Effective Date: April 15, 2024

Please read these terms of service (“Terms of Service”) and Experience Terms  (collectively, this “Agreement”) carefully. This Agreement is between you and Vee Friends, LLC and its affiliates (“VF,” “we,” “us,” or “our”) and governs your access to and use of our Services and Software. You may enter into this Agreement on behalf of yourself or on behalf of a legal entity. If you enter into this Agreement on behalf of a legal entity, you represent that you are a duly authorized representative with the authority to bind that legal entity to this Agreement. All references to “you” and “your” in this Agreement mean the person accepting this Agreement as an individual or the legal entity for which the representative is acting. Capitalized terms in this Agreement will have definitions as set forth in the applicable section where they are defined, or in Section [32] below.

Please note that these Terms are subject to the same Arbitration Agreement set forth in Section 23 of the website Terms of Use .

You may only use the Services and Software in accordance with the terms and subject to the conditions of this Agreement and our Website Terms of Use .

You acknowledge that you will only create an account or otherwise use the Services and Software if you agree to be legally bound by all terms and conditions herein. Your acceptance of this Agreement creates a legally binding contract between you and VF.

1. ACCOUNT INFORMATION; SHARING 

1.1 Registration; Username and Passwords. You may be required to provide information about yourself to register for and to access or use the Services and Software. You represent and warrant that any such information, including Customer Data, is and will remain accurate and complete, and that VF has no liability whatsoever for errors and omissions in your Customer Data. You may also be asked to choose a username and password to access or use the Services and Software. We may reject, or require that you change, any such username or password, in our sole discretion. You are entirely responsible for maintaining the security of your username and password, and you agree not to disclose or make your username or password accessible to any third party.

1.2 Prohibition on Sharing. You may not share an account, Host rights, or any other user rights with any other individual, unless otherwise expressly pre-approved by VF in writing. You may not share any login credentials or passwords regarding the foregoing with any other individual. You acknowledge that sharing of any such rights is strictly prohibited. Your right to use or access the Services and Software is personal to you and not assignable or transferable. You may not assign or transfer any account, Host rights, or any other user rights with any other individual, except upon (i) an individual termination of employment or relationship with their employer, as applicable, or (ii) VF’s prior express written approval.

3. ACCESS AND USE; SOFTWARE LICENSE

3.1 Access and Use; Software License. Subject to the terms and conditions of this Agreement, you may access and use, the Services as set forth herein. If access to or use of any portion of the Services requires or allows for you to download, use, or install VF software (“Software”), VF grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, and royalty-free license to use the Software in object code format on a compatible device for your internal use only, solely to access and use the Services during the applicable Term. You acknowledge and agree that your access to and use of the Services and Software under this Section (and as otherwise provided in this Agreement) is revocable in VF’s sole discretion.

3.2 Documentation License. Subject to the terms and conditions in this Agreement, VF grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, and royalty-free license for you to use VF-provided product and services documentation (“Documentation”) solely for your personal and non-commercial use in connection with use of the Services or Software during the applicable Term.

3.3 Ownership. You acknowledge that, notwithstanding anything to the contrary herein, the Services are provided to you on a subscription basis to the extent you maintain the required credentials, and the Software and Documentation is provided to you under a limited license, and neither has been sold to you. You also acknowledge that you have neither obtained nor will obtain any ownership or other right, title, or interest in or to the Services, Software, or Documentation or any Proprietary Rights relating thereto. Any copies of Software will remain the exclusive property of VF. The Software may include code that is licensed to you under third party license agreements, including open-source software made available or provided with the Software. Without limiting the generality of the foregoing, VF owns all right, title, and interest in and to all upgrades, enhancements, new releases, changes, and modifications to the Services or Software, together with all ideas, architecture, algorithms, models, processes, techniques, user interfaces, database design and architecture, and “know-how” embodying the Services and Software. Under no circumstances will you be deemed to receive, have, or be granted title to all or any portion of the Services, Software, or Documentation, title to which at all times vests exclusively in VF. None of the Services, Software, or Documentation, or any component thereof, is or shall be deemed to be a “work made for hire,” as that term is defined in 17 U.S.C. § 101.

