VRV Terms of Use

Ellation, Inc. ("Ellation", "we" or "us") provides our website accessible at vrv.co (the "Site") through which users can participate in an online community dedicated to enjoying anime, premium animation, sci-fi, fantasy and media in all forms (the "Services"). Please read the following important terms and conditions ("Terms of Use") carefully. These Terms of Use and all policies referenced in this document or elsewhere on the Site that are incorporated herein by reference govern your access to and use of the Site and Services. These Terms of Use are a legal agreement between you and Ellation and apply to you whether you are a VRV Member (defined below) or a visitor just browsing the Site (collectively, "VRV Users"). These Terms of Use limit Ellation's liability and obligations to you, grant us certain rights and allow us to change, suspend or terminate your access to and use of the Site and Services. YOU UNDERSTAND THAT BY USING THE SITE, SERVICES OR YOUR VRV ACCOUNT OR BY POSTING ANY CONTENT ON THE SITE, YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS OF USE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE OR SERVICES. IF YOU AGREE TO THESE TERMS OF USE ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS TO THESE TERMS OF USE AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, "YOU" AND "YOUR" WILL REFER AND APPLY TO THAT BUSINESS.

1. Eligibility and Registration.

In order to access certain features of the Site and Services, and to post any content on the Site or via the Services, you will have to create a VRV account and become a "VRV Member". To become a VRV Member you must be at least 13 years of age. When you register with Ellation and set up your VRV account, you must provide Ellation with accurate and complete information. You agree to promptly update your VRV account information with any new information that may affect the operation of your VRV account. You authorize Ellation, directly or through third parties, to make any inquiries we consider necessary or appropriate to verify your VRV account information. Our Privacy Policy contains information about our policies and procedures regarding the collection, use and disclosure of information we receive from VRV Users.

You will not use false identities or impersonate any other person or use a username or password that you are not authorized to use. Ellation reserves the right to require you to change your username for any reason and may do so at anytime.

You are responsible for safeguarding and maintaining the confidentiality of your username, password and corresponding VRV account information. You agree not to disclose your password to anyone. You agree that you are entirely and solely responsible for any and all activities or actions that occur under your VRV account, whether or not you have authorized such activities or actions. You agree to immediately notify Ellation of any unauthorized use of your username, password or VRV account.

Use of VRV by Minors and Blocked Persons

The Services are not available to persons under the age of 13. If you are between the ages of 13 and 18 (or between 13 and the age of legal majority in your country of residence), you may only use the Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms of Service.

The Services are also not available to any users previously removed from the Services by Ellation. Finally, the Services are not available to any persons barred from receiving them under the laws of the United States (such as its export and re-export restrictions and regulations) or any other applicable jurisdiction.

BY DOWNLOADING, INSTALLING, OR OTHERWISE USING THE SERVICES, YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OF AGE AND HAVE NOT BEEN PREVIOUSLY REMOVED FROM OR PROHIBITED FROM RECEIVING THE SERVICES.

2. Access to Certain Content: Fees and Billing.

VRV Members may be able to access and/or purchase VRV Content (as defined below) through the Site or Services in a few different ways including: (i) VRV Members can pay a monthly membership fee to view certain VRV Content for the applicable time period ("Membership Fee"); or (ii) VRV Members may initially sign-up for a free trial and then convert such free trial to a membership to view VRV Content via a Membership Fee. PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO PRORATED REFUNDS OF ANY FEES UPON ANY TERMINATION OR CANCELLATION. Fees are refundable in Ellation's sole discretion. You agree to immediately pay any amounts accrued, but remaining unpaid, as of termination (if any). You hereby authorize Ellation to collect fees by charging the credit card you provide to us as part of your VRV account information, either directly or indirectly via a third party online payment service, such as PayPal ("Payment Method").

Your access to VRV Content may start with a free trial. The free trial period of your membership lasts for seven (7) days, or as otherwise specified during sign-up. For combinations with other offers, restrictions may apply. Free trials are for new and certain former members only. Ellation reserves the right, in its absolute discretion, to determine your free trial eligibility.

