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TERMS OF SERVICE

 

THESE TERMS OF SERVICE CONTAIN AN ARBITRATION CLAUSE, DISCLAIMERS AND LIMITATIONS OF LIABILITY. PLEASE REVIEW CAREFULLY.

 

The following Terms of Service ("Terms") constitute an agreement between you and Warrior Brands, Inc.  d/b/a Victor + Valor (“Company”) that governs your use of the website owned by the Company with the primary domain, https://victorvalor.org, and its subdomains, mobile versions, any associated applications, services, content and functionality (collectively the “Website”). 

 

Your use of the Website constitute your acceptance of, and agreement to, the following Terms. The Company reserves the right to modify, alter, amend or update the Website, policies and these Terms. These Terms are subject to change without notice. If you do not agree with or do not accept any part of these Terms, you must not access or use any part of the Website. Your continued use of any part of the Website constitutes your acceptance of such changes to the Terms. You should review the Terms periodically to determine if any changes have been made. 

 

When using the Website, you will be subject to any additional posted agreements or guidelines which are applicable to specific goods, services and features, including, but not limited to, the Victor + Valor Privacy Policy, Client Services Agreement for Group and Community Programs or the Client Services Agreement for One on One Programs (the “Agreements”). All Agreements are incorporated by reference into these Terms. In the event of any conflict between the Terms and any Agreements, the provisions of the Terms shall control.

 

MERCHANDISE; DONATIONS; PAYMENT POLICIES

 

Merchandise

On the Websites, you may purchase certain items of merchandise or other physical goods (collectively, “Merchandise”). The cost to ship Merchandise that you purchase through the Website is calculated on a “per order”, “per item” or “per pound” basis and is based on the shipping option that you select at the time of purchase. We will ship the Merchandise to the address designed by you so long as such address is complete and complies with the shipping restrictions contained on the applicable Website. All transactions are made pursuant to a shipping contract and, as a result, risk of loss and title for the Merchandise will pass to you upon delivery of the Merchandise to the carrier. 

 

As a general matter, all fees and charges in connection with Merchandise are non-refundable. We reserve the right to issue refunds at our sole discretion. If we do issue a refund, we are under no obligation to issue the same or similar refund in the future. 

 

Donations

You are able to make certain donations, on a monthly recurring or one-time basis (“Donations”).  Additional terms and information regarding such Donations are include on the Website and all funds received from these Donations will be used as described on the Website.  If you sign-up for recurring Donations, you acknowledge and agree that you will be automatically charged the selected Donation amount each month until you affirmatively opt-out.  If you have questions or inquiries regarding Donations please contact info@victorvalor.org

 

Payment Processing

For any Merchandise purchased, or Donations made, you will be required to select a payment method and provide Company’s third-party payment provider with information regarding your credit card or other applicable payment method. You represent and warrant to Company that such information is true, current, and complete, and that you are authorized to use such payment method. Currently, we utilize Wix Payment and Stripe as our third-party payment provider. By purchasing Merchandise or making a Donation on the Websites, you acknowledge and agree that such transaction is governed by the terms of service for such third-party payment provider, which can be found at the following link: https://www.wix.com/about/terms-of-payments and https://stripe.com/legal/ssa 

 

MEMBERS AND SERVICES; REGISTRATION, ELIGIBILITY & RESTRICTED ACCESS  

Access to certain areas of the Website and certain products and services offered via the Website may be restricted as described in more detail herein. The Company reserves the right to restrict areas of the Website and certain products and services offered via the Website at its sole discretion. 

 

Only those users that meet applicable eligibility requirements as stated on the Websites are permitted to become members of the Victor + Valor community (“Member(s)”), and only certain Members that meet additional eligibility requirements and that Company determines (in its sole discretion following a one-on-one consultation process) will be permitted to receive certain additional products, services, and trainings offered via the Websites (the “Services”).  A Member’s eligibility to receive certain Services is also subject to such Member executing one or more Agreements referenced above and the additional terms and conditions set forth therein with respect to such Services.  Company reserves the right to update the Member and/or Services eligibility requirements and/or to change scope of the Services offered via the Websites and/or the products and services made available to Members at any time in its sole discretion.