4. RESPONSIBILITY FOR USE AND END USERS

4.1 Use of the Services; End User Responsibility. You will abide by and ensure compliance with, all the terms and conditions of this Agreement. Use of the Services is void where prohibited. You are responsible for your access to and use of the Services and Software. You are responsible for the activities conducted in connection with the Services including ensuring that you will comply with the terms and conditions of this Agreement and any applicable VF policies. You acknowledge that you remain liable for the acts and omissions of any third party that you allow, enable, or otherwise provide access to the Services or Software, whether or not such access was expressly permitted by VF.

4.2 Violations by End Users or Third Parties. VF assumes no responsibility or liability for violations of this Agreement by End Users or any other third party that you allow, direct, or enable to access the Services or Software. If you become aware of any violation of this Agreement in connection with use of the Services or Software by any person, you must contact VF at Copyright@veefriends.com.

4.3 Liability for Content and Data. Under no circumstances will VF be liable in any way for any data or other content viewed while using the Services, including any errors or omissions in any such data or other content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or other content.

4.4 Investigation of Use. VF may investigate any complaints and violations that come to our attention and may take any action, in its sole discretion, including issuing warnings, suspending or disconnecting the Services or Software, removing the applicable data or other content, terminating accounts or End User profiles, or taking other reasonable actions in its sole discretion.

5. SYSTEM REQUIREMENTS; CHANGES

Your use of the Services and Software requires one or more compatible devices, Internet access, and certain third-party software, and you may be required to obtain updates or upgrades from time to time for Software or third-party software, which may result in additional costs to you. Because use of the Services and Software involves hardware, software, and Internet access, your ability to access and use the Services and Software may be affected by the performance of the foregoing. High-speed Internet access is recommended. You are solely responsible for any fees that may apply to your access to or use of the Services and Software, including fees for hardware, software, Internet access, or text messages. You agree that the foregoing requirements are your responsibility, and VF may, in its sole discretion, discontinue availability or compatibility of the Services or Software, on a particular operating system, device, or platform.

6. USE OF BETA SERVICES

If you use any beta services, products, or software offered or made available by VF, then you acknowledge that your use of the services, products, or software are at your own risk and VF assumes no liability for the use of any beta services, products or software.

7. RECORDINGS

You are responsible for compliance with all Laws governing the monitoring or recording of conversations as the Host. A Host can choose to record, for example, meetings, webinars, or a phone call. By using the Services, you authorize VF to store recordings. You will receive a notification (visual or otherwise) when recording is enabled. If you do not consent to being recorded, you can choose to leave the recorded session.