We will begin billing your Payment Method for monthly Membership Fee at the end of the free trial period of your membership unless you cancel prior to the end of the free trial period. To view the specific details of your membership, including the monthly Membership Fee, visit the Site and click on the "Your Account" link available at the top of the pages of the Site. You will not receive a notice from us that your free trial period has ended or that the paying portion of your membership has begun. We will continue to bill your Payment Method on a monthly basis for your membership fee until you cancel.

By starting your VRV membership and providing or designating a Payment Method, you authorize us to charge you a monthly Membership Fee at the then current rate, and any other charges you may incur in connection with your use of the Service to your Payment Method. You acknowledge that the amount billed each month may vary from month to month for reasons that may include differing amounts due to promotional offers, including gift card redemption and promotional code redemption, and/or changing or adding a channel or bundle, and you authorize us to charge your Payment Method for such varying amounts, which will be billed monthly in one or more charges.

We reserve the right to adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms of Use, any price changes to your service will take effect in accordance with the time frame outlined in the email notice to you.

The Membership Fee for the Service will be billed at the beginning of the paying portion of your membership and each month thereafter unless and until you cancel your membership. We automatically bill your Payment Method each month on the calendar day corresponding to the commencement of your paying membership. We reserve the right to change the timing of our billing, in particular, as indicated below, if your Payment Method has not successfully settled. In the event your paying membership began on a day not contained in a given month, we may bill your Payment Method on a day in the applicable month or such other day as we deem appropriate. For example, if you started your VRV membership or became a paying member on January 31st, your next payment date is likely to be February 28th, and your Payment Method would be billed on that date. Your renewal date may change due to changes in your membership. As used in these Terms of Use, "bill" shall indicate a charge, debit or other payment clearance, as applicable, against your Payment Method.

You may edit your Payment Method information by visiting our website and clicking on the "Your Account" link, available at the top of the pages of the Site. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or cancel your account (see, "Cancellation" below), you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated. This may result in a change to your payment billing dates. For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or other charges. Check with your Payment Method service provider for details.

You may cancel your VRV membership at any time, and you will continue to have access to the Site and/or Services through the end of your monthly billing period. If you cancel your membership, your account will automatically close at the end of your current billing period.

3. Proprietary Rights and Licenses.

(a) Definitions. Certain content and materials are made available through the Site and Services, including the following:

"VRV Content" means, collectively, the text, data, graphics, images, VRV trademarks and logos and other content (including Licensed Content) made available through the Site and Services, excluding User Submissions.

"Licensed Content" means any content (including any audio or video content) provided to Ellation by its third party content partners (which may include VRV Content or "download to own" content) made available through the Site and Services.

"User Submissions" means, collectively, the text, data, communications, bulletin board messages, chat, graphics, images, photos, audio or video files and other content and information which VRV Members post, upload and otherwise submit to the Site or Services.

(b) User Submissions. You retain all rights in your User Submissions. However, by uploading, posting, submitting or otherwise transmitting any User Submissions on or to the Site or Services, you hereby grant to Ellation a non-exclusive, worldwide, royalty-free, sublicensable, perpetual and irrevocable right and license to use, reproduce, modify, distribute, prepare derivative works of, display, publish, perform and transmit your User Submissions in connection with the Services and Ellation's (and its successors) business including, without limitation, for promotion and redistributing part or all of the Services (and derivative works thereof), in any media formats and through any media channels. You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to grant the foregoing licenses to Ellation. You acknowledge and agree that your posting of User Submissions will comply with our Copyright and IP Policy as set forth in Section 4 below.

You acknowledge and agree that Ellation may, at its option, reclassify or recatergorize any User Submissions and establish limits concerning User Submissions, including, without limitation, the maximum number of days that User Submissions will remain available via the Services or on the Site, the maximum size of any files that may be stored on or uploaded to the Site or Services and the maximum disk space that may be allotted to you for the storage of User Submissions on Ellation's servers. Ellation will have no responsibility or liability for maintaining copies of User Submissions on our servers, and you are solely responsible for creating back-ups of your User Submissions.