 

Some restricted areas of the Websites, including those available to Members and those required to access certain Services, may be made available to you only as a registered user. When you are registered, you are required to create a user profile, which may include a username and password (each a “User Account”). You agree to keep your username and password confidential. You may not use as a username the name of another person or entity that is not lawfully available for use, a name or trademark that is subject to any rights or another person or entity or is offensive, vulgar or obscene. If you suspect your password has been compromised, please contact info@victorvalor.org

 

The Company will not be liable for any loss caused by the unauthorized use of your User Account; however, you may be liable to the Company or other third parties for any losses incurred due to such unauthorized use.

 

When you create a User Account with Company you guarantee that you are 18 years of age or older, are able to consent to these Terms, and that the information you provide to us is accurate, complete, and current at all times. Violation of this paragraph may result in the immediate termination of your User Account without refund, in the Company’s sole discretion. 

 

A Company may disable your User Account at its sole discretion, refuse to register a user as a Member or as a participant in any Services, remove or edit any content contributed to the Website, the Member community or the Services, or cancel any User Account or any user’s access as a Member (or certain products and services offered to the Member community) or to any Services. Company may, without notice, refuse access to its Website, the Member community or the Services, in whole or part, to any person that fails to comply with these Terms.

 

The Company reserves the right to modify methods for registration and access levels of registered users from time to time.

 

LICENSE FOR USE OF PRODUCTS AND SERVICES

All Services and other products made available on the Website were developed solely for your personal use and may not be reproduced for publication or for the personal or commercial use of others without permission. You may not create any derivative works of the Website or any Services or other products offered via the Website.  When you create a User Account and become a Member or a recipient of any Services, you agree that you will not use any information you gain therefrom to create any product or service, whether offered for commercial or personal use, without express written consent of the Company.  The Company reserves the right to seek equitable and compensatory relief for any violation of this term. All inquiries for use of the Company’s intellectual property must be submitted to the Company as follows:

 

For intellectual property owned by Victor + Valor contact info@victorvalor.org

 

MEMBERS AND SERVICES

Your request to join and participate as a Member, or to enroll in any Services offered by Company constitutes your acceptance of, and agreement to these Terms. We reserve the right to modify, alter, amend or update the Terms. The Terms are subject to change without notice. If you do not agree with or do not accept any part of the Terms, you must not be a Member or enroll in any Services.  The Member offerings and the Services and other products made available via the Website are for users over 18 years of age.  Please do not join if you are not over 18 or cannot accept the Terms.

 

Any information provided to Members or in connection with any Services is for information purposes only and results may vary from person to person when using such information. You are, and shall remain, solely responsible for any content you upload, submit, post, transmit, communicate, share or exchange by participating as a Member or enrolling in the Services and for the consequences of submitting or posting same.

 

COMPANY DISCLAIMS ANY PERCEIVED, IMPLIED OR ACTUAL DUTY TO MONITOR THE MEMBERSOR SERVICES AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR INFORMATION PROVIDED THEREON.

 

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER MEMBERS. YOU ACKNOWLEDGE AND UNDERSTAND THAT THE COMPANY HAS NOT, AND DOES NOT, IN ANY WAY: (A) INQUIRE INTO THE BACKGROUNDS OF ITS MEMBERS; OR (B) REVIEW OR VERIFY THE STATEMENTS OF ITS MEMBERS. YOU HEREBY AGREE TO EXERCISE REASONABLE PRECAUTION IN ALL INTERACTIONS WITH OTHER MEMBERS, PARTICULARLY IF YOU DECIDE TO MEET ANOTHER MEMBER IN PERSON. THE COMPANY DOES NOT REPRESENT, WARRANT, ENDORSE OR GUARANTEE THE CONDUCT OF ITS MEMBERS. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO ANY MEMBER'S CONDUCT, INCLUDING, WITHOUT LIMITATION, BODILY INJURY, PROPERTY DAMAGE, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF PRIVACY OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS BETWEEN MEMBERS.

 

The Company reserves the right, in such Company’s sole discretion, to remove any post, comment, message or member, for any reason on its Website, including, without limitation, within the Member community or in connection with the Services. 

 

The following posts, comments or messages are expressly prohibited and will be immediately deleted and the Member responsible for the post, comment or message is subject to immediate removal as a Member or from enrollment in any Services, as well as a revocation of such Member’s User Account.