8. PROHIBITED USES

You agree that you will not, and will not permit any End Users to, directly or indirectly: (i) use the Services or Software in violation of our Experience Terms Code of Conduct Link (which are hereby incorporated into this Agreement); (ii) modify, customize, disassemble, decompile, prepare derivative works of, create improvements, derive innovations from, reverse engineer, or attempt to gain access to any underlying technology of the Services or Software, including any source code, process, data set or database, management tool, development tool, server or hosting site; (iii) knowingly or negligently use the Services or Software in a way that abuses, interferes with, or disrupts VF’s networks, your account, Host rights, or any other user rights, or the Services; (iv) engage in activity that is illegal under applicable Law, fraudulent, false, or misleading; (v) transmit through the Services or Software any material that may infringe, misappropriate, or violate the Proprietary Rights of third parties; (vi) build or benchmark a competitive product or service, or copy any features, functions, or graphics of the Services or Software; (vii) use the Services or Software for the development, production, or marketing of a service or product substantially similar to the Services or Software; (viii) use the Services or Software to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would infringe or violate the Proprietary Rights of any party, or is otherwise unlawful, or would give rise to civil or criminal liability, under any applicable Law; (ix) upload or transmit any software, Customer Content, or code that does or is intended to harm, disable, destroy, or adversely affect performance of the Services or Software in any way or which does or is intended to harm or extract information or data from other hardware, software, networks, or other users of the Services or Software; (x) engage in any activity or use the Services, Software, or your account in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, Software, or any servers or networks connected to the Services or VF security systems; (xi) use the Services or Software in violation of any VF policy or in a manner that violates applicable Law, including anti-spam, import and export control, intellectual property, privacy, anti-terrorism, anti-bribery, foreign corrupt practices, and any other Laws requiring the consent of subjects of audio and video recordings; (xii) remove, delete, alter, or obscure any Proprietary Rights notices provided on or with the Services or Software, including any copy thereof; (xiii) make, use, or offer the Services or Software for lease, rent, or sale, or reproduce, resell, distribute, publish, display, assign, transfer, sublicense, lend, use on a timeshare or service bureau basis, or use the Services or Software for any commercial or other purpose that is not expressly permitted by this Agreement; or (xiv) make available the Services or Software, or any features or functionality thereof, to any third party for any reason or by any manner, unless expressly permitted by this Agreement or otherwise expressly agreed to in writing by you and VF.

9. COMPLIANCE WITH LAWS

You are solely responsible for you and your End Users’ compliance with all Laws that apply to you and your End Users’ access to and use of the Services and Software, including Laws requiring you to provide proper End User notifications and to obtain proper End User consents, which may be necessary to allow VF and VF’s authorized third parties to access, use, and share Customer Content. You shall comply with, and ensure that all End Users comply with, all applicable Laws in connection with your obligations under this Agreement, including access to and use of the Services and Software.

10. CUSTOMER CONTENT

10.1 Customer Content. You may provide, upload, or originate data, content, files, documents, or other materials (collectively, “Customer Input”) in accessing or using the Services or Software, and VF may provide, create, or make available to you, in its sole discretion or as part of the Services, certain derivatives, transcripts, analytics, outputs, visual displays, or data sets resulting from the Customer Input (together with Customer Input, “Customer Content”); provided, however, that no Customer Content provided, created, or made available by VF results in any conveyance, assignment, or other transfer of VF’s Proprietary Rights contained or embodied in the Services, Software, or other technology used to provide, create, or make available any Customer Content in any way and VF retains all Proprietary Rights therein. You further acknowledge that any Customer Content provided, created, or made available to you by VF is for your use solely in connection with the use of the Services, and that you are solely responsible for Customer Content.

10.2 Service Generated Data; Consent to Use. Customer Content does not include any telemetry data, product usage data, diagnostic data, and similar content or data that VF collects or generates in connection with your use of the Services or Software (“Service Generated Data”). As between you and VF, all right, title, and interest in and to Service Generated Data, and all Proprietary Rights therein, belong to and are retained solely by VF. You agree that VF compiles and may compile Service Generated Data based on Customer Content and use of the Services and Software. You consent to VF’s access, use, collection, creation, modification, distribution, processing, sharing, maintenance, and storage of Service Generated Data for any purpose, to the extent and in the manner permitted under applicable Law, including for the purpose of product and service development, marketing, analytics, quality assurance, machine learning or artificial intelligence (including for the purposes of training and tuning of algorithms and models), training, testing, improvement of the Services, Software, or VF’s other products, services, and software, or any combination thereof, and as otherwise provided in this Agreement. In furtherance of the foregoing, if, for any reason, there are any rights in such Service Generated Data which do not accrue to VF under this Section or as otherwise provided in this Agreement, you hereby unconditionally and irrevocably assign and agree to assign to VF on your behalf, and you shall cause your End Users to unconditionally and irrevocably assign and agree to assign to VF, all right, title, and interest in and to the Service Generated Data, including all Proprietary Rights relating thereto.

