person to participate in the Services offered on Vme. In the event the Company discovers that you have opened more than one Account per person, in addition to any other rights that the Company may have, Company reserves the right to suspend or terminate any or all of your Accounts and terminate, withhold or revoke the awarding of any Challenge proceeds. You are responsible for maintaining the confidentiality of your login names and passwords and you accept responsibility for all activities, charges, and damages that occur under your Account. It shall be a violation of these Terms to allow any other person to use your Account. It shall also be a violation of these Terms for you to use or access another user's Account. If you have reason to believe that someone is using your Account without your permission, you should contact us immediately at service@getvme.com. The Company is not responsible for any loss or damage resulting from your failure to notify us of unauthorized use. If we request registration information from you, you must provide us with accurate and complete information, and you must update the information when it changes. You agree to abide by all applicable laws in the jurisdiction where you are located while using Vme. 

Your Account will be deemed 'Dormant' if you have not logged in for a period of two (2) years. Your Account will be charged an Inactivity Fee of $5 per month starting at the beginning of month 25, up to the total Account balance.   Your account can also be closed by Company.  Dormant accounts may be subject to the abandoned property laws of the state in which you reside. 

"Authorized Account Holder" is defined as the natural person Age Eligible or older who is assigned an e-mail address by an Internet access provider, online service provider, or other organization (e.g., business, education institution, etc.) that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address for registration on Vme. By inputting a payment method to make any deposit on Vme so that the Authorized Account Holder is able to participate in Challenges, the Authorized Account Holder hereby affirms that the Authorized Account Holder is the lawful owner of the payment method account used to make any deposit(s) on Vme. It shall be a violation of these Terms for any Authorized Account Holder to submit payment using any payment method that is not owned by the Authorized Account Holder. 

In the event any of your deposits are charged back, any Challenge winnings, Challenge credits, and/or other bonuses or promotional offers generated in connection with the charged back deposit shall be invalidated, forfeited by you, and deducted from your Account balance. In the event that any deposit made by you is canceled or does not clear for any reason, including, without limitation, a charge back or not being honored by your financial institution, you agree to forfeit such deposit, and the Company may and reserves the right to: (i) invalidate and/or deduct the deposit amount from your Account; (ii) charge you a service charge or debit such service charge from your Account; (iii) suspend and/or close your Account; and/or (iv) recover the funds using any other appropriate means, including, without limitation, utilizing a collection agency (that the Company will need to share your personal information with), which may have a detrimental impact on your credit rating. You are responsible for and agree to reimburse the Company for any and all reasonable claims, fees, fines, penalties, costs, and related expenses associated with any canceled or charged back deposits, including, without limitation, any fees or expenses related to a collection agency engaged by the Company. 

REFUND POLICY 

Deposits made on Vme will appear on your statement as Axis Interactive or Vme. All fees that Vme charges, including Challenge Credits and transaction fees, are final and non-fundable. No refunds will be issued. In the event of a dispute regarding the identity of the person submitting an entry, the entry will be deemed submitted by the person in whose name the Account was registered.   

Challenges are between Users and not between User(s) and the Company.  Any issues regarding Challenge outcomes and payments must be decided by the Users.  The Company has no responsibility for issues with Challenges and will not refund any disputed Challenge amounts. 

CONDITIONS OF PARTICIPATION 

By using Vme, you agree to be bound by the Agreements and the decisions of the Company, which shall be final and binding in all respects. The Company, at its sole discretion, may terminate or suspend your Account if you engage in conduct or otherwise utilize any information the Company deems to be improper, unfair or otherwise adverse to the operation of Vme or is in any way detrimental to other Users. 

Conduct that would be deemed improper includes, but is not limited to: 

  • Falsifying personal information; 

  • Engaging in any type of financial fraud; 

  • Operating any illegal games, regulated games, or acting as a book maker; 

  • Performing or endorsing any acts that could result in violence or physical harm;

  • Any violation of the Terms; 

  • Using automated means (including without limitation harvesting bots, robots, parser, spiders or screen scrapers) to obtain, collect or access any information on Vme or of any other user for any purpose; 

  • Any type of promotion abuse, abuse of referral codes, or abuse of any other offers or promotions; 

  • Tampering with the administration of Vme or trying to in any way tamper with the computer programs or any security measure associated with Vme; 

  • Obtaining other users' information and spamming other users; or 

  • Abusing Vme in any way. 

