VALENCE VIBRATIONS, INC. Terms of Service
Effective Date: May 14, 2022
These Terms of Use (“Terms”) are a legal contract between You and Valence Vibrations, Inc. ("Valence Vibrations", "Us", "Our" or "We") and govern Your use of all the text, data, information, software, graphics, photographs and more (all of which We refer to as “Materials”) that We and Our affiliates may make available to You, as well as any services (“Services”) We may provide through Our mobile or device applications, including the Apple Watch or haptic wristband (“Mobile Application”) and any of Our websites (all of which are referred to in these Terms as this “Site”). Unless otherwise specified, all references to “Site” include (i) the Materials, (ii) the Services, including all Services provided through a Subscription (as defined below), and (iii) any software that We provide to You that allows You to access the Site and/or the Services from the Mobile Application.
READ THESE TERMS CAREFULLY BEFORE BROWSING THIS SITE. USING THIS SITE INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. YOU CANNOT USE THIS SITE IF YOU DO NOT ACCEPT THESE TERMS.
NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH US. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.
THIS IS A SUBSCRIPTION SERVICE THAT AUTOMATICALLY RENEWS. PLEASE READ THESE TERMS CAREFULLY (IN PARTICULAR, SECTION ENTITLED “SUBSCRIPTIONS”) BEFORE COMPLETING A PURCHASE OF THE SERVICES. YOU MUST AFFIRMATIVELY CANCEL A SUBSCRIPTION TO AVOID BEING CHARGED AT LEAST 24 HOURS BEFORE THE END OF THE RESPECTIVE SUBSCRIPTION PERIOD BY CANCELING YOUR SUBSCRIPTION (I) IF YOU SUBSCRIBED THROUGH THE APPLE APP STORE, THROUGH THE APPLE APP STORE OR (II) IF YOU SUBSCRIBED THROUGH THE SITE, THROUGH THE “MY ACCOUNT” PAGE WITHIN THE MOBILE APPLICATION OR BY EMAILING LEGAL@VALENCEVIBRATIONS.COM. DELETING THE MOBILE APPLICATION DOES NOT CANCEL YOUR SUBSCRIPTION.
CHANGES.
We may alter the Materials and Services We offer You and/or choose to modify, suspend or discontinue this Site at any time and without notifying You. We may also change, update, add or remove provisions (collectively, “modifications”) of these Terms from time to time. We will inform You of any modifications to these Terms by posting them on this Site and We may email You about the modifications. Please let Us know if Your preferred email address changes at any time after Your registration.
If You object to any such modifications, Your sole recourse shall be to cease using this Site. Continued use of this Site following notice of any such modifications indicates You acknowledge and agree to be bound by the modifications. Also, please know that these Terms may be superseded by expressly-designated legal notices or terms located on particular pages of this Site. These expressly-designated legal notices or terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded.
GENERAL USE.
By using this Site, You promise that You are at least 18 years of age. We invite You to use this Site for individual, consumer purposes ("Permitted Purposes").
In these Terms we are granting You a limited, personal, non-exclusive and non-transferable license to use and to display the Materials; Your right to use the Materials is conditioned on Your compliance with these Terms. You have no other rights in this Site or any Materials and You may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of this Site or Materials in any manner. If You make copies of any of this Site while engaging in Permitted Purposes then We ask that You be sure to keep on the copies all of Our copyright and other proprietary notices as they appear on this Site.
If You breach any of these Terms the above license will terminate automatically and You must immediately destroy any downloaded or printed Materials (and any copies thereof).
MOBILE APPLICATIONS.
We make available Mobile Applications to access the Site and/or the Services via a mobile device, including an Apple iOS-powered mobile device and an Apple Watch. To use the Mobile Application You must have a mobile device that is compatible with the mobile service. We do not warrant that the Mobile Application will be compatible with Your mobile device. We hereby grant to You a non-exclusive, non-transferable, revocable license to use an object code copy of the Mobile Application for one registered account on one mobile device owned or leased solely by You, for Your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Application, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Application to any third-party or use the Mobile Application to provide time sharing or similar services for any third-party; (iii) make any copies of the Mobile Application; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Application, features that prevent or restrict use or copying of any content accessible through the Mobile Application, or features that enforce limitations on use of the Mobile Application; or (v) delete the copyright and other proprietary rights notices on the Mobile Application. You acknowledge that We may from time to time issue upgraded versions of the Mobile Application, and may automatically electronically upgrade the version of the Mobile Application that You are using on Your mobile device. You consent to such automatic upgrading on Your mobile device, and agree that these Terms will apply to all such upgrades. The foregoing license grant is not a sale of the Mobile Application or any copy thereof, and We and Our third-party licensors or suppliers retain all right, title, and interest in and to the Mobile Application (and any copy of the Mobile Application). Standard carrier data charges may apply to Your use of the Mobile Application.