10.3 Permitted Use; Customer Content. VF may redistribute, publish, import, access, use, store, transmit, review, disclose, preserve, extract, modify, reproduce, share, use, display, copy, distribute, translate, transcribe, create derivative works, and process Customer Content: (i) in accordance with this Agreement and as required to perform our obligations under this Agreement; (ii) in accordance with our PRIVACY POLICY; (iii) as authorized or instructed by you; (iv) as permitted or required by Law; (v) for trust and safety purposes, including monitoring and enforcing our Experience Terms Code of Conduct Link; or (vi) to protect the rights, property, or security of VF, its end users, customers, or the public, including systems and networks.

10.4 Customer License Grant. You agree to grant and hereby grant VF a perpetual, worldwide, non-exclusive, royalty-free, sublicensable, and transferable license and all other rights required or necessary to redistribute, publish, import, access, use, store, transmit, review, disclose, preserve, extract, modify, reproduce, share, use, display, copy, distribute, translate, transcribe, create derivative works, and process Customer Content and to perform all acts with respect to the Customer Content: (i) as may be necessary for VF to provide the Services to you, including to support the Services; (ii) for the purpose of product and service development, marketing, analytics, quality assurance, machine learning, artificial intelligence, training, testing, improvement of the Services, Software, or VF’s other products, services, and software, or any combination thereof; and (iii) for any other purpose relating to any use or other act permitted in accordance with Section 10.3. If you have any Proprietary Rights in or to Service Generated Data or Aggregated Anonymous Data, you hereby grant VF a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicensable, and transferable license and all other rights required or necessary to enable VF to exercise its rights pertaining to Service Generated Data and Aggregated Anonymous Data, as the case may be, in accordance with this Agreement.

10.5 Our Obligations Over Your Customer Content. VF will maintain reasonable and appropriate physical and technical safeguards to prevent unauthorized disclosure of or access to Customer Content provided by you to VF. VF will notify you if it becomes aware of an unauthorized disclosure or unauthorized access to Customer Content. VF will only access, use, collect, maintain, process, store, and transmit Customer Content in accordance with this Agreement, which may include VF’s consultants, contractors, service providers, subprocessors, and other VF-authorized third parties accessing, using, collecting, maintaining, processing, storing, and transmitting Customer Content on VF’s or your (or your End Users’) behalf in connection with the Services or Software. VF will ensure that any sharing of Customer Content with an authorized third party will be in compliance with applicable Law. VF has no other obligations with respect to Customer Content.

10.6 Customer Responsibilities, Acknowledgement, and Consents. You agree that you are solely responsible for the Customer Content sent, uploaded, displayed, or transmitted in the use of the Services, including its accuracy, and for compliance with all Laws pertaining to the Customer Content, including Laws requiring you to obtain the consent of a third party to use Customer Content and to provide appropriate notices of third-party rights. You represent and warrant that you have the right to upload Customer Input and for VF to provide, create, or make available any Customer Content to you, and that such use or provision by you, your End User, or VF does not violate or infringe any rights of any third party. Under no circumstances will VF be liable in any way for (i) your Customer Content that is transmitted or viewed while using the Services, (ii) errors or omissions in the Customer Content, or (iii) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Customer Content. VF may delete any Customer Content, at any time without notice to you, if VF becomes aware that it violates any provision of this Agreement or any applicable Laws. As between you and VF, you retain all ownership rights in your Customer Content, subject to any license or other rights granted herein, and without limiting any of VF’s Proprietary Rights set forth herein.

10.7. Image Release. Photographs and/or audio/video recordings taken within the Services by VeeFriends, or others on behalf of VeeFriends, may include your image, name, voice and/or likeness. By attending and/or participating in the Services, you hereby grant VeeFriends permission to perpetually use, and to sublicense to third parties, your photograph, image, likeness, voice and statements (whether in writing or orally) for any purpose, including, without limitation, commercial purposes, without compensation or credit to the you, in any and all media, worldwide, now known or hereafter devised.