In addition to the elements listed in the Eligibility section above, the Company may prohibit you from entering Vme if: 

  • Your participation in Challenges breaches or may be reasonably believed to breach any rules or policies of your employer, of any sports governing body, or any other professional body of which you are a member, including any rule or policy regarding participation in Challenges or accepting prize money; 

  • You are prohibited from participating pursuant to court order; or 

  • You further acknowledge that the forfeiture and/or return of any payments in no way prevents the Company from pursuing criminal or civil proceedings in connection with such conduct. 

All Challenges placed are deemed to be Challenges placed by the individual placing the Challenge only, and not on behalf of any other person or entity. By entering into a Challenge or accepting any winnings, users, including without limitation the winner(s), agree to indemnify, release and to hold harmless the Company, its parents, subsidiaries, affiliates and agents, as well as the officers, directors, employees, shareholders and representatives of any of the foregoing entities (collectively, the "Released Parties"), its parents, subsidiaries, affiliates and divisions, and their respective directors, officers, employees, agents and representatives from any and all liability, claims or actions of any kind whatsoever, including without limitation injuries, damages, or losses to persons and property which may be sustained in connection with participation in the Challenge, the receipt, ownership, use or misuse of any winnings or while preparing for, participating in and/or travelling to or from any Challenge related activity, as well as any claims based on publicity rights, defamation, or invasion of privacy.  

The Company is not responsible for: any incorrect, invalid or inaccurate entry information; human errors; postal delays/postage due mail; technical malfunctions; failures, including public utility or telephone outages; omissions, interruptions, deletions or defects of any telephone system or network, computer online systems, data, computer equipment, servers, providers, or software (including, without limitation software and operating systems that do not permit an entrant to participate in a Challenge), including without limitation any injury or damage to any entrant's or any other person's computer or video equipment relating to or resulting from participation in a Challenge; inability to access Vme; theft, tampering, destruction, or unauthorized access to, or alteration of, entries and/or images of any kind; data that is processed late or incorrectly or is incomplete or lost due to telephone, postal issues, computer or electronic malfunction or traffic congestion on telephone lines or transmission systems, or the Internet, or any service provider's facilities, or any phone site or website or for any other reason whatsoever; typographical, printing or other errors, or any combination thereof. 

The Company is not responsible for incomplete, illegible, misdirected, or stolen Challenges. If, for any reason, a Challenge is not capable of running as originally planned, or if a Challenge, computer application, or application associated therewith (or any portion thereof) becomes corrupted or does not allow the proper entry to a Challenge in accordance with the Terms, or if infection by a computer (or similar) virus, bug, tampering, unauthorized intervention, actions by entrants, fraud, technical failures, or any other causes of any kind, in the sole opinion of the Company corrupts or affects the administration, security, fairness, integrity, or proper conduct of a Challenge, the Company reserves the right, at its sole discretion, to disqualify any individual implicated in such action and/or to cancel, terminate, or suspend the Challenge. 

ANY ATTEMPT BY AN ENTRANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE VME OR UNDERMINE THE LEGITIMATE OPERATION OF ANY CHALLENGE IS A VIOLATION OF CRIMINAL AND/OR CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, THE COMPANY RESERVES THE RIGHT TO SEEK DAMAGES AND OTHER REMEDIES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW. 

All entries become the property of the Company and will not be acknowledged or returned. 

To be eligible to enter any Challenge,  receive any winnings, deposit funds, or withdraw funds, the User may be required to provide Company with additional documentation and/or information to verify the identity of the User, and to provide proof that all eligibility requirements are met. In the event of a dispute as to the identity or eligibility of a User, Company will, in its sole and absolute discretion, utilize certain information collected by Company to assist in verifying the identity and/or eligibility of such User. 

Participation in each Challenge must be made only as specified in the Terms. Failure to comply with these Terms will result in disqualification and, if applicable, removal form Vme. 

Where legal, Users consent to the use of their name, voice, and likeness/photograph in and in connection with the development, production, distribution and/or exploitation of Vme or its supporting website.  

RESPONSIBLE USE OF THE VME PLATFORM 

The Company reserves the right, in its sole discretion, to make the determination whether you are interacting with the platform in a responsible way in accordance with Company policies and procedures.  

