Vimocity Services Terms of Use

Last updated March 20, 2024

These Vimocity Service Terms of Use (or “Terms”) is a legally binding agreement that governs your access to and use of the injury prevention tools and services available through the Vimocity web portal portal.vimocity.com, our mobile applications, desktop application V-minder, and our other services (collectively, the “Services”) offered by Vimocity, Inc. (“Vimocity”, “us”, or “we”). ‍You accept the Terms by downloading the mobile application, creating an account with Vimocity, clicking to accept or agree to the Terms where this option is made available to you, or using the Services in any manner. Additional, separate terms that apply to your use of the Services will be considered to form part of these Terms.

Below is a summary of key Terms:

An Employer grants you access to the Services, and that Employer determines the scope of features available to you and the term of your access.
The Services are for informational and instructional purposes, not medical advice.
These Terms grant you a license to use the Services for your own personal use as described below.
These Terms will remain in effect as long as you access or use the Services. If you do not agree to these Terms, do not access or use the Services.
You use the Services at your own risk.
If you participate in the Vimocity Rewards Program, the Vimocity Rewards Program Terms govern your participation in the Program.
THESE TERMS INCLUDE A CLASS ACTION WAIVER AND AN ARBITRATION PROVISION THAT GOVERNS ANY DISPUTES BETWEEN YOU AND VIMOCITY.

Please read these Terms carefully. BY ACCESSING OR USING THE SERVICES IN ANY MANNER, YOU ACCEPT AND CONSENT TO THESE TERMS AND ALL DOCUMENTS REFERENCED HEREIN. If you have any questions regarding our Services or these Terms, please contact us at admin@vimocity.com.

ELIGIBILITY

To use the Services, you must be at least 18 years of age, have been granted access to the Services by an employer that subscribes to the Services under a separate agreement with Vimocity (each an “Employer”) as an employee or a friend or family member of an employee granted access through a shared code (each a “User”), not barred from receiving the Services under applicable law, and have never previously been suspended or removed from any of Vimocity’s Services. By using the Services, you represent and warrant that you are of legal age to form a binding contract with us and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not use our Services.

SERVICES

Vimocity offers the Services to Employers to grant access to their Users as an employment-related benefit in exchange for fees paid by the Employer under a separate agreement with Vimocity. Your access to the Services has been paid for by the Employer granting you access, and you will be able to use the Services until the expiration of a specified term agreed between Vimocity and the Employer. The Employer controls the scope and duration of your access to the Services access and may terminate your access to it. You agree that Vimocity will not be liable to you or any third party for any termination or cancellation of your access to, or use of, the Services that were originally provided to you by the Employer. If you are an employee User, you hereby authorize Vimocity to disclose details about your participation in a challenge or rewards program with your Employer.

ASSUMPTION OF RISK

You are aware that participation in exercise and/or fitness activities may create a serious risk of injury and you knowingly and freely assume all such risks, known and unknown, even if arising from the negligence of others. You agree to assume the full risk of any bodily injury, personal injury, illness, death, or property damage that may result from your participation in any manner, in activities coordinated, sponsored, or recommended by the materials or tools on this Platform and through the Services.

NOT MEDICAL ADVICE

The Services are intended to provide you with access to useful injury prevention information and tools, general health and educational information, exercise and fitness-related instruction, and interactive health-related tracking resources. The Services and all its contents are for informational and instructional purposes only and are not a substitute for professional medical advice, diagnosis, and/or treatment of injuries. The exercise and fitness instructions included in the Services are intended to be preventive and to support your efforts for enhanced wellness and prevention of injury and illness. You should only use the Services if you are in good health and do not have any signs or symptoms of injury, illness, or health condition. Please contact your healthcare provider if you have any questions about your health condition. NEITHER VIMOCITY NOR THE SERVICES ARE INTENDED TO PROVIDE MEDICAL CARE, NOR ARE THE SERVICES A SUBSTITUTE FOR HEALTHCARE OF ANY KIND.

Vimocity encourages you to obtain advice from a qualified healthcare provider before changing your exercise or diet regimen. Vimocity makes no evaluation or recommendation whether you are sufficiently fit for any exercise activities, including the exercise and/or fitness activities demonstrated or suggested through the Services. Vimocity, its staff, and the content-providers are not licensed or otherwise credentialed medical care providers, are not rendering personal medical advice or treatment, and have no expertise in advising on, diagnosing, examining, or treating personal health conditions or injuries of any kind, or in determining the effect of any specific exercise or activity on a personal health condition.