(c) VRV Content. Ellation and its licensors own all right, title and interest, including all worldwide intellectual property rights in the Site, Services, VRV Content and any other content made available through the Site or Services contained therein, other than your User Submissions. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services, VRV Content, any other content made available through the Site or Services or related products and services, and except as explicitly described herein, you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Site, Services, VRV Content or any other content made available through the Site or Services (other than your User Submissions). All rights in VRV Content are reserved. For the avoidance of doubt with respect to any VRV Content that you purchase or access via the Site or Service, such content is only made available for personal and non-commercial purposes. The delivery of any VRV Content to you neither transfers any commercial or promotional use rights in the content to you nor does it constitute a grant or waiver of any rights of the copyright owners in any audio or video content, sound recording, underlying musical composition, or artwork embodied in the content.

(d) Disclaimer. Ellation does not guarantee that any content (including without limitation VRV Content or User Submissions) will be made available through the Site or Services, continuously or at all. WHILE ELLATION IS UNDER NO OBLIGATION TO DO SO, ELLATION RESERVES THE RIGHT TO REMOVE AND PERMANENTLY DELETE ANY CONTENT FROM THE SITE OR SERVICES WITHOUT NOTICE, AND FOR ANY REASON ELLATION DEEMS SUFFICIENT. Ellation does not have any obligation to monitor the User Submissions that is uploaded, posted, submitted or otherwise transmitted using the Site or Services, for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the User Submissions or anything said, depicted or written by VRV Members, including, without limitation, any information obtained by using the Site or Services. Ellation does not endorse any User Submissions or any opinion, recommendation or advice expressed therein and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Ellation with respect thereto.

4. Copyrighted Materials: No Infringing Use.

You will not use the Site or Services to offer, display, distribute, transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party. Ellation has adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of users who repeatedly infringe or are believed to be or are charged with repeatedly infringing the rights of copyright holders. Please see the VRV Copyright and IP Policy for further information.

5. Termination or Suspension of the Site or Services & Modification of these Terms of Use.

Ellation reserves the right in its sole discretion, at any time, to modify, discontinue or terminate the Site or Services or to modify or terminate these Terms of Use without advance notice. Modifications to these Terms of Use or any policies will be posted on the Site or made in compliance with any notice requirements set forth in these Terms of Use. If any modification is not acceptable to you, your only recourse is to cease using the Site and Services. By continuing to use the Site or Services after Ellation has posted any modifications on the Site or provided any required notices, you accept and agree to be bound by the modifications.

Without limiting other remedies, Ellation may at any time suspend or terminate your VRV account and refuse to provide access to the Site or Services. In addition, Ellation may notify authorities or take any actions it deems appropriate, without notice to you, if Ellation suspects or determines, in its own discretion, that you may have or there is a significant risk that you have (i) failed to comply with any provision of these Terms of Use or any policies or rules established by Ellation; or (ii) engaged in actions relating to or in the course of using the Site or Services that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, VRV Users, Ellation or any other third parties or the Site or Services. You may terminate your VRV account at any time and for any reason. Upon any termination by a VRV Member, the related account will no longer be accessible. After any termination, you understand and acknowledge that we will have no further obligation to provide the Site or Services and all licenses and other rights granted to you by these Terms of Use will immediately cease. Ellation will not be liable to you or any third party for termination of the Site or Services or termination of your use of either. UPON ANY TERMINATION OR SUSPENSION, ANY CONTENT, MATERIALS OR INFORMATION (INCLUDING USER SUBMISSIONS) THAT YOU HAVE SUBMITTED ON THE SITE OR THAT WHICH IS RELATED TO YOUR ACCOUNT MAY NO LONGER BE ACCESSED BY YOU. Furthermore, Ellation will have no obligation to maintain any information stored in our database related to your account or to forward any information to you or any third party. Any suspension, termination or cancellation will not affect your obligations to Ellation under these Terms of Use (including, without limitation, proprietary rights and ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.

6. Interactions between VRV Users.

You are solely responsible for your interactions (including any disputes) with other VRV Users. You understand that Ellation does not in any way screen VRV Users. You are solely responsible for, and will exercise caution, discretion, common sense and judgment in, using the Site and Services and disclosing personal information to other VRV Users. You agree to take reasonable precautions in all interactions with other VRV Users, particularly if you decide to meet a VRV Users offline, or in person. Your use of the Site, Services, VRV Content and any other content made available through the Site or Services is at your sole risk and discretion and Ellation hereby disclaims any and all liability to you or any third party relating thereto. Ellation reserves the right to contact VRV Members, in compliance with applicable law, in order to evaluate compliance with the rules and policies in these Terms of Use. You will cooperate fully with Ellation to investigate any suspected unlawful, fraudulent or improper activity, including, without limitation, granting authorized Ellation representatives access to any password-protected portions of your VRV account.