OTHER LEGAL RESTRICTIONS 

_____ 

REGISTRATION 

During the Vme registration process, you will be asked to provide accurate information about you, your location, and an explicit acceptance of these Terms & Conditions and the Vme Privacy Policy.  Users agree to all the CONDITIONS OF PARTICIPATION outlined above and confirm that all information is accurate. 

Vme uses third party geo-location services (“Location Services”) to assess if you are located in an eligible U.S. State or District.  This service is also used each time to create or accept a Challenge.  If you are located in an Excluded State or outside of the U.S., you will not be able to create a for money Challenge. 

DEPOSITS 

Vme uses third party payment processors and card services to enable deposits in Vme.  Vme collects a transaction fee during deposits to cover the fees charged to Vme.  These fees are indicated on the application and may change at any time and at the sole discretion of the Company.  

At the time of the first deposit, Vme will need to collect the User’s correct address to be used by a third party to perform a search of the User to validate the Name, Address, Age and other User submitted information (“User Validation”). 

We use IDology, Inc. (a GB Group plc company) (“GBG”) as our third-party technology partner to provide data-related and biometric authentication using publicly available databases or, if needed and requested, a selfie and your ID document (“Images”) to assist us in verifying your identity and to help prevent fraud. Before providing your Images you must read, acknowledge, and consent to GBG’s and its service providers processing of your biometric information for this purpose, as set out in the “Biometric Notice” found in: https://www.idology.com/about-us/product-privacy-policy/. If you choose to proactively submit your Images, this will constitute your affirmative written consent to having GBG and its service providers process your biometric information.  Do not submit your images if you do not consent to such biometric processing.  

CHALLENGE RESULTS 

The Company provides Vme as is for use as a peer-to-peer challenge platform.  The Challenges are created by and between Users.  Vme has no implied or actual input to any Challenge and has no decision-making authority on a Challenge results.  Users, specifically Users acting as Judges in Vme, are solely responsible for decisions regarding the results of a Challenge.  Any issues between Users regarding any part of a Challenge is solely between the Users.  Company has no responsibility or liability for Challenge results and has no obligation to investigate, resolve, compensate, or moderate any Challenge result disputes.   

Company reserves the right, in its sole and absolute discretion, to deny any customer or participant the ability to participate in Challenges for any reason whatsoever. Further, Company may, in its sole and absolute discretion, invalidate Challenge result for the purposes of preventing abusive and/or any unfair or potentially unlawful activity, or in the event that there is a risk of any such abusive, illegal, or unfair activity. 

WINNINGS 

At the conclusion of each Challenge, the Company will update User digital wallets, if applicable, solely based on the decided result of the User selected or defaulted as the Judge.  The Company has no responsibility for Challenge outcomes. 

WITHDRAWAL 

Before any withdrawal, Company may require that a User complete and execute an affidavit of eligibility in which, among other things, the entrant is required to represent and warrant that the entrant is eligible to participate in a Challenge, is otherwise in compliance with this Agreement and, potentially, may be required to provide documentation or proof of eligibility and compliance. If Company requests that an entrant completes and executes such an affidavit and the entrant fails to do so within seven (7) days, or Company otherwise determines that the entrant does not meet the eligibility requirements or is not in compliance with these Terms, Company reserves the right to terminate the entrant's account and withhold or revoke the awarding of any winnings associated with such account. In such a situation, Company may allow withdrawal of any withheld or revoked winnings in Company’s sole and absolute discretion. 

Users may withdraw up to and including the full amount of their digital wallets that are not restricted, minus the transaction fees charged directly to the User by Company for the withdrawal.  Restricted amounts include but are not limited to wallet amounts removed by Vme for an active challenge (“Challenge Escrow”) or any other Vme transaction that reserves or uses a User’s digital funds in the act of using Vme.  

Users may be requested to complete an affidavit of eligibility and a liability/publicity release (unless prohibited by law) and/or appropriate tax forms and forms of identification including, without limitation, address, a Driver's License, Proof of Residence, and/or any information relating to payment/deposit accounts as reasonably requested by Company in order to complete the withdrawal. Failure to comply with this requirement may result in disqualification and forfeiture of any winnings. Account termination may also occur if it is determined any such User did not comply with these Terms in any manner. 