  • Live video without the Company’s approval;

  • Links that self-promote your own blogs, businesses, videos, etc. without the Company’s permission;

  • Ads for items for sale or links to fundraisers without the Company’s permission;

  • Contacting other members to solicit business or for self-gain;

  • Hate speech;

  • Threatening violence;

  • Harassing or heckling another member or the Company;

  • Spam;

  • Defamatory speech towards the Company, another member or any third party

  • Political or inflammatory discussions;

  • Any reference to illegal acts; or 

  • Anything that violates the legal rights of a third party.

 

Any Member violating these rules may be immediately and permanently removed as a Member or from enrollment in the Services, in the Company’s sole discretion.

 

Any content posted to the Website or in connection with the Services or as a Member is the sole responsibility of the person(s) who created it, and the Company and its employees, agents, directors, and officers, undertakes no obligation or liability related to such content. The Company and its employees, agents, directors, and officers, do not undertake or assume any duty to monitor for inappropriate or unlawful content posted by any end users (including Members or Services participants), nor does it assume responsibility or liability that may arise from any content posted, including, but not limited to, claims of defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, fraud, or misrepresentation.  All Member and Service participant posts are confidential and may not be shared outside of the Member community or the Services.  The Company reserves the right to report to the appropriate authority any post, comment, Member or message that Company deems, in its sole discretion, may implicate the safety of either a Member, or any other end user or a third-party.

 

You acknowledge, however, that the Member community and Services may be joined by any member of the public, and so confidentiality cannot be guaranteed.  Please do not post any information that you do not want shared.   

 

SPECIAL PROMOTIONS 

Company may from time to time offer sweepstakes, contests, and other promotions to users through the Websites (each, a “Promotion”). All Promotions will be run at the sole discretion of Company, and can be activated, modified, or removed at any time by Company without advance notification and without the liability of any of Company’s partners in such Promotions. By participating in any Promotion, you are agreeing to the official rules that govern that Promotion, which may contain specific requirements of you, including, except where prohibited by law, allowing the sponsor(s) of the Promotion to use your name, voice, likeness, or other indicia of persona in advertising or marketing associated with the Promotion. If you choose to enter a Promotion, your personal information may be disclosed to third-party persons or the public in connection with the administration of such Promotion as further described in our Privacy Policy, including, without limitation, in connection with winner selection, prize fulfillment, and as required by law or permitted by the Promotion’s official rules, such as on a winner’s list.

 

GENERAL DISCLAIMER

The Company has made every effort to ensure that all information on the Website and in the Member community and the Services have been tested for accuracy. The Company makes no guarantees regarding the results that you will see from using the information provided on the Website or in the Member community or the Services. Opinions, advice, statements or other comments should not necessarily be relied upon and are not to be construed as professional advice from any Company.

 

The Website, Member community, and Services host content that is created by third parties (“Third Party Content”).  The Company does not guarantee that any of the Third Party Content shall be error free and it should not be relied upon by you. The Company specifically disclaims any and all liability for the Third Party Content.

 

The Company disclaims liability for incidental or consequential damages and assume no responsibility or liability for any loss or damage suffered by any person as a result of use of the information provided on the Website or in the Member community and Services. The Company assumes or undertakes no liability for any loss or damage suffered as a result of the use of any information found on the Websites or in the Products and Services.

 