11. ELIGIBILITY; RESTRICTION ON USE BY CHILDREN

11.1 Eligibility. You affirm that you are of legal age to enter into this Agreement and to use the Services and Software. You affirm that you are otherwise fully able and competent to enter into and abide by the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement. Your access may be terminated without warning if it comes to our attention that you are under the legal age to enter into this Agreement or are otherwise ineligible to enter into this Agreement or to use the Services and Software.

11.2 Restrictions on Use by Children. The Services are not intended for use by individuals under the age of sixteen (16) years old, unless it is through a parent or legal guardian.

12. SUSPENSION AND/OR TERMINATION

12.1 VF Termination Rights and Suspension. Notwithstanding anything to the contrary herein, if you fail to comply with any provision of this Agreement or any referenced policies, guides, notices, or statements, VF may (i) immediately suspend your access to the Services, or (ii) terminate this Agreement, effective immediately. If VF chooses to suspend your Services and the failure to comply continues, VF may exercise any or all of its termination rights in this Section. Additionally, VF may terminate this Agreement, for any reason or no reason, upon thirty (30) business days’ advance notice.

12.2 Effect of Termination or Suspension. Upon any termination of this Agreement, you must cease any further use of the Services and Software, except for any access rights explicitly granted.

12.3 Deletion and Access to Customer Content After Termination. For thirty (30) calendar days following expiration or termination of this Agreement, VF will provide you access to retrieve your Customer Content, after which time your Customer Content will be deleted according to applicable Law, this Agreement, and our regularly scheduled deletion protocols, policies, and procedures. All access during the period set forth in this Section is provided to you subject to and governed by this Agreement.

13. MODIFICATIONS TO THIS AGREEMENT

13.1 General Changes. VF may make modifications, deletions, and additions to this Agreement (“Changes”) from time to time in accordance with this Section. Changes to these Terms of Service will be posted here, which you should regularly check for the most recent version and also save the most up to date version in your files. Changes to this Agreement do not create a renewed opportunity to opt out of arbitration (if applicable). If you continue to use the Services after the effective date of the Changes, then you agree to the revised terms and conditions. In some instances, VF may notify you of a Change and also may request express confirmation of your consent to a Change. If a Change requires a specific notice pursuant to applicable Law, VF will provide you with such notice in the manner prescribed by applicable Law, together with any required notification of your rights.

13.2 Other Changes. You agree that VF may modify, delete, and make additions to its guides, statements, policies, and notices, with or without notice to you, and for similar guides, statements, policies, and notices applicable to your use of the Services by posting an updated version on the applicable webpage.

13.3 Change Notifications. It is your responsibility to keep your email address up to date for any notices that VF may send to you from time to time and to regularly review this Agreement by reviewing these Terms of Service.

14. VF PROPRIETARY RIGHTS; FEEDBACK

14.1 Feedback. If you or any of your employees, contractors, agents, or End Users send, transmit, or otherwise provide any feedback, comments, suggestions, questions, or the like, regarding the Services or Software, including any ideas, know-how, concepts, enhancements, recommendations, or other information relating to the Services or Software, including suggesting or recommending changes to the Services or Software such as new features or functionality relating thereto (collectively, “Feedback”), you acknowledge that (i) VF owns, and VF shall retain ownership of, all right, title, and interest in and to such Feedback, including any Proprietary Rights therein, and (ii) VF may, but is not required to use, the Feedback, including any Proprietary Rights therein, for any purpose whatsoever without any attribution, financial compensation, or reimbursement of any kind to you or any third party. You hereby unconditionally and irrevocably assign and agree to assign to VF on your behalf, and you shall cause your employees, contractors, agents, and End Users to unconditionally and irrevocably assign and agree to assign, all right, title, and interest in and to the Feedback, including all Proprietary Rights relating thereto. All Feedback is and will be treated as VF Confidential Information until VF, in its sole discretion, chooses to make any specific Feedback non-confidential.