The following additional terms and conditions apply with respect to any Mobile Application that We provide to You designed for use on an Apple iOS-powered mobile device (an “iOS App”):
You acknowledge that these Terms are between You and Us only, and not with Apple, Inc. (“Apple”).
Your use of Our iOS App must comply with Apple’s then-current App Store Terms of Service.
We, and not Apple, are solely responsible for Our iOS App and the Services and Content available thereon.
You acknowledge that Apple has no obligation to provide maintenance and support services with respect to Our iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to Our iOS App.
You agree that We, and not Apple, are responsible for addressing any claims by You or any third-party relating to Our iOS App or Your possession and/or use of Our iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms and any law applicable to Us as provider of the iOS App.
You agree that We, and not Apple, shall be responsible, to the extent required by these Terms, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to Our iOS App or Your possession and use of Our iOS App.
You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.
You agree to comply with all applicable third-party terms of agreement when using Our iOS App (e.g., You must not be in violation of Your wireless data service terms of agreement when using the iOS App).
The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms as they relate to Your license of Our iOS App. Upon Your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against You as they relate to Your license of the iOS App as a third-party beneficiary thereof.
SENSORY AUGMENTATION MOBILE APPLICATION.
The Mobile Application can analyze vocal tones to classify each speaker’s emotions based on tone of voice. You can receive real-time feedback on the tone of voice of speakers around You from the Mobile Application using the microphone on Your compatible mobile device like the Apple Watch or a haptic wristband, to capture short samples of speech. You can initiate a session by pressing “Start listening” or a similar button within the Mobile Application. Your compatible mobile device captures temporary recordings and either (i) in the case of the Apple Watch, performs the vocal tone analysis within the Mobile Application on the device or (ii) in the case of other haptic wristbands, sends the temporary recordings to the Mobile Application on the phone to perform the vocal tone analysis. The Mobile Application processes the temporary recordings and uses Your Apple Watch or haptic wristband to express the speaker’s emotions through a unique vibrational pattern on Your Apple Watch or haptic wristband.
PASSWORD RESTRICTED AREAS OF THIS SITE.
Certain areas of the Site may require an account. You can use Your account through the Apple App Store or We may allow You to create an account with Us. If You want an account with Us, You must submit the following information through the account registration page on this Site: (i) a working email address; and (ii) a password.
You may also provide additional, optional information so that We can provide You a more customized experience when using this Site. Once You submit the required registration information, We alone will determine whether or not to approve Your proposed account. If approved, You will be sent an e-mail detailing how to complete Your registration. For so long as You use the account, You agree to provide true, accurate, current, and complete information which can be accomplished by logging into Your account and making relevant changes directly or contacting Us using the below contact information and We can make the changes for You. If You forget Your password, We will send a password update to Your provided email address.
You are responsible for complying with these Terms when You access this Site, whether directly or through any account that You may setup through or on this Site. Because it is Your account, it is Your job to obtain and maintain all equipment and services needed for access to and use of This Site as well as paying related charges. It is also Your responsibility to maintain the confidentiality of Your password(s), including any password of a third-party site that We may allow You to use to access this Site. Should You believe Your password or security for This Site has been breached in any way, You must immediately notify Us.
SUBSCRIPTIONS.
By (i) registering for an account with Us or through the Apple App Store and (ii) paying for a subscription, You become a “Subscriber” with access to certain password-restricted areas of the Site and to use certain Services and Materials offered on and through the Site (a “Subscription”). Each Subscription and the rights and privileges provided to a Subscriber is personal and non-transferable. All sales and payments of Subscription fees will be in US Dollars. All Subscription fees are non-refundable under any circumstances.