YOU USE THE SERVICES AT YOUR OWN RISK. Vimocity disclaims all liability and responsibility arising from your use of our Services.

YOUR ACCOUNT

To use the Services, you must create an account on portal.vimocity.com or mobile application and select a username and password. You agree to provide true, accurate, current, and complete information about yourself and to maintain and promptly update your information as needed. All Personal Data you submit to Vimocity through the Services is governed by the Vimocity Services Privacy Notice. You are responsible for maintaining the confidentiality of your username and password, and you are responsible for all activities that occur via your account. You agree to notify us immediately of any unauthorized access to your account or use of your username or password or any other breach of security. Vimocity is not liable for any loss or damages caused by your failure to maintain the confidentiality of your account credentials or your choice to share any data associated with your account with others.

MOVEMENT REWARDS PROGRAM

The Vimocity Movement Rewards Program (or “Program”) is a loyalty program in which employee Users may participate as part of the Services (each a “Participant”). Users who are not employees of the Employer are not eligible to participate in the Program. Participants must have a valid Vimocity account and valid employee IDs from active Employers. Portions of the Program may be unavailable to Participants in Puerto Rico or the United States Virgin Islands. The Program is void where prohibited by law.

a. Rewards Account. In addition to Section 5, to participate in the Program, Participants must enroll and create a Rewards Account. Participant accounts are provided free of charge and are subject to the Vimocity Services Terms of Use. Your Vimocity account profile must include a complete first and last name and valid registration. There is a limit of one (1) Rewards Account per Participant and e-mail address, regardless of whether more than one Participant uses the same e-mail address. The Participant who is the authorized e-mail account holder of the e-mail address indicated when registering (and who otherwise meets the eligibility criteria) will be deemed the Participant. Participant is responsible for maintaining the confidentiality of their Rewards Accounts and passwords and for restricting access to their devices and activity on their Rewards Account. Participant is responsible for all activities that occur under their Rewards Account. Without limiting any other remedies, Vimocity may suspend or terminate Participant’s Reward Account if Vimocity suspects that a Participant has engaged in fraudulent activity in connection with the Program.

b. Earning Points. Participants can earn points (“Points”) that will be credited to the Participant’s Vimocity Rewards Account (“Rewards Account”). Participants can earn and redeem Points by:

Performing the Daily 5 and recording their Daily 5 performance via the mobile application (limit 1x per day). If the Participant forgets or does not record their Daily 5 performance on the Vimocity Platform on a particular day, they will not be able to redeem points.
Vimocity may provide other options for Participants to earn Points through the Program.
Participants may redeem their Points for “Rewards” through the “Rewards Catalogs” described below. Participants that redeem Points will have their name submitted to their Employers.

c. Redeeming Points. Points may be used to redeem items in the Rewards Catalog or to redeem qualified products through Vimocity online or the Vimocity App (“Rewards”). Participant may only use the Points in their Rewards Account to redeem Rewards. Points may be redeemed as described below:

Available Rewards are posted to the mobile application. To redeem items with Rewards, please follow the instructions in the mobile app.
Participant will receive a confirmation email when Participant has redeemed a Reward.
All redemptions are final, and the Points will be permanently deducted from Participant’s Rewards Account.
Participants are responsible for shipping costs and taxes for all Rewards redeemed.
Reward fulfillment process and timing will vary. Details will be provided at the time of redemption and are subject to change.
Vimocity reserves the right to modify the list of available Rewards or corresponding Point values, at any time for any reason.
Vimocity reserves the right to substitute an item listed as a Reward with an item of equal or greater value due to unavailability or for any other reason.
No refunds will be provided on any redeemed Reward. Notwithstanding the foregoing, Vimocity may, in its sole discretion, replace a Reward with a similar item of equal or greater value if the selected Reward is damaged, unavailable, or if a redemption cannot be fulfilled.

d. Program Terms and Conditions. You can earn and redeem Points by participating in the Program, according to these rules:

Points have no cash value or transferability. Points do not constitute property, nor do Points entitle a Participant to a vested right or interest. As such, Points are not redeemable for cash, transferable or assignable for any reason, and are not transferable upon death, as part of a domestic relations matter, or otherwise by operation of law.
Participant is strictly prohibited from selling or transferring points to any other person or party. Any sale or transfer of Points shall be deemed void.
Points expiration dates are determined by Vimocity at its sole discretion. Vimocity reserves the right to change the expiration date for any Points.
Participant’s accrued Points will be tracked in the Participant’s Rewards Account. Participant is solely responsible for ensuring that their Points are properly credited and tracked. Vimocity has no responsibility or liability for accurately tracking Points.
If the Participant determines that Points are not properly credited, Participant must submit a Points claim to Vimocity within seven (7) days of the date of claimed accrual of such Points. Vimocity may require up to sixty (60) days following a claim to confirm and issue Points.
Vimocity reserves the right to require proof of accrual of Points and Vimocity reserves the right to delay the processing or redemption of any Points without notice to Participants to assure compliance with these Rules.
Points remaining in a Participant’s Rewards Account at the time these Rewards Points Terms are terminated or the Program is canceled or discontinued will be forfeited without compensation. Points do not carry over to other Vimocity Services unless otherwise permitted by Vimocity in its sole discretion.
Vimocity shall have no liability for any printing, production, typographical, mechanical, or other errors in the Points summaries or Participant Reward Account. Vimocity reserves the right to invalidate Points from a Participant Rewards Account if it determines that such Points were improperly credited or obtained fraudulently.
Participants are responsible for the payment of all taxes which may result from participation in the Program. Participants may be required to complete tax documents, including an IRS W-9 or equivalent.
Participant hereby authorizes Vimocity to share information about their rankings and winnings from the Program with their Employer.
All Personal Data submitted to Vimocity as part of the Program is subject to the Vimocity Services Privacy Notice.
Vimocity is not responsible for any incorrect information supplied by Participants while participating in the Program. Participants are responsible for maintaining updated contact information associated with their Program ID.

CONTENTS AND OWNERSHIP

Unless otherwise expressly indicated, the information contained on the Services, including but not limited to all images, illustrations, designs, photographs, video clips, text, graphics, icons, designs, software code, written information and screens appearing in the Services, and other materials, as well as names, logos, taglines, trade dress, and other trademarks, on the Site or in our other Services, are copyrights, trademarks, trade dress or other intellectual property (collectively, the “Contents”) owned, controlled, or licensed by Vimocity or its affiliates, or are the property of their respective owners. No license to or regarding any of the Contents is granted in connection with your use of the Services. You understand that your use of the Services does not authorize you to use any Contents in any manner other than specifically authorized by these Terms. You may not use our Contents in any way that disparages us or might confuse others. Any other use of the Contents in the Services including reproduction for purposes other than as noted herein, without the prior written permission of Vimocity, is strictly prohibited. Only a duly authorized officer of Vimocity may grant permission or a license to use any of our Contents; any attempted grant or similar promise by anyone other than a duly authorized officer of Vimocity is invalid.

LICENSE GRANT

Vimocity grants you a limited, non-exclusive, nontransferable, non-sublicensable, revocable license to access, download, install, and use the Services for your own personal, non-commercial purposes, subject to these Terms. The Services are licensed to you, not sold. Nothing in these Terms is intended to, or may be construed as, conferring by implication, estoppel, or otherwise any ownership, license, or other grant of right to any copyright, trademark, or other intellectual property of Vimocity or any third party, except as expressly provided in these Terms. We reserve all rights not expressly granted in these Terms.

ACCEPTABLE USE

You represent and warrant that (a) you will use the Services in compliance with applicable laws; (b) any information you submit to us is truthful and accurate; (c) you will maintain the accuracy of that information; (d) you will not do anything that might jeopardize the security of your account; and (e) you will notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. Any information that you provide to us will also be subject to the Vimocity Services Privacy Notice. You agree to not rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market or transfer the Services or any portion thereof (including our Content) or use it in any manner not expressly authorized by these Terms. You agree not to copy, reverse engineer, translate, port, modify, or make derivative works of any portion of the Services. Tampering with the Services, conducting fraudulent activities on the Services and all other illegal activities are prohibited and may subject a User to legal action and/or termination of your access to the Services.