HEALTH AND WELLNESS DISCLAIMER

CHAPLAIN SERVICES ARE PROVIDED TO SUPPORT ALL MEMBERS. NONETHELESS, ANY MENTAL, SPIRITUAL, PHYSICAL OR WELLNESS CONTENT AND/OR OTHER HEALTH INFORMATION IS DESIGNED FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY AND DOES NOT AND IS NOT INTENDED AS MEDICAL ADVICE, TO SERVE AS A SUBSTITUTE FOR MEDICAL ADVICE AND DOES NOT CONSTITUTE THE PRACTICE OF MEDICINE. YOUR USE OF THE SERVICES DOES NOT CREATE A DOCTOR/PATIENT RELATIONSHIP. THE COMPANY IS NOT A HEALTH CARE PROVIDER. THE COMPANY DOES NOT PROVIDE MEDICAL ADVICE OR THERAPY AND NOTHING CONTAINED IN THE CONTENT IS INTENDED TO CONSTITUTE PROFESSIONAL ADVICE FOR MEDICAL DIAGNOSIS OR TREATMENT. YOU SHOULD NOT USE THE WEBSITES TO DIAGNOSE A HEALTH OR FITNESS PROBLEM OR DISEASE. USE OF THE WEBSITES DOES NOT REPLACE MEDICAL CONSULTATIONS WITH A QUALIFIED HEALTH OR MEDICAL PROFESSIONAL TO MEET THE HEALTH AND MEDICAL NEEDS OF YOU OR ANY OTHER PARTY. THE COMPANY DISCLAIMS ALL RESPONSIBILITY FOR THE PROFESSIONAL QUALIFICATIONS AND LICENSING OF, AND SERVICES PROVIDED BY, ANY PHYSICIAN OR OTHER HEALTH PROVIDER REFERRED TO VIA THE WEBSITES AND/OR ANY THIRD PARTY WEBSITE. NEVER DISREGARD THE MEDICAL ADVICE OF A PHYSICIAN OR HEALTH PROFESSIONAL, OR DELAY IN SEEKING SUCH ADVICE, BECAUSE OF SOMETHING YOU READ VIA THE WEBSITES. ALTHOUGH THE COMPANY STRIVES TO ENSURE THAT THE INFORMATION PROVIDED VIA THE WEBSITES IS CORRECT, THE COMPANY CANNOT GUARANTEE THAT IT IS ALWAYS ACCURATE AND UP-TO-DATE. THE COMPANY OFFERS THE WEBSITES AS IS AND WITHOUT ANY WARRANTIES.

 

IF YOU BELIEVE THAT YOU MAY BE A DANGER TO YOURSELF OR TO OTHERS OR IF YOU HAVE A MEDICAL EMERGENCY, PLEASE CALL 911 IMMEDIATELY (OR THE RELEVANT EMERGENCY NUMBER IN YOUR COUNTRY) AND NOTIFY THE POLICE OR EMERGENCY MEDICAL SERVICES.

 

BUSINESS COACHING AND CONSULTING DISCLAIMER

We have made every effort to ensure that all business information, including but not limited to any references to technology or business methodology, provided on the Website or in the Member community or the Services has been tested for accuracy. There is no guarantee that you will see positive results to your business using the techniques and materials provided on the Website or in the Member community or the Services. We assume no responsibility for your decisions or for policies or practices that you implement based on information on the Website and Services. Everything provided on the Website and in the Services is for informational purposes only.

 

INCOME OR EARNINGS INFORMATION DISCLAIMER

Any statements related to income or earnings potential on the Website or in the Member community and the Services are examples of what may be possible in the future. We make no guarantees regarding results, present or future. We are not responsible for your earnings, income, sales, or any other performance as a result of the actions you take based upon the information provided on the Website or in the Member community and Services. The Website and Services are provided for informational purposes only.

 

YOUR RESPONSIBILITY

The Website and Services were developed strictly for informational purposes. You understand and agree that you are fully responsible for your use of the information provided on the Website, via the Member community, and the Services. Company makes no representations, warranties or guarantees. You understand that results may vary from person to person. The Company  assumes no responsibility for errors or omissions that may appear in the Website or in the Member community and Services.

 

USE OF THE WEBSITE 

Unless otherwise stated, the Company owns the intellectual property and rights to all content and material on the Website and provided via the Services. Subject to the license below, all intellectual property rights are reserved. 

You may view, download (for caching purposes only), and print pages for your personal use, subject to the restrictions set out below and elsewhere in these Terms. 

The following uses are not permitted:

  • Republication of content from the Website or via the Services, unless content is specifically and expressly made available for republication; 

  • Sale, rental or sub-license of any content from the Website;

  • Reproduction or duplication of any content on the Website for commercial purposes; 

  • Modification of any content on the Website, unless content is specifically and expressly made available for modification; 

  • Redistribution of content of the Website, unless content is specifically and expressly made available for redistribution. Users are permitted to share content on social media channels, as long as a link to the applicable Website is included. 

 

From time to time, the Website will utilize various plugins or widgets to allow sharing of content via social media channels, email or other methods. Use of these plugins or widgets does not constitute any waiver of any Company’s intellectual property rights. 

 

You must not use the Website or the Member community or any Services in a way that causes, or may cause, damage to a Website or impairs the availability of access to a Website or the Member community or Services. You must not decompile, reverse engineer, disassemble or otherwise reduce any Website or Services, except to the extent that such activity is expressly permitted by applicable law. You must not use the Website, the Member community, or any Services to copy, store, host, transmit, send, use, publish or distribute any material that consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit and/or other harmful code or malicious software.