The fee that We will charge You for Your Subscription will be the price posted on the Site on the date that You register as a Subscriber or the date Your Subscription renews. We reserve the right to change prices for Subscriptions at any time, and do not provide price protection or refunds in the event of promotions or price decreases.
If You subscribe through the Apple App Store, Your subscription payment, subscription cancellation and subscription notifications will be handled through the Apple App Store. If You subscribe through an account with Us, You may pay for Your Subscription fee only with credit and debit card payments and We will charge Your credit or debit card for Your first Subscription fee on the date that We process Your order for Your Subscription (or if You sign-up for a Subscription that includes a free-trial period, We will charge Your credit or debit card for Your first Subscription fee upon the expiration date of the applicable free-trial period). Once Your credit or debit card is charged the first Subscription fee (or if You sign-up for a Subscription that includes a free-trial period, once We have processed Your order for Your Subscription), You will receive a confirmation e-mail notifying You of Your ability to access those Subscription-only portions of, and Materials on, the Site.
IMPORTANT NOTICE: IF YOU SUBSCRIBE THROUGH AN ACCOUNT WITH US, WE WILL AUTOMATICALLY RENEW YOUR SUBSCRIPTION ON EACH YEARLY OR MONTHLY ANNIVERSARY OF THAT DATE THAT WE FIRST CHARGE YOUR CREDIT OR DEBIT CARD FOR THE FIRST SUBSCRIPTION FEE DEPENDING ON THE SUBSCRIPTION PLAN YOU SIGH-UP FOR (THE“ANNIVERSARY DATE”) AND, AS AUTHORIZED BY YOU DURING THE SUBSCRIPTION SIGN-UP PROCESS, WE WILL CHARGE YOUR CREDIT OR DEBIT CARD WITH THE APPLICABLE YEARLY OR MONTHLY SUBSCRIPTION FEE AND ANY SALES OR SIMILAR TAXES THAT MAY BE IMPOSED ON YOUR SUBSCRIPTION FEE PAYMENT (UNLESS YOU CANCEL PRIOR TO THE ANNIVERSARY DATE). EACH SUBSCRIPTION RENEWAL PERIOD IS FOR ONE YEAR OR ONE MONTH, DEPENDING ON YOUR SUBSCRIPTION PLAN. IF YOU SUBSCRIBE THROUGH AN ACCOUNT WITH US AND IF YOU SIGN UP FOR A SUBSCRIPTION THAT INCLUDES A FREE-TRIAL PERIOD, UNLESS YOU HAVE CANCELLED YOUR SUBSCRIPTION PRIOR TO THE EXPIRATION OF THE FREE-TRIAL PERIOD, AS AUTHORIZED BY YOU DURING THE SUBSCRIPTION SIGN-UP PROCESS, WE WILL AUTOMATICALLY CHARGE YOU FOR THE FIRST MONTHLY MEMBERSHIP FEE UPON THE EXPIRATION OF THE FREE-TRIAL PERIOD AND EACH SUBSEQUENT MONTHLY MEMBERSHIP FEE ON THE MONTHLY ANNIVERSARY OF THE DATE OF THE FIRST BILLING. IF YOU SUBSCRIBED THROUGH THE APPLE APP STORE, YOU MAY CANCEL YOUR SUBSCRIPTION THROUGH THE APPLE APP STORE. IF YOU SUBSCRIBED THROUGH US, YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME WITHIN THE “MY ACCOUNT” PAGE WITHIN THE MOBILE APPLICATION OR BY CONTACTING US AT LEGAL@VALENCEVIBRATIONS.COM PROVIDED THAT CANCELLATIONS MUST BE RECEIVED AT LEAST 24 HOURS BEFORE THE SUBSCRIPTION ANNIVERSARY DATE AND ANY SUBSCRIPTION FEES CHARGED PRIOR TO THE EFFECTIVE DATE OF CANCELLATION WILL NOT BE REFUNDED, IN WHOLE OR IN PART. YOU WILL NOT BE ELIGIBLE FOR A PRO-RATED REFUND OF ANY PORTION OF THE SUBSCRIPTION FEES PAID FOR ANY UNUSED DAYS OF THE THEN-CURRENT YEARLY SUBSCRIPTION TERM. WE REQUIRE A REASONABLE AMOUNT OF TIME TO PROCESS YOUR SUBSCRIPTION CANCELLATION REQUEST. IF YOU CANCEL YOUR SUBSCRIPTION, YOU WILL ENJOY YOUR SUBSCRIPTION BENEFITS UNTIL THE EXPIRATION OF THE THEN-CURRENT YEARLY SUBSCRIPTION TERM FOR WHICH YOU HAVE PAID, AND YOUR SUBSCRIPTION BENEFITS WILL EXPIRE AT THE END OF THE THEN-CURRENT YEARLY OR MONTHLY SUBSCRIPTION TERM DEPENDING ON YOUR SUBSCRIPTION PLAN.
