Verthermia Acquisitions INC (herein referred to as the ‘Verthermia ,’ ‘we,’ ‘us’ or ‘our’) makes available its website Verthermia.com (the ‘Web Site’) and Verthermia Mobile Application (“App”) in order provide you with information regarding our products and services. All use of the Web Site or App are subject to the terms and conditions contained in this Terms of Service (the ‘Terms’).
You understand and agree that we may change these Terms at any time without prior notice. You may read a current, effective copy of these Terms at any time by selecting the ‘Terms of Service’ link on the Web Site. The revised terms and conditions will become effective at the time of posting. Any use of the Web Site, App, products, or services after such date shall constitute your acceptance of such revised terms and conditions. If any change to these Terms is not acceptable to you, your sole remedy is to cease accessing, browsing, and otherwise using the Web Site, App, products, or services. We will not be liable if for any reason all or any part of the Web Site, App, products, or services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Web Site, products, or services to users, including registered users. You are responsible for making all arrangements necessary on your end to have access to the Web Site, App, products, or services and ensuring that all persons who access the Web Site, App, products, or services through your internet connection are aware of and comply with these Terms of Service.
PLEASE NOTE THESE TERMS OF SERVICE CONTAIN AN ARBITRATION AGREEMENT THAT GOVERNS HOW CLAIMS BETWEEN YOU AND US CAN BE BROUGHT (SEE “DISPUTE RESOLUTION” SECTION BELOW). THIS MEANS THAT DISPUTES BETWEEN YOU AND US MUST BE HANDLED BY INDIVIDUAL ARBITRATION IF YOU OR WE ELECT, AND THAT YOU ARE GIVING UP YOUR RIGHT TO GO TO COURT, USE A JURY, OR BE PART OF A CLASS ACTION. YOU CAN OPT OUT OF THIS PER DISPUTE RESOLUTION” SECTION BELOW.
Use of the Web Site
Web Site Content.This Web Site contains material, including but not limited to software, text, graphics, and images (collectively referred to as the ‘Content’). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy, or display the Content except as permitted under these Terms. No other use is permitted without our prior written consent. You must retain all copyright and
other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other web site or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of these Terms, your right to access and/or use the Content and Web Site shall automatically terminate and you shall immediately destroy any copies you have made of the Content.
Trademarks. The trademarks, service marks, and logos of the Verthermia (the ‘Verthermia Trademarks’) used and displayed on this Web Site are registered and unregistered trademarks or service marks of the Verthermia . Other company, product, and service names located on the Web Site may be trademarks or service marks owned by third parties (the ‘Third-Party Trademarks’, and, collectively with the Verthermia Trademarks, the ‘Trademarks’). Nothing on this Web Site or in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Web Site without the prior written consent of the Verthermia specific for each such use. The Trademarks may not be used to disparage Verthermia or the applicable third-party, Verthermia ’s or third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any web site is prohibited without the Verthermia ’s prior written consent. All goodwill generated from the use of any Verthermia Trademark shall inure to Verthermia ’s benefit.
User Restrictions. You agree not to: (a) take any action that imposes an unreasonable load on the Web Site’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Web Site or any activity being conducted on the Web Site, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Web Site, (4) delete or alter any material posted on the Web Site by the Verthermia or any other person or entity, or (5) frame or link to any of the materials or information available on the Web Site.
Certain elements of the Web Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by Verthermia. None of the Content for this Web Site may be retransmitted without the express written consent from the Verthermia for each and every instance.
External Links. The Web Site contains links to third-party web sites (‘External Sites’). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.
We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.
Copyright Complaints. The Digital Millennium Copyright Act of 1998 (the ‘DMCA’) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials on the Website infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. Notices and counter- notices must meet the then current statutory requirements imposed by the DMCA. Notices and counter notices with respect to the Web Site should be sent to the Verthermia at:
Verthermia Acquisitions INC
User Content Transmitted Through the Web Site. With respect to the content or other materials you upload through the Web Site (collectively, ‘User Content’), you represent and warrant that you own all right, title, and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any User Content, you hereby grant and will grant Verthermia and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Web Site or otherwise in connection with Verthermia ’s business purposes. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about the Service (‘Submissions’), provided by you to Verthermia are non-confidential and Verthermia will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that Verthermia may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Verthermia , its users and the public.
Accessing and Using the App/Product/Services.