 

You must not conduct any systematic or automated data collection activities, including, but not limited to scraping, data mining, data extraction or data harvesting on or in relation to the Website or Services without the Company’s express written permission. 

 

You must not use the Website, Member community or the Services to transmit or send any unsolicited commercial communications.

 

You must not use the Website or the Services for any third-party marketing without the Company’s express written permission.

 

INTELLECTUAL PROPERTY

All original materials provided by the Company is owned by the Company. Any original materials are provided for your individual use only. You are not authorized to use or transfer any Company’s intellectual property. All intellectual property remains the property of the Company. No license to sell, distribute, reproduce, prepare a derivative work, display or perform is granted or implied. The Company will be entitled to injunctive relief to prohibit any such violations to protect against the harm of such violations. 

 

Certain of the names, logos, and other materials displayed on the Website and Services constitute the Company’s intellectual property, including, but not limited to, patents, trademarks, service marks, trade secrets and copyrights ("Company IP”).  You are not authorized to use any Company IP without the Company’s express consent. Ownership of Company IP remains with the Company and you agree not to make any claims or assertions of any other party's ownership of Company IP.

 

The Company’s trademarks and trade dress may not be used in connection with any product or service that is not the Company’s, in any manner likely to cause confusion among consumers or in any manner that disparages or discredits the Company.

 

EQUITABLE RELIEF

You acknowledge and agree that in the event of certain breaches of the Terms, the Company may suffer irreparable injury, such that no remedy at law will afford it adequate protection against, or appropriate compensation for, such injury. Accordingly, you agree that the Company shall be entitled to any injunctive relief, without having to post a bond, as may be granted by a court of competent jurisdiction.

 

COPYRIGHT

Unless otherwise noted, the design, content and all components of the Website, Merchandise and Services are copyrights owned by the Company or third parties and are protected by United States and international copyright laws and should not be reused or republished without express written permission. 

 

The Websites, Merchandise, Services and other products offered thereon contain copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Websites are copyrighted as a collective work under the United States copyright laws. The Company owns copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. You may download copyrighted material for your personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of the Company. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.

 

TRADEMARKS

The Company’s trademarks and trade dress may not be used in connection with any product or service that is not the Company’s, in any manner likely to cause confusion among consumers, or in any manner that disparages or discredits any Company, the Website, or the experts featured on any Website.

From time to time, the Website, Services and other products offered thereon will legally utilize trademarks owned by third parties. These trademarks are the respective property of their owners. 

 

GRANT OF RIGHTS

You grant the Company a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute any content you contribute to the Websites, Products and Services. This includes, but is not limited to, text, images, audio material, comments, video material and audio-visual material. This license extends to all known and future media. You also grant the Company the right to sub-license these rights and the right to bring an action for infringement of these rights. By posting content to the Website, Member community or in connection with the Services you represent that you have the right to grant these permissions for use of such content by the Website, the Company, and Company’s sublicensees.

 

CONTENT CONTRIBUTED TO THE WEBSITE

Any content you contribute to the Website, Member community and Services including, but not limited to text, images, audio material, comments, video material and audio-visual material, must not be illegal or unlawful, may not infringe on any third-party's legal rights, and must not be capable of giving rise to legal action whether against you or a Company or a third party. 

 

The Company reserves the right to edit or remove: (i) any material submitted to its Website, Member community and Services; (ii) stored on its servers; or (iii) hosted or published on its Website, Member community and Services. The Company takes no responsibility and assumes no liability for any content posted by you or any third party.

 

COMMENT POLICY

The Website offer the option for you to leave comments, engaging with the Websites’ posts. The following types of comments will not be tolerated and will be deleted: 

  • harassment directed toward any content creator or the Company;

  • spam;

  • hate speech;

  • defamatory to the Company or any third party;

  • reference illegal acts; or,

  • violate the legal rights of a third party. 

 

The Company’s sole discretion will be used to determine if a comment is in violation of this comment policy. Any comments in violation will be promptly deleted and no further explanation will be due to you if your comment was determined to be in violation with this policy. 

 

TAKEDOWN REQUESTS

From time to time, the Website will publish posts with images from other third-party websites. Any such use is considered fair use under copyright laws and is fully attributed to the owner. If you believe that your copyrighted work has been used on the Website in a way that constitutes copyright infringement and falls outside of fair use, please send a request as set forth below and the Website will remove the image within 24 to 48 hours.