You will be required to provide your Social Security Number (“SSN”) at the time of withdrawal if your current winnings equal or exceed $600.00.  Your SSN will be validated by a 3rd party to ensure it is accurate.  The Company, through a third party, will only use your validated SSN for IRS purposes. 

All taxes associated with the receipt of any Challenge winnings are the sole responsibility of the declared winner. You consent to receive your Company related tax information, in the form of a IRS Forms 1099 Misc., electronically or via mail, which information may be sent to you via the Company or a third party provider, contracted by Company. Your consent to receive tax information electronically will be effective until withdrawn. You may contact Company at service@getvme.com in the event you did not receive your tax information. 

In order to update your contact information, you may edit it within My Account on the Vme mobile application or request changes by emailing us at service@getvme.com. 

In the event that any Challenge result is challenged by any legal authority, Company reserves the right in its sole discretion to determine whether or not to allow withdrawal. 

Users who believe that funds held by Company have been misallocated, compromised, or otherwise mishandled, may register a complaint with Company online by e-mailing service@getvme.com. Company shall use commercially reasonable efforts to respond to such complaints within thirty (30) business days. In the event Company determines that the relief requested in the complaint will not be granted, Company's response will set forth the specific reasons for the denial of the requested relief. In the event more information is required for Company to process the complaint, the response will note the form and nature of the additional information needed. 

A User can request to withdraw funds from his/her account at any time. Company shall use commercially reasonable efforts to process requests per terms outlined in Vme.  In certain situations, the Company may use up to an additional fourteen (14) days of Company' receipt from the user of any tax reporting paperwork or other information reasonably required by Company, with the exception of any such requests coming from persons physically located in Colorado, which will be processed within 5 days. Checks for withdrawal requests are sent via U.S. Mail. Withdrawal requests may be further delayed if Company believes in good faith that the player engaged in either fraudulent conduct or other conduct that, in Company's sole discretion, warrants further investigation by Company. A request for withdrawal will be considered honored if it is processed by Company but delayed by a payment processor, credit card issuer, or by the custodian of a financial account. Users may also permanently close their account at any time for any reason by contacting the Company at service@getvme.com. 

Vme uses third party payment processors and card services to enable withdrawals in Vme.  Vme collects a transaction fee during withdrawals to cover the fees charged to Vme.  These fees are indicated on the application and may change at any time and at the sole discretion of the Company.  

TERMINATION AND EFFECT OF TERMINATION 

In addition to any other legal or equitable remedy, Company may, without prior notice, immediately revoke any or all of your rights granted hereunder. In such an event, you will immediately cease all access to and use of Vme. Company may revoke any password(s) and/or account identification issued to you and deny you access to and use Vme. Any such action shall not affect any rights and obligations arising prior thereto. All provisions of these Terms, which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. 

DISCLAIMER OF WARRANTIES 

VME, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, SOFTWARE, AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH OR SENT FROM THE APPLICATION, ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE COMPANY AND ITS PARENTS, SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) ABOUT: (A) VME; (B) THE CONTENT AND SOFTWARE ON AND PROVIDED THROUGH THE APPLICATION; (C) THE FUNCTIONS MADE ACCESSIBLE ON OR ACCESSED THROUGH VME; (D) THE MESSAGES AND INFORMATION SENT FROM VME BY USERS; (E) ANY PRODUCTS OR SERVICES OFFERED VIA VME,  COMPANY’S WEBSITE, OR HYPERTEXT LINKS TO THIRD PARTIES; AND/OR (F) SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH VME OR ANY LINKED SITE OR APPLICATION. THE COMPANY DOES NOT WARRANT THAT VME, ANY OF THE APPLICATION'S FUNCTIONS OR ANY CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT VME OR THE SERVERS THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 

THE COMPANY DOES NOT WARRANT THAT YOUR ACTIVITIES OR USE OF VME IS LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, THE COMPANY SPECIFICALLY DISCLAIMS SUCH WARRANTIES. YOU UNDERSTAND THAT BY USING ANY OF THE FEATURES OF VME, YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE VME OR THE CONTENT. FURTHER, THE COMPANY AND ITS PARENTS, SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE. 