You agree that your access and usage of the App will comply with all applicable federal, state, and local laws, including the California Consumer Privacy Act of 2018, the General Data Protection Regulation (GDPR), and the California Privacy Rights Act (CPRA), and any industry guidance that may be applicable.
1. When you download our App, you may do so through a third party’s app store to your mobile device solely for your own business commercial use to access and use our products and services. Subject to your acceptance of these Terms of Service and other agreements between you and us, we hereby grant to you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to use the App only in the United States, foreign countries where we offer our products and services, and certain third party or other platforms accessible through the Services. We are offering the App to use for your own business purpose, but you
should be aware that you cannot send it on to anyone else, and you are not allowed to copy or modify any part of the App or our trademarks in any way. You are also not allowed to use any robot, spider, crawl, scraper, or other automated means to use or access the App. You agree to only use the App on a device or product that runs the operating system for which the App was intended and in compliance with the applicable app store’s terms of service or its equivalents. You acknowledge that these Terms of Service are between you and us and not the applicable app store. We may stop providing the products, services, or the App, and may terminate use of it at any time without giving notice of termination to you. Upon termination, the rights and licenses granted to you in these terms will end.
2. To use the App, you must provide your own access to an active internet connection via a wireless network and pay any cellular or data service, communication, use, access, and connection fees as may be applicable with such network access. The connection can be Wi-Fi or provided by your mobile network provider, but we cannot take responsibility for the full functionality of the App if you do not have access to the internet. If you are using the app outside of Wi-Fi, the terms of agreement with your mobile network provider will still apply. Data and/or roaming charges may apply.
3. To access our products and services, you may be asked to provide certain registration details or other information and create a user account, with a username and password. We may set standards for your username and password. It is a condition of your use of our products and services that all the information you provide is correct, current, and complete, and you agree to maintain and update your user account information, if any, as soon as possible as it changes. The App stores and processes personal data that you have provided to us so that you can conduct business with us. We may require security and authentication procedures for access and additional authentication controls for certain transactions. It is your responsibility to keep your phone and access to the App secure, including protecting your username and password, if any. If a password is created, we recommend that you change it regularly, and select a unique username and password combination for use only with our products and services. You must notify us immediately if you suspect fraudulent activity on your account, the App, or the products and services.
4. Products and services may not be available in all states or countries.
5, Copyright Complaints. The Digital Millennium Copyright Act of 1998 (the ‘DMCA’)
provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials on the App infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. Notices and counter-notices must meet the current statutory requirements imposed by the DMCA. Notices and counter notices with respect to the App should be sent to the Verthermia at:
Verthermia Acquisitions INC
You expressly consent and agree that we can contact you using written, electronic, or verbal means, including by manual dialing, emails, in-app messaging, leaving prerecorded/artificial voice messages or using an automatic telephone dialing system to call or text your mobile/cellular telephone number, as necessary to complete transactions requested by you and to service your account and as the law allows, even if those phone numbers are registered by you on any federal or state Do-Not-Call/Do-Not-email registry. You agree that we may use any email address or telephone number you provide as set forth here, now or in the future, including mobile phone numbers. You also agree that we may monitor and record calls regarding your account to ensure the quality of our service or for other reasons. Message and data rates may apply. You may withdraw your consent from account related texts by replying “STOP” at any time to any account related text received from us. By entering a mobile phone number, you certify that this is your number or that you have the authority to provide this number for contact. The account texts we send may be seen by anyone with access to your phone, and you should safeguard the confidentiality of your devices.
1. Using our Web Site, App, products, or services does not give you ownership of any intellectual property rights in our Web Site, App, products, or services or the content you access. The Web Site, App, products, or services, and their contents, features and functionality and all intellectual property located on the Web Site, App or in the materials published or otherwise made available through our products and services (including but not limited to all information, software, text,
displays, images, video and audio, and the design, selection and arrangement thereof), are owned by us or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. These Terms of Service permit you to use the Web Site, App, and our products and services for your personal and business use only. Except for the Communications as specified in these Terms of Service, you may not reproduce, reverse engineer, attempt to extract the source code, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the App. You also may not use any robot, spider, crawl, scraper, or other automated means when using or accessing the App.
2. These terms do not grant you the right to use any branding or logos used in or on our Web Site, App, products, or services. You should not remove, obscure, or alter any legal notices displayed in the Web Site, App or along with our product and services.
Third-Party Service Providers.