You further agree not to (i) upload any User Content (defined below) or other data that contains software viruses or is designed to interrupt, destroy, or limit the functionality of any equipment or services, or that contains other harmful, disruptive, or destructive files or content; (ii) use or attempt to use another User’s account without authorization, or impersonate any person or entity; (iii) harvest, solicit, or collect information of other Users for any reason whatsoever, including, without limitation, for sending unsolicited communications; (iv) post, advertise, or promote products or services commercially, or upload any content that is advertising, promotional material, junk mail, spam, or a contest or sweepstake, or that furthers or promotes criminal activity; or (v) use the Services in any manner that, in our sole discretion, is objectionable or restricts or inhibits any other person from using or enjoying the Services, or which may expose us or our Users to any harm or liability of any type.

PROHIBITED ACTS

You are strictly prohibited from violating or trying to violate our security features, such as by (a) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures unless we expressly authorize that you do so in writing; (c) attempting to interfere with service to any User, host, or network, such as by means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; or (d) sending unsolicited email, including promotions and/or advertising of products or services forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting. You hereby agree not to use any device, software, or routine to interfere, or try to interfere with the proper working of our Services or any activity being conducted on the Services. You further agree not to use, or try to use, any engine, software, tool, agent, or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Services other than the search engine and search agents that we make available via the Services and other than the generally available third-party web browsers. If you violate our system or network security, you may face civil or criminal liability. We will investigate occurrences that may involve such violations. We may involve or cooperate with law enforcement authorities in prosecuting Users who are involved in such violations.

COPYRIGHT AND TRADEMARK PROTECTIONS

The Contents are protected by U.S. and foreign copyright, trademark, trade dress, or other proprietary right laws and international conventions. You do not have permission to copy, reproduce, make derivative works from, distribute, republish, download, display, perform, post electronically or mechanically, transmit, record, or mirror any of the Contents without the prior written permission of Vimocity. You may only display, download, or print the Contents for the purpose of using the Services as an internal or personal business resource.

Registered and unregistered trademarks of Vimocity, product and service names, service marks, product names and trade names associated with Vimocity, are exclusively owned by Vimocity and may not be copied, imitated, or used, whether in whole, partial or modified form, without the prior written permission of Vimocity. You may not use any meta tags or any other hidden text utilizing a Vimocity name, trademark, or product name without Vimocity’s prior written permission. Third party trademarks and service marks used in our Services are the property of their respective owners, and we use them with their consent. Vimocity and the other licensors of the marks in our Services reserve all rights with respect to all Contents and all intellectual property.

USER CONTENT

The Services may permit, in certain areas, the submission of messages, images, data, feedback or other content by users (“User Content”), and the sharing or publishing of such User Content. You are solely responsible for any User Content you submit, and you affirm, represent and/or warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Content and to enable inclusion and use of the User Content in the manner contemplated by these Terms. You hereby additionally grant to Vimocity a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use and incorporate into the Services any User Content you submit to the Services.

DATA COLLECTION AND USE IN GROUP ACTIVITIES

By using the Platform, you acknowledge and agree that when you log activity on behalf of a group, such as movement activities performed as a group and/or videos watched in a group setting, Vimocity may collect, use, and share information pertaining to the group activity. This may include the group's name, size of the group at the time of the activity, and the first and last name of the person logging the activity. This information may be shared with your Employer and displayed within the Platform. Group activity information is not considered personal data under these Terms.

REPORTS

Vimocity may, from time to time, deidentify or anonymize the Personal Data or other data (“Deidentified Information”) that we collect from your use of the Services and combine it with others’ Deidentified Information for research, analysis, machine learning, or to generate reports and studies (collectively, “Reports”). Any such Reports are the sole and exclusive property of Vimocity, and we reserve the right to disclose, share, distribute, or publish our Reports for any purpose provided such Reports are not reasonably linkable, directly or indirectly, to your Personal Data. You hereby assign any rights you may have to such Reports, studies, and your Deidentified Information contained therein to Vimocity in perpetuity throughout the world for any and all present or future uses in any and all languages and for no compensation. All Deidentified Information will be treated as nonconfidential and nonproprietary. We shall be under no obligation of any kind with respect to such Deidentified Information and shall be free to reproduce, make derivative works from, use, disclose, and distribute the Reports to others without limitation. Additionally, we may use any ideas, concepts, know-how, or techniques contained in generating reports or studies for any purpose whatsoever, including but not limited to developing, manufacturing, or marketing products incorporating such information.