THE COMPANY, ITS PARENTS, SUBSIDIARIES AND AFFILIATES, AND THE DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER REPRESENTATIVES OF EACH OF THEM, SHALL NOT BE LIABLE FOR THE USE OF VME INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO THIS AGREEMENT. 

LIMITATION OF LIABILITY 

YOU UNDERSTAND AND AGREE THAT THE COMPANY LIMITS ITS LIABILITY IN CONNECTION WITH YOUR USE OF VME AS SET FORTH BELOW: UNDER NO CIRCUMSTANCES SHALL THE COMPANY, ITS PARENTS, SUBSIDIARIES, OR AFFILIATES, OR THE DIRECTORS, OFFICERS, EMPLOYEES, OR OTHER REPRESENTATIVES OF EACH OF THEM (COLLECTIVELY, THE "COMPANY ENTITIES AND INDIVIDUALS"), BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, ECONOMIC, PUNITIVE, OR CONSEQUENTIAL DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO (1) VME, THE CONTENT, OR YOUR UPLOAD INFORMATION; (2) THE USE OF, INABILITY TO USE, OR PERFORMANCE OF VME; (3) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE COMPANY OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF VME OR CONTENT;(4) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OWNERS; OR (5) ANY ERRORS OR OMISSIONS IN VME’s TECHNICAL OPERATION, EVEN IF FORESEEABLE OR EVEN IF THE COMPANY ENTITIES AND INDIVIDUALS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF VME). IN NO EVENT WILL THE COMPANY ENTITIES AND INDIVIDUALS BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE COMPANY ENTITIES AND INDIVIDUALS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT EARNED BY VME ON YOUR ACCOUNT OR ONE HUNDRED DOLLARS, WHICHEVER IS LESS. THE COMPANY ENTITIES AND INDIVIDUALS ARE NOT RESPONSIBLE FOR ANY DAMAGE TO ANY USER'S COMPUTER, HARDWARE, COMPUTER SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION. YOUR ACCESS TO AND USE OF VME IS AT YOUR RISK. IF YOU ARE DISSATISFIED WITH VME OR ANY OF THE CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING VME OR THE CONTENT. YOU RECOGNIZE AND CONFIRM THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF THE COMPANY'S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF VME OR OTHER PROPERTY OWNED OR CONTROLLED BY THE COMPANY AND/OR ITS PARENTS, SUBSIDIARIES, AND/OR AFFILIATES OR YOUR UPLOAD INFORMATION, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY COMPANY PRODUCT OR OTHER PROPERTY OR YOUR UPLOAD INFORMATION OR ANY AND ALL ACTIVITIES OR ACTIONS RELATED THERETO. BY ACCESSING VME, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED. ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF ANY LAW, INCLUDING, TO THE EXTENT APPLICABLE, CALIFORNIA CIVIL CODE SECTION 1542, THAT OTHERWISE MIGHT LIMIT YOUR WAIVER OF SUCH CLAIMS. 

INTELLECTUAL PROPERTY RIGHTS 

The content on Vme, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like and the trademarks, service marks and logos contained therein (the "Intellectual Property"), are owned by or licensed to Company, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on Vme is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Company reserves all rights not expressly granted in and to Vme and the Intellectual Property. You agree to not engage in the use, copying, or distribution of any of the Intellectual Property other than expressly permitted herein. If you download or print a copy of the Intellectual Property for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of Vme or features that prevent or restrict use or copying of any Intellectual Property or enforce limitations on use of Vme or the Intellectual Property therein. 

Some of the Services may allow you to submit or transmit audio, video, text, or other materials (collectively, "User Submissions") to or through the Services. When you provide User Submissions, you grant to Company, its parents, subsidiaries, affiliates, and partners a non-exclusive, worldwide, royalty-free, fully sublicensable license to use, distribute, edit, display, archive, publish, sublicense, perform, reproduce, make available, transmit, broadcast, sell, translate, and create derivative works of those User Submissions, and your name, voice, likeness and other identifying information where part of a User Submission, in any form, media, software, or technology of any kind now known or developed in the future, including, without limitation, for developing, manufacturing, and marketing products. You hereby waive any moral rights you may have in your User Submissions to the extent permitted by applicable law. 