7. Obligations for VRV Users.

The Site and Services may be used and accessed for lawful purposes only. You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Site and Services. In addition, without limitation, you agree that you will not do any of the following while using or accessing the Site or Services: Upload, post, submit or otherwise transmit: (i) any User Submissions to which you do not have the lawful right to copy, transmit and display (including any User Submissions that would violate any confidentiality or fiduciary obligations that you might have with respect to the User Submission); (ii) any User Submissions for which you do not have the consent or permission of each identifiable person in the User Submissions to use the name, voice, signature, photograph, or likeness of each such person (to the extent each is implicated by the User Submission) and such consent or permission is necessary; or (iii) any User Submissions that infringes the intellectual property rights or violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity); Upload, post, submit or otherwise transmit any User Submissions that are unlawful, obscene, harmful, threatening, harassing, defamatory or hateful or that contains objects or symbols of hate, invades the privacy of any third party, contains any pornography, erotica, child pornography or child erotica, is deceptive, threatening, abusive, inciting of unlawful action, defamatory, libelous, vulgar or violent or constitutes hate speech or is otherwise objectionable in the opinion of Ellation; Circumvent, disable or otherwise interfere with security related features of the Site or features that prevent or restrict use or copying of any content; Use any meta tags or other hidden text or metadata utilizing a VRV trademark or logo, URL or product name; Upload, post, submit or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, "pyramid schemes" or any other form of solicitation; Forge any TCP/IP packet header or any part of the header information in any posting or in any way use the Site or Services to send altered, deceptive or false source-identifying information; Upload, post, submit or otherwise transmit any User Submissions that contain software viruses or any other computer code, files, or programs designed to (i)interrupt, destroy or limit the functionality of any computer software; or (ii) interfere with the access of any user, host or network, including without limitation sending a virus, overloading, flooding, spamming or mail-bombing the Site; Upload, post, submit or otherwise transmit any User Submissions that include code that is hidden or otherwise surreptitiously contained within the images, audio or video of any User Submissions that is unrelated to the immediate, aesthetic nature of the User Submissions; Interfere with or disrupt (or attempt to interfere with or disrupt) any web pages available at the Site, servers or networks connected to the Site, Services or the technical delivery systems of Ellation's providers or disobey any requirements, procedures, policies or regulations of networks connected to the Site or Services; Attempt to probe, scan or test the vulnerability of any Ellation system or network or breach or impair or circumvent any security or authentication measures protecting the Site or Services; Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site or Services; Attempt to access, search or meta-search the Site with any engine, software, tool, agent, device or mechanism other than software and/or search agents provided by Ellation or other generally available third party web browsers (such as Microsoft Internet Explorer, Mozilla Firefox, Safari or Opera), including without limitation any software that sends queries to the Site to determine how a website or web page ranks; Collect or store personal data about other VRV Users without their express permission; Impersonate or misrepresent your affiliation with any person or entity, through pretexting or some other form of social engineering or otherwise commit fraud; Use the Site or Services in any manner not permitted by these Terms of Use; or Encourage or instruct any other individual to do any of the foregoing or to violate any term of these Terms of Use.

8. Sweepstakes and Contests.

Ellation may operate sweepstakes, contests and similar promotions (collectively, "Promotions") through the Site. You should carefully review the rules (e.g., the "Official Rules") of each Promotion in which you participate through the Site, as they may contain additional important information about Ellation's rights to and ownership of the submissions you make as part of the Promotions and as a result of your participation in such Promotion. To the extent that the terms and conditions of such Official Rules conflict with these Terms of Use, the terms and conditions of such Official Rules will control.