REPORTING COPYRIGHT VIOLATIONS

Pursuant to the Digital Millennium Copyright Act (“DMCA”) of 1998, 17 U.S.C. § 512(c)(2), Vimocity has a DMCA Registered Agent for notice of alleged DMCA copyright infringement. You may contact the Vimocity DMCA Registered Agent here. Vimocity will not be a party to any disputes or lawsuits regarding alleged copyright infringement.

SOFTWARE REQUIREMENTS

You must have a compatible mobile telephone or handheld device, internet access, and the necessary minimum specifications (“Software Requirements”) to use the Services on a mobile device. The Software Requirements are listed on the relevant application page. Software may be upgraded from time to time to add support for new functions. The Services may request certain privacy permissions from time to time such as access to your geolocation or mapping applications, device camera or microphone, or other apps and associated features on your device. You acknowledge that the terms of agreement with your respective mobile network provider will continue to apply while you use the Services. Data and messaging charges may apply to your use of the Services or any text messaging or photo sharing features you use via the Services. You accept responsibility for any such charges that arise. If you are not the bill payer for the mobile telephone or handheld device being used to access the Services, you will be assumed to have received permission from the bill payer for use of the Services.

Vimocity may make versions of the Services available for testing and evaluation purposes prior to their release to the general public (“Beta Versions”). Beta Versions are subject in all respects to these Terms, except that we may discontinue the Services or your ability to use a Beta Version at any time, with or without notice and without further obligations to you. By participating in a Beta Version test, you consent to Vimocity accessing all data, including your Personal Data, input or collected via your use of the Beta Version. Vimocity reserves the right to condition your access to and use of a Beta Version on your execution of a Nondisclosure Agreement.

UPDATES

From time to time, we may, in our sole discretion, develop and provide updates to the Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any features. Based on your device settings, when an internet-connected device is connected to the internet, either (a) the Services will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates. You agree to promptly download and install all Updates and acknowledge and agree that our Services or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Services and be subject to these Terms.

TERMINATION

You may terminate these Terms at any time by discontinuing all use of the Services, deleting your account, and deleting the mobile application from your device. Vimocity may terminate your use of the Services and these Terms at any time and for any reason. You agree that all terminations shall be made in our sole discretion and that Vimocity shall not be liable to you or any third party for any termination of your account or access to the Services. Upon termination of these Terms (a) the rights and licenses granted to you herein shall terminate as to the terminated rights; (b) you shall cease all use of the Services that have been terminated; and (c) Vimocity may at its own discretion remove and/or purge data, User Content, account information, and any other information obtained by us in connection with providing you the Services.

DISCLAIMER OF WARRANTIES

YOU USE THE SERVICES AT YOUR OWN RISK. THE SERVICES AND ALL COMPONENTS THEREOF ARE PROVIDED TO YOU “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, VIMOCITY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS EXPLICITLY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Without limiting the generality of the foregoing, we make no warranty that the Services or our Contents will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of the Services or any Contents.

LIMITATION OF LIABILITY

VIMOCITY WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING PERSONAL INJURY, HEALTH OR MEDICAL ISSUES, LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VIMOCITY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL VIMOCITY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO US FOR USE OF THE SERVICES OR, IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO VIMOCITY, ONE HUNDRED DOLLARS ($100). THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN VIMOCITY AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

INDEMNIFICATION

YOU AGREE TO INDEMNIFY AND HOLD VIMOCITY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES, PARTNERS AND LICENSORS HARMLESS FROM ANY CLAIMS, SUITS, ACTIONS, DEMANDS, DISPUTES, ALLEGATIONS, OR INVESTIGATIONS BROUGHT BY ANY THIRD PARTY, GOVERNMENTAL AUTHORITY, OR INDUSTRY BODY, AND ALL LIABILITIES, DAMAGES, LOSSES, COSTS, AND EXPENSES, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES, ARISING OUT OF YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION YOUR HEALTH AND FITNESS ACTIVITIES, USER CONTENT, PARTICIPATION IN ANY PROMOTION OR EVENT (WHETHER OR NOT VIMOCITY SPONSORS, ORGANIZES, PARTICIPATES IN, OR WHOSE SERVICES ARE USED IN CONNECTION WITH SUCH EVENT), VIOLATION OF THE TERMS, OR VIOLATION OF ANY RIGHTS OF ANOTHER PERSON OR ENTITY.