14.2 Ownership of VF Property. VF, its affiliates, its licensors, and suppliers (as applicable) own and shall retain ownership of (i) all Service Generated Data (as provided in Section 10.2), (ii) all Feedback (as provided above), (iii) the Services and Software, and any underlying or other technology and intellectual property embodied or contained in, used to provide or support, or otherwise associated or provided in connection with, the Services or Software, including all Proprietary Rights related thereto, and (iv) all trade names, trademarks, service marks, trade dress, logos, icons, insignia, symbols, interface and other designs, domain names and corporate names, and the like (whether registered or unregistered) (“VF Marks”) associated or displayed with the Services or Software, together with the goodwill associated with any of the foregoing VF Marks (all of the foregoing, collectively “VF Property”). You may not frame or utilize framing techniques to enclose any VF Marks, or other proprietary materials or information (including images, text, page layout, or form) of VF without our express prior written consent. You may not use any meta tags or any other “hidden text” utilizing VF Marks without our express prior written consent. No rights to use the VF Marks are provided to you herein.

14.3 Reservation of Rights. VF reserves all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party, any Proprietary Rights or other right, title, or interest in or to any VF Property or other intellectual property provided in connection with this Agreement or the Services or Software.

15. THIRD PARTY PROPRIETARY RIGHTS

You agree to not, and to not permit any End User to, post, modify, distribute, or reproduce in any way in connection with you or your End Users’ use of the Services or Software any copyrighted material, trademarks, or other proprietary material that may infringe, misappropriate, or otherwise violate another’s Proprietary Rights without obtaining the prior written consent of the owner of the Proprietary Rights. You represent and warrant that you are either the author of all Customer Input to be provided under this Agreement or have obtained and hold all rights necessary to provide such Customer Input and receive all Customer Content in the form provided by VF, in connection with you or your End Users’ use of the Services or Software. VF may deny access to the Services to any End User who is alleged to infringe another person’s Proprietary Rights and may remove any stored Customer Content upon VF’s receipt of notice by the Proprietary Rights owner (e.g., a takedown request). Without limiting the foregoing, if you believe that any of your Proprietary Rights have been infringed in connection with the Services, notify VF by emailing Copyright@veefriends.com.

16. THIRD-PARTY INTEGRATIONS AND OFFERINGS

The Services or Software may interoperate, integrate, or be used in connection with third party offerings and services (“Third-Party Offerings”). VF is not responsible for, and VF hereby disclaims any liability for, any act or omission of any provider of Third-Party Offerings or the operation of any Third-Party Offerings, including access to, modification of, or deletion of data, regardless of whether VF or a Service endorses, approves, or supports any such Third-Party Offerings. VF does not guarantee the interoperation, integration, or support of any Third-Party Offerings. VF may, at any time, in its sole discretion, modify the Services or Software, which may result in the failed interoperation, integration, or support of Third-Party Offerings. You have sole discretion whether to purchase or connect to any Third-Party Offerings, and your use of any Third-Party Offering is governed solely by the terms of such Third-Party Offerings.

17. NO HIGH-RISK USE AND SAFE USE

THE SERVICES AND SOFTWARE ARE NOT DESIGNED FOR USE IN HAZARDOUS OR HIGH-RISK ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT, COMBAT OPERATIONS, OR WEAPONS SYSTEMS. YOU SHALL NOT USE THE SERVICES AND SOFTWARE FOR OR IN CONNECTION WITH ANY HIGH-RISK ENVIRONMENT. YOU FURTHER AGREE NOT TO USE THE SERVICES OR SOFTWARE IN AN UNSAFE MANNER, INCLUDING WHILE DRIVING, WALKING, OR OTHERWISE WITHOUT YOUR FULL ATTENTION WHERE RISK TO YOU, YOUR END USERS, OR OTHERS MAY ARISE OR RESULT.