In addition, you agree that any User Submissions you submit shall not contain any material that is, in Company' sole and absolute discretion, inappropriate, obscene, vulgar, unlawful, or otherwise objectionable (hereinafter, "Prohibited Content"). Posting of any Prohibited Content, in addition to any and all other rights and remedies available to Company, may result in account suspension or termination. 

Company respects your ownership of User Submissions. If you owned a User Submission before providing it to Company, you will continue owning it after providing it to Company, subject to any rights granted in the Terms and any access granted to others. If you delete a User Submission from the Services, the Company's general license to that User Submission will end after a reasonable period of time required for the deletion to take full effect. However, the User Submission may still exist in our backup copies, which are not publicly available. If your User Submission is shared with third parties, those third parties may have retained copies of your User Submissions. In addition, if Company made use of your User Submission before you deleted it, Company will continue to have the right to make, duplicate, redistribute, and sublicense those pre-existing uses, even after you delete the User Submission. Terminating your Account on a Service will not automatically delete your User Submissions. 

We may refuse or remove a User Submission without notice to you. However, Company has no obligation to monitor User Submissions, and you agree that neither the Company nor its parents, subsidiaries, affiliates, employees, or agents will be liable for User Submissions or any loss or damage resulting from User Submissions. 

Except as provided in the Privacy Policy, Company does not guarantee that User Submissions will be private, even if the User Submission is in a password-protected area. Accordingly, you should not provide User Submissions that you want protected from others. 

You represent and warrant that you have all rights necessary to grant to Company the license above and that none of your User Submissions are defamatory, violate any rights of third parties (including intellectual property rights or rights of publicity or privacy), or violate applicable law. 

MISCELLANEOUS 

Nothing in these Terms shall create or confer any rights or other benefits in favor of any third parties except as specifically provided herein. By participating in the Services, you agree to indemnify, protect, defend and hold harmless Company, its parents, subsidiaries, affiliates and divisions, and their respective directors, officers, employees, agents and representatives (the "Company Entities"), from and against any and all third party claims, liabilities, losses, damages, injuries, demands, actions, causes of action, suits, proceedings, judgments and expenses, including reasonable attorneys' fees, court costs and other legal expenses including, without limitation, those costs incurred at the trial and appellate levels and in any bankruptcy, reorganization, insolvency or other similar proceedings, and any other legal expenses arising from or connected with your use of Vme, any payment methods used, any funding of your Account, and/or your participation in any Services. Vme may contain links to third party applications or websites that are not owned or controlled by Company. Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites. In addition, Company will not and cannot censor or edit the content of any third-party site. By using Vme, you expressly relieve Company from any and all liability arising from your use of any third-party website. Accordingly, Company encourages you to be aware when you leave Vme and to read the terms and conditions and privacy policy of every website that you visit. 

Nothing in these Terms shall create or be deemed to create a partnership, agency, trust arrangement, fiduciary relationship or joint venture between you and Company. 

Third-party online publishers that refer Users to the Company shall not be responsible or liable for Vme or any of the content, software, or functions made available on, or accessed through, or sent from, Vme. 

No waiver of any specific term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Company' failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. 

If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. 

Company reserves the right to amend these Terms at any time and without notice, and it is your responsibility to review these Terms for any changes. If you continue to use the Services after the Company amends these Terms, you accept all changes. The failure of Company to comply with any provision of these Terms due to an act of God, hurricane, war, fire, riot, earthquake, terrorism, act of public enemies, actions of governmental authorities outside of the control of the Company (excepting compliance with applicable codes and regulations) or other force majeure event will not be considered a breach of these Terms. 

COMPANY AND OTHER TRADEMARKS CONTAINED ON VME ARE TRADEMARKS OR REGISTERED TRADEMARKS OF COMPANY IN THE UNITED STATES. THIRD PARTY TRADEMARKS, TRADE NAMES, PRODUCT NAMES AND LOGOS MAY BE THE TRADEMARKS OR REGISTERED TRADEMARKS OF THEIR RESPECTIVE OWNERS. YOU MAY NOT REMOVE OR ALTER ANY TRADEMARK, TRADE NAMES, PRODUCT NAMES, LOGO, COPYRIGHT OR OTHER PROPRIETARY NOTICES, LEGENDS, SYMBOLS OR LABELS ON VME.

 

​