 

For all of the Websites, please contact:

Seth H. Lieberman

slieberman@pryorcashman.com

Pryor Cashman LLP

7 Times Square, New York, NY 10036-6569

 

In accordance with the Digital Millennium Copyright Act (DMCA), 17 U.S.C. § 512, the Company has implemented procedures for reporting instances of copyright infringement.

 

If you are a copyright owner, or its authorized representative, and believe in good faith that content residing or accessible on or through and of the Website infringes your copyrighted work, you may submit a notice of copyright infringement by sending a written notice of copyright infringement to our designated agent, whose contact information is listed below.  The Company has designated Pryor Cashman LLP as the designated agent for the Company.

 

Notice may be sent to:

By Mail: 

Pryor Cashman LLP

Attn: Seth H. Lieberman

7 Times Square, New York, NY 10036-6569

 

By e-mail

Seth H. Lieberman

slieberman@pryorcashman.com

 

The notice of copyright infringement should provide the following information:

  1. A clear description of the copyrighted work that you claim has been infringed (if multiple copyrighted works are covered by a single notification, you may provide a representative list of such works).

  2. A description of the material that you claim is infringing.

  3. Information reasonably sufficient to permit us to locate the allegedly infringing material (please be as detailed as possible and provide web addresses (URLs) leading directly to the material).

  4. Your contact information, including your address, telephone number, and an e-mail address.

  5. A statement that you have a good faith belief that use of the copyrighted materials in the manner asserted is not authorized by the copyright owner, its agent, or the law.

  6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

  7. Your physical or electronic signature (typing your full legal name is sufficient).

 

Counter-Notification

If material that you have posted to our Website has been taken down, you may file a counter-notification that contains the following details:

  1. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

  2. A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material in question;

  3. Your name, address and telephone number;

  4. A statement that you consent to the jurisdiction of federal district court in the federal district court in the District of Arizona, and that you will accept service of process from the person who provided notification in compliance with section 512 (c)(1)(C) of the DMCA, or an agent of such person.

  5. Your physical or electronic signature.

 

Notice may be sent to:

By Mail: 

Pryor Cashman LLP

Attn: Seth H. Lieberman

7 Times Square, New York, NY 10036-6569

 

By e-mail

Seth H. Lieberman

slieberman@pryorcashman.com

 

You also acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may temporarily or permanently remove the identified materials from our Website without liability to you or any other party.

 

Please note that we may forward the notice of copyright infringement (or information contained therein), as well as the complainant’s contact information, to the party who posted the allegedly infringing content. Additionally, if we remove or disable access to the content pursuant to a valid DMCA notice, Company will immediately notify the owner of the content that the content has been removed or disabled.

It is also the policy of the Company, in appropriate circumstances and in our sole discretion, to suspend or terminate the accounts of publishers who are repeat copyright infringers.

 

Confidential Information. As stated above, all communications sent by you to us will be treated as non-confidential and non-proprietary (subject to our privacy policy). Please do not submit confidential or proprietary information to us (including patentable ideas, new content suggestions or business proposals) unless we have mutually agreed in writing otherwise. Ideas that we receive unsolicited will be treated as property owned by the Company and will not be returned to you.

 

COMMUNICATION

If you send the Company an email, register to use the Website or provide your email to the Company in any other way, you consent to receive communications from such Company electronically. You agree that all legal notices provided via electronic means from the Company satisfies any requirement for written notice.

 

CHILDREN'S INFORMATION

The Website does not knowingly collect any personally identifiable information from children under the age of 16. If a parent or guardian believes that a Website has personally identifiable information of a child under the age of 16 in its database, please contact the applicable Website as set forth below and such Website will use its best efforts to promptly remove such information from its records. Visit www.OnGuardOnline.gov for tips from the Federal Trade Commission on protecting children’s privacy online.

 

Please contact Seth H. Lieberman, slieberman@pryorcashman.com


 

THIRD PARTIES

The Website may contain links to third-party websites that are not governed or controlled by the Company. You represent and warrant that you have read and agree to be bound by all applicable Terms and policies for any third-party website that relates to your use of the Website. The Company assumes no control or liability over the content of any third-party sites. You expressly hold harmless the Company from any and all liability related to your use of a third-party website. 