18. NO WARRANTIES

YOU AGREE THAT THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS” AND VF, ITS AFFILIATES, SUPPLIERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. VF, ITS AFFILIATES, SUPPLIERS, AND LICENSORS MAKE NO GUARANTEE, PROMISE, WARRANTY, OR REPRESENTATION (i) REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR SOFTWARE, (ii) REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR SOFTWARE, OR (iii) THAT THE SERVICES OR SOFTWARE WILL MEET ANY USER’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES OR SOFTWARE IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES OR SOFTWARE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES OR SOFTWARE REMAINS WITH YOU. VF DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY DATA, INCLUDING CUSTOMER CONTENT AND CUSTOMER DATA, USER INFORMATION, OR COMMUNICATIONS BETWEEN USERS. USE OF THE SERVICES AND SOFTWARE IS AT YOUR SOLE RISK.

19. INDEMNIFICATION

To the extent not prohibited by applicable Law, you agree to indemnify, defend, and hold VF and its affiliates and each of our licensors and suppliers (“Indemnified Parties”) harmless, including any officers, directors, employees, shareholders, members, consultants, and agents of the Indemnified Parties, from any third party allegation, claim, proceeding, liability, damage, or cost (including reasonable attorneys’ fees) arising out of or related to (i) you or your End User’s use of the Services or Software, (ii) you or your End User’s breach of this Agreement or violation of applicable Law, (iii) you or your End User’s infringement or violation of any Proprietary Rights or other right of any person or entity, (iv) your relationship with your End User or any dispute between you and your End User, or (v) a personal injury or property damage to a third party relating to you or your End User’s acts or omissions.

20. LIMITATION ON LIABILITY

READ THIS SECTION CAREFULLY AS IT LIMITS OUR LIABILITY TO YOU.

VF AND ITS AFFILIATES AND EACH OF THEIR LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY:

• SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;

• LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF BUSINESS OPPORTUNITY;

• UNAUTHORIZED ACCESS TO, LOSS OF, DELETION OF, OR ALTERATION OF SYSTEM DATA, CUSTOMER CONTENT, OR CUSTOMER DATA;

• COSTS RELATED TO THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;

• TERMINATION, SUSPENSION, DISCONTINUANCE, OR DISCONNECTION OF THE SERVICES;

• A FAILURE OF YOUR INTERNET SERVICES, DOWNTIME, OR MAINTENANCE;

• OUR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES; OR

• DAMAGES, IN THE AGGREGATE FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCEEDING THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS.

THESE EXCLUSION OF DAMAGES AND LIMITATIONS ON AVAILABLE DAMAGES APPLY TO ALL CLAIMS, OBLIGATIONS, AND LIABILITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, AND WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), STATUTE, CONTRACT, OR ANY OTHER LEGAL THEORY, EVEN IF VF, ITS AFFILIATES, OR OUR LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MAY BE INCURRED BY YOU AND EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OF DAMAGES OR LIMITATIONS ON LIABILITY, THE ABOVE LIMITATION ONLY APPLIES TO YOU TO THE EXTENT THAT THE EXCLUSIONS OF DAMAGES OR LIMITATIONS ON LIABILITY ARE NOT PROHIBITED UNDER APPLICABLE LAW.

21. ANONYMIZED AND AGGREGATED DATA

You agree that VF may obtain and aggregate technical and other data about you and your End Users use of the Services and Software on a de-identified or anonymized basis (“Aggregated Anonymous Data”), and VF may use the Aggregated Anonymous Data in accordance with applicable Law, including to analyze, develop, improve, support, and operate the Services and Software provided to you or other unrelated customers, during and after the term of this Agreement, including to generate industry benchmarks or best practices guidance, recommendations, or similar reports.

22. PRIVACY

You consent to and agree to our Privacy Policy, and you are on notice of and acknowledge that our collection, sharing, and processing (which may include organizing, structuring, storing, using, or disclosing) of your personal data will be subject to our Privacy Policy.

23. MARKETING

You grant VF permission and the right to (develop content around your experience as a VF customer (e.g., a written case study or video case study).

24. Language and Translations. All notices and communications under this Agreement must be provided in the English language. If we provide a translation of the English-language version of this Agreement, then the English-language version of this Agreement controls in the event of conflict or inconsistency.