9. Ratings and Comments & Feedback.

(a) Comments. You can rate and make comments about content made available through the Site or Services ("Comments"). Ellation advises you to exercise caution and good judgment when leaving such Comments. Once you complete and submit your Comments to the Site or Services you will not be able to go back and edit your Comments. You should also be aware that you could be held legally responsible for damages to someone's reputation if your Comments are deemed to be defamatory. Ellation may, but is under no obligation to, monitor or censor Comments and disclaims any and all liability relating thereto. Notwithstanding the foregoing, Ellation does reserve the right, in its sole discretion, to remove any Comments that it deems to be improper, inappropriate or inconsistent with the online activities that are permitted under these Terms of Use.

(b) Feedback. We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site and Services ("Feedback"). You may submit Feedback by emailing us at feedback@vrv.co or through the "Help" section of the Site. You acknowledge and agree that all Comments and all Feedback will be the sole and exclusive property of Ellation and you hereby assign and agree to assign all rights, title and interest you have in such Comments and Feedback to Ellation together with all intellectual property rights therein.

10. Indemnification.

You agree to defend, indemnify and hold Ellation and its affiliates, subsidiaries and distribution partners and their respective officers, directors, employees and/or agents harmless from and against any claims, liabilities, damages, losses and expenses, including, without limitation, reasonable attorneys' fees and costs, arising out of or in any way connected with: (i) your access to or use of the Site, Services, VRV Content or User Submissions; (ii) your violation of these Terms of Use; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any claim that any content you posted to the Site or via the Services (including without limitation your User Submissions) caused damage to a third party, including without limitation claims that your User Submissions are infringing. As to (i), (iii) and (iv) in this Section 10, your obligation to indemnify Ellation applies to your activities on the Site at any time.

11. Disclaimer.

THE SITE, SERVICES, VRV CONTENT AND ANY OTHER CONTENT MADE AVAILABLE THROUGH THE SITE OR SERVICES ARE PROVIDED "AS IS" WITH NO WARRANTY OF ANY KIND. ELLATION EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, SERVICES, VRV CONTENT AND ANY OTHER CONTENT MADE AVAILABLE THROUGH THE SITE OR SERVICES, INCLUDING ANY IMPLIED WARRANTY OF QUALITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN ADDITION, ELLATION MAKES NO REPRESENTATION OR WARRANTY THAT THE SITE, SERVICES, VRV CONTENT OR ANY OTHER CONTENT MADE AVAILABLE THROUGH THE SITE OR SERVICES WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

12. Limitation of Liability.

UNDER NO CIRCUMSTANCES WILL ELLATION OR ITS AFFILIATES, SUBSIDIARIES, PARTNERS OR LICENSORS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND/OR AGENTS BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE SITE, SERVICES, VRV CONTENT AND ANY OTHER CONTENT MADE AVAILABLE THROUGH THE SITE OR SERVICES INCLUDING, WITHOUT LIMITATION, INJURY OR DAMAGES RESULTING FROM THE CONDUCT OF ANY VRV USER, ONLINE OR OFFLINE, WHETHER OR NOT ELLATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ELLATION'S AGGREGATE LIABILITY TO YOU ARISING WITH RESPECT TO THESE TERMS OF USE WILL NOT EXCEED $50. ELLATION WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS RELATING TO THE SITE, SERVICES OR THE SCHEDULED OR UNSCHEDULED SERVICE INTERRUPTIONS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

13. Governing Law and Forum.

These Terms of Use will be governed by and interpreted in accordance with the laws of the State of California excluding that body of law pertaining to conflict of laws. Any legal action or proceeding arising under these Terms of Use will be brought exclusively in courts located in Northern California and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.

14. Arbitration.

Arbitration Agreement. All disputes arising out of, relating to, or in connection with these Terms of Use or your use of the Site and/or Services that cannot be resolved informally or in small claims court will be resolved through binding arbitration on an individual basis, except you and Ellation are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of intellectual property rights.

Arbitration will be initiated through the American Arbitration Association ("AAA"). In the event the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The AAA Consumer Arbitration Rules ("AAA Rules") governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration will be conducted by a single neutral arbitrator.

If the claim is for $10,000 or less, the party initiating the arbitration may choose whether the arbitration will be conducted (1) solely on the basis of documents submitted to the arbitrator, through a telephonic hearing or by an in-person hearing as established by the AAA Rules. In the case of an in-person hearing, the proceedings will be conducted at a location which is reasonably convenient for both parties with due consideration of the ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by the arbitration institution.