 

Prior to engaging in any meetings, events, or commercial transactions with any third parties discovered through or linked on the Website or the Member community and Services, you must complete any necessary investigation or due diligence. You understand that the Company does not perform psychological testing or background checks on the individuals who may use the Website or the Member community and Services. You understand and agree that you are solely responsible for your actions and decisions to meet other individuals who you meet online by virtue of the Website, Member community and Services provided on the Website. If there is a dispute for any events or commercial transactions with a third party discovered through or linked on the Website or the Member community and Services, you expressly hold the Company harmless from any and all liability in any dispute.

 

NO WARRANTIES 

The Websites and Services and other products offered thereon are provided on an "as is" and "as available" basis without any representations or warranties, expressed or implied. No Company makes any representations or warranties in relation to the Website and Services and other products offered thereon, or the information and materials provided therein. 

 

The Company makes no warranty the Website or the Services and other products offered thereon will meet your requirements; will be available uninterrupted; error free, timely and free of viruses or bugs; or represents the full functionality, accuracy, and reliability of the Website or the Services and other products offered thereon. The Company is not responsible to you for the loss of any content or material uploaded or transmitted through the Website or Services. The Website is written in English and Company makes no warranty regarding translation or interpretation of content in any language.  

 

LIMITATION OF LIABILITY

TO THE EXTENT ALLOWABLE BY LAW, THE COMPANY AND ITS OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, LICENSEES AND WEB HOSTING SERVICES WILL NOT BE LIABLE FOR LOST PROFITS, BUSINESS INTERRUPTION OR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSS, DATA OR USE, INCURRED BY YOU, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO $100 USD

 

YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE WEBSITE, THE SERVICES, AND THE OTHER PRODUCTS OFFERED THEREON, OR THE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

 

INDEMNITY

You agree to defend, indemnify and hold the Company, its members, employees, officers, directors, managers and agents harmless from and against any and all losses, claims, suits, actions, liabilities, obligations, costs and expenses (including reasonable attorneys' fees and expenses) which a Company suffers as a result of third-party claims based on: (i) your negligence or intentional misconduct, (ii) your breach of any provision of the Terms (including representation or warranty); (iii) materials prepared or provided by you including, but not limited to, any claims of infringement, or misappropriation of copyright, trademark, patent, trade secret, or other intellectual property or proprietary right, infringement of the rights of privacy or publicity, or defamation or libel; or (iv) death, personal injury, or property damage arising out of, or relating to, your obligations hereunder.

 

ARBITRATION

The Terms will be governed and construed in accordance with the laws of the state of New York without reference to its conflict of law provisions. Any controversy or claim arising out of or relating to the Terms, or the breach thereof, shall be settled with the Company by arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of any such arbitration shall be in New York County, New York. The parties also agree that the AAA Optional Rules for Emergency Measures of Protection shall apply to the proceedings.  This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to the Terms. Notwithstanding the foregoing, any action seeking injunctive relief shall be submitted to the courts and shall not be subject to this provision.

 

THE PARTIES WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT: (I) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOT WITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND (II) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM OR DISPUTE PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BETWEEN THE PARTIES.

Any controversy or claim arising out of or relating to the Terms, or the breach thereof, shall be settled solely and exclusively between you and the Company (and no other parties, including, without limitation, any of the Company’s officers, directors, members, managers, employees, volunteers, agents, or representatives, none of whom shall be named or joined as party to any arbitration or other legal proceeding arising hereunder) by arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of any such arbitration shall be in New York County, New York.”

 

MISCELLANEOUS PROVISIONS

 

If any provision(s) of the Terms is held to be invalid, illegal or unenforceable, the remaining provisions shall be severable and enforceable. In addition, in such event the unenforceable or invalid provision shall be deemed to be modified to the extent necessary to (i) render it valid and enforceable and (ii) give the fullest effect possible to the original intent of the provision.

 

The Terms may not be assigned by you without the Company’s  prior written consent; however, the Terms may be assigned by a Company in its sole discretion. 

 

The Terms are the final, complete and exclusive agreement of the parties with respect to the Website offered by the Company

 

The failure of a Company to exercise or enforce any right or provision hereunder shall not operate as a waiver of such right or provision. Any waiver of the Terms by the Website or a Company must be in writing and signed by an authorized representative of the Company.

 

All notices with respect to the Terms must be in writing and may be via email to your email address and as set forth below for the Website: 

 

For the Victor + Valor Websites contact Seth H. Lieberman: slieberman@pryorcashman.com


 

Last updated: June 21, 2023

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