25. No Agency Relationship. VF and you are independent contractors and do not intend to create an express or implied agency relationship by entering into this Agreement, whether arising under federal or state common law of agency.

26. No Third-Party Rights or Remedies. This Agreement does not and is not intended to confer any enforceable rights or remedies upon any person other than VF and you.

27. Notice. We may give notice to you by (i) electronic mail to your email address on record in your account information, (ii) written communication sent by letter delivered by a nationally recognized overnight delivery service, or (iii) first-class postage prepaid mail to your address on record in your account information. You are responsible for ensuring that your email address and property address on record are current. You agree that any notice sent to the then-current email or property address in our systems is adequate and binding notice upon you. You will provide notice to us (such notice is deemed given when received by VF) by letter delivered by a nationally recognized overnight delivery service or first-class postage prepaid mail to VF at “Attention Legal Dept., Vee Friends, LLC, 10 Hudson Yards – 25th FL, New York, NY 10001, USA.”

28. Severability. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement are not affected or impaired in any way. You and VF intend that any invalid, illegal, or unenforceable portions of this Agreement will be interpreted to provide the greatest effect and intent of the original. If a construction of the invalid, illegal, or unenforceable portion is not possible, the invalid, illegal, or unenforceable portion will be severed from this Agreement and the rest of this Agreement will remain in full force and effect.

29. Survival. All sections of this Agreement which, by their nature should survive termination or expiration, will survive, including sections pertaining to confidential information, VF’s Proprietary Rights, license rights granted by you to VF, payment obligations, warranty disclaimers, indemnification, arbitration, and the limitation on liability.

30. Waiver. VF’s failure to exercise any right or enforce any condition or provision under this Agreement does not operate as a current or future waiver. For any waiver to be effective against us, the waiver must be in a writing signed by VF’s duly authorized representative.

31. Any heading, caption, or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural and vice versa, where appropriate and unless otherwise specified. Any use of the term “e.g.” or “including” or variations thereof in this Agreement will be construed as if followed by the phrase “without limitation.”

32. DEFINITIONS 

The following definitions apply to this Agreement.

“Customer Data” means information provided to VF so that VF can fulfill the terms of this Agreement and provide access to the Services (e.g., registration number, contact name and information).

“End User” means a Host or Participant who uses the Services.

“Host” means an individual who is an identified employee, contractor, or agent of Customer to whom Customer assigns the right to host Meetings.

“Law” means all U.S. or non-U.S. national, regional, state, provincial or local law, statute, rule, regulation, ordinance, administrative ruling, judgment, decree, order, directive, or policy applicable to VF’s provision of and your use of the Services or Software.

“Meeting” means a VF video meeting.

“Participant” means an individual, other than the Host, who accesses or uses the Services, with or without the permission and knowledge of the Host.

“Proprietary Rights” means any copyright, patent, trade secret, know-how, trademark, servicemark, trade name, rights of publicity, or other intellectual property or proprietary rights.

“Services” means (i) any services described offered on the VF Website and made available to you as set forth in this Agreement, (ii) any free services provided by VF to you, in its sole discretion, in connection with this Agreement and whether or not described herein, (iii) any support services provided by VF to you, and (iv) the VF Website, including any access to or use of the VF Web-based Application.

“Taxes and Fees” means all applicable sales, use, environmental or regulatory taxes (including VAT), fees, tariffs, duties (including customs duties), or other charges, surcharges or assessments of similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the foregoing) levied on or otherwise associated with the provision of the Services to you or your use thereof (exclusive of any income tax imposed on VF).

“VAT” means any value added tax, and any other tax of a similar nature, whether imposed in a Member State of the European Union in substitution for, or levied in addition to, such tax, or imposed elsewhere, any Goods and Services Tax, PIS/COFINS, any similar indirect Tax or any Tax analogous thereto imposed in connection with, or otherwise relating to, the Services rendered by VF to you.