Your arbitration fees and your share of arbitrator compensation will be limited to those fees set forth in the AAA Rules with the remainder paid by Ellation. If the arbitrator finds that either the substance of your claim or the relief sought in the arbitration is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse Ellation for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of you and Ellation. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award all remedies available under applicable law, the arbitral forum's rules, and the Terms. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Ellation.

You and Ellation waive any constitutional and statutory rights to go to court and have a trial in front of a judge or a jury. Rather, you and Ellation elect to have claims and disputes resolved by arbitration. In any litigation between you and Ellation over whether to vacate or enforce an arbitration award, you and Ellation waive all rights to a jury trial, and elect instead to have the dispute be resolved by a judge.

YOU AND ELLATION AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If this specific provision is found to unenforceable, then the entirety of this provision shall be null and void, and all claims and disputes will be resolved in a court as specified in Section 13 above.

YOU MAY OPT-OUT OF THIS ARBITRATION AGREEMENT. If you do so, neither you nor Ellation can force the other to arbitrate. To opt-out, you must notify Ellation in writing no later than thirty (30) days after first becoming subject to this arbitration agreement. Your notice must include your name and address, and the email address you used to set up your VRV account (if you have one), and an unequivocal statement that you want to opt-out of this arbitration agreement. You must send your opt-out notice to one of the following physical or email addresses: Ellation, Inc., ATTN: Arbitration Opt-out, 835 Market Street, 7th Floor, San Francisco, CA 94103; legal@ellation.com.

(h) Arbitration Agreement Survival. This arbitration agreement will survive the termination of your relationship with Ellation.

15. Force Majeure.

Ellation will not be liable to you by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, failure of the internet or extraordinary connectivity issues experienced by major telecommunications providers and unrelated to Ellation infrastructure or connectivity to the internet or failure at an Ellation co-location facility (each a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, Ellation will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues, and for such further period of time that Ellation may reasonably require to recover from the effects of such Force Majeure Event.

16. Relationship of the Parties.

Notwithstanding any provision hereof, for all purposes of these Terms of Use each party will be independent and act independently and not as a contractor, partner, joint venturer, agent, employee or employer of the other and will not bind nor attempt to bind the other to any contract.

17. Notice; Consent to Electronic Notice.

You consent to the use of (a) electronic means to complete these Terms of Use and to deliver any notices pursuant to these Terms of Use and (b) electronic records to store information related to these Terms of Use or your use of the Site or Services. Any notice or other communication to be given hereunder will be in writing and given (x) by Ellation via email (in each case to the address that you provide), (y) a posting on the Site or (z) by you via email to e-notice@ellation.com or to such other addresses as Ellation may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.

18. Links to other Websites.

The Site or Services may provide links to websites other than vrv.co. Such links are provided for reference only, and Ellation neither controls such websites nor endorses any of the material on any such websites or any association with their operators. Ellation is not responsible for the activities or such sites, and has no liability to you for any harms, injuries or losses you might suffer as a result of using or accessing such websites.

19. Miscellaneous.

In the event that any provision in these Terms of Use is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent permitted by law and the remaining provisions will remain in full force and effect to the maximum extent permitted by law. The failure of a party to enforce any right or provision of these Terms of Use will not be deemed a waiver of such right or provision. You may not assign or transfer these Terms of Use (by operation of law or otherwise) without the prior written consent of Ellation and any prohibited assignment will be null and void. Ellation may assign these Terms of Use or any rights hereunder without your consent. You agree that these Terms of Use and the rules, restrictions and policies contained herein, and Ellation's enforcement thereof, are not intended to confer and do not confer any rights or remedies upon any person other than you and Ellation. These Terms of Use together with the rules and policies of Ellation incorporated herein by reference constitute the entire agreement between Ellation and you with respect to the subject matter of these Terms of Use.

20. Questions.

If you have questions about these Terms of Use or would like to request a copy of these Terms of Use or any other records relating to these Terms of Use or your use of the Site and Services, please contact Ellation at feedback@vrv.co or by sending a written request to Ellation, Inc. at 835 Market St. 7th Floor, San Francisco U.S.A., Phone: (415) 796-3560.

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