AUTOMATIC RENEWAL TERMS: To facilitate continuity of service to You, each free-trial Subscription that becomes a paid Subscription and each paid Subscription, contains automatic renewal terms. You agree that you will be charged the fee You agreed to for the length of time You agreed to, and that Your Subscription will automatically renew on those same terms until You cancel at any time by emailing legal@valencevibrations.com or through the “My Account” page within the Mobile Application (or through the Apple Apps Store if You subscribed there); You authorize Us to charge Your card now and upon each renewal; a cancellation will be effective on the next renewal date of Your Subscription following Your notice of cancellation; and You have read and agree to our Terms of Use and Privacy Policy.
You are liable for paying any and all applicable sales and use taxes for the purchase of Your Subscription based on the mailing address that You provide when You register as a Subscriber, and You authorize Us to charge Your credit or debit card for any such applicable taxes.
We reserve the right to modify pricing at any time (but not the price in effect for Your then-current Subscription term), upon advance notice to You. If You have not cancelled Your Subscription or turned off the auto-renew function within the specified time after receiving notice of a price change, Your Subscription will auto-renew at the price indicated in Your notice.
PAYMENTS.
You agree to pay all applicable fees related to Your use of this Site and Our Services which are described fully on Our Site. We may suspend or terminate Your account and/or access to Our Services and this Site if Your payment is late and/or Your offered payment method (e.g., credit card) cannot be processed. If You create an account through Us, we use Stripe, Inc. and its affiliates (“Stripe”) as Our payment processor and Stripe processes the payment transactions for Us. By providing a payment method, You expressly authorize Us (and any third party payment processor including Stripe) to charge the applicable fees on said payment method as well as taxes and other charges incurred thereto at regular intervals, all of which depend on Your particular subscription and utilized services. You are subject to the terms and conditions of any third party payment processors (including Stripe) when making a payment via a third party payment processor.
We understand that You might cancel Your account, but please know that We will not provide any refund(s) and You will be responsible for paying any balance due on the account. You agree that We may charge any unpaid fees to Your provided payment method and/or send You a bill for such unpaid fees.
ELECTRONIC COMMUNICATIONS.
By using the Site and/or the Services provided on or through the Site, You consent to receiving electronic communications from Us. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Site and/or Services provided on or through the Site. These electronic communications are part of Your relationship with Us. You agree that any notices, agreements, disclosures or other communications that We send You electronically will satisfy any legal communication requirements, including that such communications be in writing.
PRIVACY POLICY.
We respect the information that You provide to Us, and want to be sure You fully understand exactly how We use that information. So, please review Our Privacy Policy (“Privacy Policy”) which explains everything.
THIRD PARTY CONTENT.
Certain information and content may be provided by third party licensors to Us (“Third Party Content”). The Third Party Content is, in each case, the copyrighted and/or trademarked work of the creator/licensor. Unless You have permission from the owner of the Third Party Content, You agree to only display the Third Party Content on Your personal computer solely for Your own personal business use. You acknowledge and agree that You acquire no proprietary rights in or to the Third Party Content (which rights remain with Us and Our licensors) and have no right to download, cache, reproduce, sell, publish, use in connection with any product or service of Yours, modify, display (except as set forth in this paragraph), edit, alter or enhance any of the Third Party Content in any manner unless you have permission from the owner of the Third Party Content. The Third Party Content is provided on an “as is, as available” basis with all faults and defects. WE, ON BEHALF OF OUR SELF AND OUR LICENSORS DISCLAIMS AND EXCLUDES ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS WITH REGARD TO THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT OF THIRD PARTY RIGHTS.