DISPUTE RESOLUTION

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS A CLASS ACTION WAIVER, REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS, AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM VIMOCITY. You agree that any dispute, controversy or claim between you and Vimocity arising out of or relating to: (1) these Terms, or the breach thereof; (2) our provision of the Services to you; (3) your access to or use of the Services; or (4) any alleged violation of any federal, state, or local law, statute, or ordinance (each such dispute, controversy or claim, a “Dispute”) will be governed by the arbitration procedure outlined below.

a. Informal Dispute Resolution. We want to address your concerns without the necessity of a formal legal case. Before filing a claim against Vimocity, you agree to try to resolve the Dispute informally by contacting admin@vimocity.com. Vimocity will contact you by email as part of a good-faith effort to resolve the Dispute informally. If a Dispute is not resolved within 30 days after submission, you or Vimocity may bring a formal proceeding.

b. Arbitration Agreement. You and Vimocity each agree to resolve any Disputes through final and binding arbitration administered by the American Arbitration Association (“AAA”) under its rules and procedures. The arbitration will be held in Seattle, Washington, United States, or any other location we agree to. The AAA rules will govern the payment of all arbitration fees. Notwithstanding the foregoing, either you or Vimocity may assert claims, if they qualify, in small claims court in Seattle, Washington, or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of our Services or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.‍

c. Class Action Waiver. You may only resolve Disputes with Vimocity on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under these Terms.‍

d. Venue. You hereby consent to the exclusive jurisdiction of the state and federal courts located in King County, Washington, USA to enforce these Terms or adjudicate any other Dispute, and you and Vimocity each agree to waive the right to a jury trial. Except as otherwise required by applicable law, if the agreement to arbitrate is found not to apply to you or your claim, you and Vimocity agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts in King County, Washington.

e. Limitation on Claims. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Services must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.

MISCELLANEOUS

a. Geographic Restrictions. Vimocity is owned and operated in the United States. We make no claims that the Services or any other products or services or their content is accessible or appropriate outside of the United States. Access to our Services may not be legal by certain persons or in certain jurisdictions. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.‍

b. Relationship of Parties. The parties’ relationship, as established by these Terms, is solely that of independent contractors. These Terms do not create any partnership, joint venture, or similar business relationship between the parties. Neither party is a legal representative of the other party, and neither party can direct and control the day-to-day activities of the other, or assume or create any obligation, representation, warranty, or guarantee, express or implied, on behalf of the other party for any purpose whatsoever.

c. Governing Law. Except as otherwise required by applicable law, these Terms and the resolution of any Disputes shall be governed by and construed in accordance with the laws of the State of Washington without regard to its conflict of laws principles. The Federal Arbitration Act, Washington state law, and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms.

d. Assignment. You may not assign, delegate, or transfer these Terms, by operation of law or otherwise, without our prior written consent, but Vimocity may freely assign or transfer these Terms without restriction. Any attempt by you to assign or transfer these Terms, without such consent, will be null.

e. Entire Agreement. Except as otherwise stated herein, these Terms and the agreements incorporated by reference herein constitute the entire and exclusive understanding and agreement between Vimocity and you regarding the Services and supersede and replace any and all prior oral or written understandings or agreements between Vimocity and you regarding the Services.

f. Enforcement. Vimocity reserves the right (but is not required) to remove or disable your access to our Services, disable any username, password, or other identifier, whether chosen by you or provided by us, or remove any Content, or your User Content at any time and without notice, and at our sole discretion, if we determine that your use of the Services is in any way objectionable or in violation of these Terms. Certain violations of these Terms, as determined by Vimocity, may result in immediate termination of your access to the Services without prior notice to you. We have the right to investigate violations of these Terms and any conduct that affects our Services, and in response may take any action we may deem appropriate.

g. Waiver; Severability. Vimocity’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. Except as expressly set forth herein, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.

h. Notices. Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given via email to your email address on your account or by posting to the Services. Notices from you to Vimocity will be given via email to admin@vimocity.com. For notices made by email, the date of receipt of the message will be deemed the date on which such notice is transmitted.

i. Amendments. Vimocity reserves the right to amend these Terms of Use at any time by updating this posting without prior notice. Your continued use of our Services following the posting of an updated Terms of Use constitutes your acceptance of such amendments.