LINKS TO THIRD PARTY WEB SITES.
The Sites may be linked to other web sites that are not Our Sites (“Third Party Web Sites”) and certain areas of the Sites may allow you to conduct transactions or purchase goods or services from or through such Third Party Web Sites. We are providing these links to you as a convenience, and We do not verify, make any representations or take any responsibility for such linked to Third Party Web Sites, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, links displayed or activities conducted on such Third Party Web Sites. The Third Party Web Sites may have different privacy policies and terms and conditions and business practices than Us. Your dealings and communications through the Sites with any party other than Us are solely between You and such third party. Any complaints, concerns or questions You have relating to materials provided by third parties should be forwarded directly to the applicable third party. YOU AGREE THAT WE WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, RESOURCES OR CONTENT AVAILABLE THROUGH ANY THIRD PARTY WEB SITES AND/OR THIRD PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT, ADVERTISING OR BUSINESS PRACTICES OF ANY THIRD PARTY. Any reference on the Sites to any product, process, publication or service of any third party, by trade name, domain name, trademark, trade identity, service mark, logo, manufacturer or otherwise does not constitute or imply Our endorsement or recommendation.
THE SITE AND SERVICES DO NOT PROVIDE PROFESSIONAL MEDICAL SERVICES OR HEALTHCARE ADVICE.
THE SITE OFFERS INFORMATION ON EMOTIONS AND THE SERVICES AND ALL THE MATERIALS PROVIDED ON THIS SITE ARE FOR INFORMATIONAL PURPOSES ONLY. YOU SHOULD NOT RELY ON THE INFORMATION PROVIDED THROUGH THE SERVICES OR ON THE SITE AS A SUBSTITUTE FOR, NOR DOES IT REPLACE PROFESSIONAL MEDICAL ADVICE OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING YOUR HEALTH OR A MEDICAL CONDITION. THE USE OF THE INFORMATION PROVIDED THROUGH THE SERVICE AND ON THE SITE IS SOLELY AT YOUR OWN RISK AND NOT MEDICAL OR HEALTHCARE ADVICE. THIS SITE IS PROVIDED “AS IS” AND “WITH ALL FAULTS” AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS SITE IS WITH YOU.
This Site and all information provided through the Services do not constitute the practice of any medical, nursing, counseling, psychiatry, psychology, or other professional health care advice, diagnosis or treatment. The Materials and all information provided through the Services are not intended to be a substitute for professional medical advice, diagnosis, or treatment. We do not represent or warrant that any particular service or product is safe, appropriate or effective for You.
If You think You may have a medical emergency, call Your doctor or 911 immediately. Reliance on the Services, Materials or any information provided by Us, Our employees, others appearing on the Site at Our invitation, or other third parties on the Site is solely at Your own risk.
UNAUTHORIZED ACTIVITIES.
We authorize Your use of this Site only for Permitted Purposes. Any other use of this Site beyond the Permitted Purposes is prohibited and, therefore, constitutes unauthorized use of this Site. This is because as between You and Us, all rights in this Site remain Our property.
Unauthorized use of this Site may result in violation of various United States and international copyright laws. Unless You have written permission from Us stating otherwise, You are not authorized to use this Site in any of the following ways (these are examples only and the list below is not a complete list of everything that You are not permitted to do):
For any public or commercial purpose which includes use of this Site on another site or through a networked computer environment;
In a manner that modifies, publicly displays, publicly performs, reproduces or distributes any of this Site;
In a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law;
To stalk, harass, or harm another individual;
To impersonate any person or entity or otherwise misrepresent Your affiliation with a person or entity;
To interfere with or disrupt this Site or servers or networks connected to this Site;
To use any data mining, robots, or similar data gathering or extraction methods in connection with this Site; or
Attempt to gain unauthorized access to any portion of this Site or any other accounts, computer systems, or networks connected to this Site, whether through hacking, password mining, or any other means.
You agree to hire attorneys to defend Us if You violate these Terms and that violation results in a problem for Us. You also agree to pay any damages that We may end up having to pay as a result of Your violation. You alone are responsible for any violation of these Terms by You. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You and, in such case, You agree to cooperate with Our defense of such claim.
PROPRIETARY RIGHTS.
"Valence Vibrations" is a trademark that belongs to Us. Other trademarks, names and logos on this Site are the property of their respective owners.
Unless otherwise specified in these Terms, all Materials, including the arrangement of them on this Site are Our sole property, Copyright © 2022 Valence Vibrations, Inc. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
DISCLAIMER OF WARRANTIES.
THIS SITE IS PROVIDED "AS IS" AND "WITH ALL FAULTS" AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS SITE IS WITH YOU.
VALENCE VIBRATIONS, ITS PROCESSORS, ITS SUPPLIERS, AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THIS SITE, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON- INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
THIS MEANS THAT WE DO NOT PROMISE YOU THAT THE SITE IS FREE OF PROBLEMS. Without limiting the generality of the foregoing, We make no warranty that this Site will meet Your requirements or that this Site will be uninterrupted, timely, secure, or error free or that defects in this Site will be corrected. We make no warranty as to the results that may be obtained from the use of this Site or as to the accuracy or reliability of any information obtained through this Site. No advice or information, whether oral or written, obtained by You through this Site or from Us or Our subsidiaries/other affiliated companies shall create any warranty. We disclaim all equitable indemnities.
LIMITATION OF LIABILITY.
WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THIS SITE. YOU UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VALENCE VIBRATIONS, ITS PROCESSORS, ITS SUPPLIERS, OR ITS LICENSORS (OR OUR OR THEIR RESPECTIVE AFFILIATES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS) BE LIABLE FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF WE KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VALENCE VIBRATIONS, ITS PROCESSORS, ITS SUPPLIERS, AND ITS LICENSORS (OR OUR OR THEIR RESPECTIVE AFFILIATES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SITE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL VALENCE VIBRATIONS, ITS PROCESSORS, AGENTS, SUPPLIERS, OR LICENSORS (OR OUR OR THEIR RESPECTIVE AFFILIA TES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING $100. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
LOCAL LAWS; EXPORT CONTROL.
We control and operate this Site from Our headquarters in the United States of America and the entirety of this Site may not be appropriate or available for use in other locations. If You use this Site outside the United States of America, You are solely responsible for following applicable local laws.
FEEDBACK.
Any submissions by You to Us (e.g., comments, questions, suggestions, materials – collectively, “Feedback”) through any communication whatsoever (e.g., call, fax, email) will be treated as both non-confidential and non-proprietary. Except as prohibited by applicable law, you hereby assign all right, title, and interest in, and We are free to use, without any attribution or compensation to You, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. Where the foregoing assignment is prohibited by law, you hereby grant Us an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Feedback as We may determine in our sole discretion. Notwithstanding the foregoing, you understand and agree that We are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and You have no right to compel such use, display, reproduction, or distribution.
DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER.
Please Read This Provision Carefully. It Affects Your Legal Rights.
This Provision facilitates the prompt and efficient resolution of any dispute (e.g., claim or controversy, whether based in contract, statute, regulation, ordinance, tort – including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence – or any other legal or equitable theory, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below) that may arise between You and Us. Effectively, then, “dispute” is given the broadest meaning enforceable by law and includes any claims against other parties relating to services or products provided or billed to You (such as Our licensors, suppliers, dealers or third-party vendors) whenever You also assert claims against Us in the same proceeding.
This Provision provides that all disputes between You and Us shall be resolved by binding arbitration because acceptance of These Terms constitutes a waiver of Your right to litigation claims and all opportunity to be heard by a judge or jury. We prefer this because We believe arbitration is less drama-filled than litigation. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow these Terms and can award the same damages and relief as a court (including attorney’s fees). You may, however, opt-out of this Provision which means You would have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). EVERYONE AGREES THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.
Pre-Arbitration Claim Resolution
For all Disputes, whether pursued in court or arbitration, You must first give Us an opportunity to resolve the Dispute which is first done by emailing to Us at legal@valencevibrations.com the following information: (1)Your name, (2) Your address, (3) A written description of Your Claim, and (4) A description of the specific relief You seek. If We do not resolve the Dispute within 45 days after receiving Your notification, than You may pursue Your Dispute in arbitration. You may pursue Your dispute in a court only under the circumstances described below.
Exclusions from Arbitration/Right to Opt Out
Notwithstanding the above, Your or We may choose to pursue a Dispute in court and not by arbitration if: (a) The dispute qualifies for initiation in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THESE TERMS (the “Opt-Out Deadline”). You may opt-out of this Provision by emailing Us at legal@valencevibrations.com the following information: (1) Your name; (2) Your address; (3) A clear statement that You do not wish to resolve disputes with Us through arbitration. Either way, We will not take any decision You make personally. In fact, We promise that Your decision to opt-out of this Arbitration Provision will have no adverse effect on Your relationship with Us. But, We do have to enforce the Opt-Out Deadline so keep in mind that any opt-out request received after the Opt- Out Deadline will not be valid and You must pursue Your dispute in arbitration or small claims court.
Arbitration Procedures
If this Provision applies and the dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either You or We may initiate arbitration proceedings. The American Arbitration Association (“AAA”), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration only, and shall in no event be commenced as a class arbitration or a consolidated or representative action or arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.
For arbitration before AAA, for Disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer- Related Disputes will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800- 352-5267. This Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action or representative procedures or rules apply to the arbitration.
Because this Site and these Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.
Arbitration Award – The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party or if required by applicable law. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA or other applicable law, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
Location of Arbitration – You or We may initiate arbitration in either California or the federal judicial district that includes Your billing address.
Payment of Arbitration Fees and Costs – So long as You place a request in writing prior to commencement of the arbitration, We will pay all arbitration filing fees and AAA or JAMS hearing fees and any arbitrator's hearing fees, costs and expenses upon Your written request to the arbitrator given at or before the first evidentiary hearing in the arbitration. But, You will still be responsible for all additional fees and costs that You incur in the arbitration which include but are not limited to attorneys’ fees or expert witnesses. In addition to any fees and costs recoverable under applicable law, if You provide notice and negotiate in good faith with Us as provided in the section above titled “Pre- Arbitration Claim Resolution” and the arbitrator concludes that You are the prevailing party in the arbitration, You will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.
Class Action Waiver
Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action, representative action, or private attorney general action) unless both You and We specifically agree to do so in writing following initiation of the arbitration. If You choose to pursue Your Dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to You. Neither You, nor any other user of this Site can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.
No Judge or Jury in Arbitration
Arbitration does not involve a judge or jury. You understand and agree that by entering into these Terms You and We are each giving up the right to a jury trial or a trial before a judge in a public court. In the absence of this Provision, You and We might otherwise have had a right or opportunity to bring disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that You would have if You went to court (e.g., the rights to both appeal and certain types of discovery) may be more limited or may also be waived.
Severability
If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision whose remainder will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the dispute will be decided by a court.
Continuation
This Provision shall survive the termination of Your account with Us or Our affiliates and Your discontinued use of this Site. Notwithstanding any provision in these Terms to the contrary, We agree that if We make any change to this Provision (other than a change to the Notice Address), You may reject any such change and require Us to adhere to the present language in this Provision if a dispute between Us arises.
LANGUAGE.
The Parties hereto have expressly required that these Terms and all documents and notices relating thereto be drafted in the English language.
GENERAL.
Certain violations of these Terms, as determined by Us, may require immediate termination of Your access to this Site without prior notice to You. The Federal Arbitration Act, California state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. Except for disputes subject to arbitration as described above, any disputes relating to these Terms or this Site will be heard in the courts located in Los Angeles County, California. If any of these Terms are deemed inconsistent with applicable law, then such term(s) shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. By choosing not to enforced any of these Terms, We are not waiving Our rights. These Terms are the entire agreement between You and Us and, therefore, supersede all prior or contemporaneous negotiations, discussions or agreements between You and Us about this Site. The proprietary rights, disclaimer of warranties, representations made by You, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.
CALIFORNIA CONSUMER NOTICE.
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: This Site and Service are provided by Valence Vibrations, 7190 W SUNSET BLVD #14 Los Angeles, CA 90046- 4415. If You have purchased anything from the Site or through the Service, a description of what You have purchased and relevant pricing information are posted as part of the ordering process for this Site (please consult Your individual purchase confirmation e-mail for the charges You incurred). If You have a question or complaint regarding the Site or Service, please contact Customer Service at support@valencevibations.com. You may also contact Us by writing Valence Vibrations, 7190 W SUNSET BLVD #14, Los Angeles, CA 90046-4415. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.