We do not warrant, endorse, guarantee, or assume any responsibility or liability for any product or service advertised or offered by a third party through our products, services, App, or Web Site. If you use any product or service offered by a third party in conjunction with the Services, App, or Website, you acknowledge and agree that (i) you are responsible for understanding the terms and conditions of your use of the third party product or service; (ii) we do not control the third party or its product or service; (iii) your use of their product or service is at your own risk; and (iv) we are not responsible and may not be held liable for the product or service, or the actions or omissions, of the third party.
Subject to these disclaimers, we may use certain third-party service providers to gather data and authenticate information regarding you, your device, and your accounts. In some instances, this may require you to accept third-party software tools and products through the Services. You further agree we may place cookies and other identifiers on the mobile devices you use to access our products, services, App, or Web Site, as specified in these Terms of Service or in our products, services.
Limitation of Liability and Disclaimer of Warranties.
VERTHERMIA, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE ‘VERTHERMIA PARTIES’) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. VERTHERMIA PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU WILL USE THE WEB SITE OR APP AND THE CONTENT AT YOUR OWN RISK.
THE VERTHERMIA PARTIES DO NOT WARRANT THAT THE WEB SITE OR APP WILL OPERATE ERROR FREE OR THAT THE WEB SITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEB SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO VERTHERMIA PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.
THE WEB SITE, APP, AND CONTENT ARE PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE VERTHERMIA PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
IN NO EVENT SHALL ANY VERTHERMIA PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEB SITE, APP, AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH VERTHERMIA PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME STATES DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, IN SUCH STATES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU, AND THE LIABILITY OF THE VERTHERMIA PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
IF YOU ARE FROM NEW JERSEY, THE FOREGOING SECTIONS ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
You agree to defend, indemnify, and hold harmless the Verthermia Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising, or resulting from your breach of these Terms or your access to, use or misuse of the Content or Web Site or App. The Verthermia shall provide notice to you of any such claim, suit, or proceeding. The Verthermia reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Verthermia ’s defense of such matter.
You agree that Verthermia, in its sole discretion, may suspend or terminate your access to the Web Site or App, for any reason, including, without limitation, for lack of use or if Verthermia believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of Web Site or App, may be referred to appropriate law enforcement authorities. Verthermia may also in its sole discretion and at any time discontinue providing the Web Site, App, or any part thereof, with or without notice. You agree that any termination of your access to the Web Site or App under any provision of this Terms of Service may be affected without prior notice, and acknowledge and agree that Verthermia may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Web Site or App. Further, you agree that Verthermia will not be liable to you or any third party for any termination of your access to the Web Site or App.
Compliance with Laws.
This Web Site, and our App is hosted in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Web Site, App, or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
Dispute Resolution: Arbitration Agreement and Class Action Waiver.
This section constitutes the arbitration agreement between you and us (‘Arbitration Agreement’) and includes a jury trial waiver and a class action waiver. This means that if a dispute is arbitrated, you are giving up your right to go to court to assert or defend your rights under these Terms of Service. You are also giving up your right to bring or participate in a class action in court or in class-wide arbitration. This section governs disputes arising from or related to these Terms of Service, your use of our products and services, your access to and use of the Web Site, App and any transactions or relationships resulting from any of the foregoing (the ‘Covered Disputes’). A dispute is generally any unresolved disagreement between or among you and us, and all such matters will be decided by arbitration. The term Covered Disputes shall be broadly interpreted and includes initial claims, counterclaims, cross- claims and third-party claims, and disputes based upon contract, negligence, fraud and other intentional torts, constitution, statute, regulation, ordinance, common law, and equity. However, any dispute concerning the validity or enforceability of this Arbitration Agreement or the arbitrability of any claim or dispute is not a Covered Dispute and shall be for the court, not an arbitrator, to decide; whereas any dispute concerning these Terms of Service as a whole is for the arbitrator, not a court, to decide.
For purposes of this Arbitration Agreement, the terms ‘we,’ ‘us’ and ‘our’ also include our officers, directors, employees, agents, affiliates, successors, and assigns.
1. Dispute Resolution Without Courts, Judges, or Juries. You and we agree that upon demand by either you or us, regardless of when they arose, any Covered Disputes between you and us will be resolved by the arbitration process outlined in this section. This means:
o You and we are choosing arbitration rather than litigation to resolve disputes.
o You and we are each waiving the right to a jury trial or a trial before a judge in a public court (except for small claims court).
2. Binding Arbitration. Binding arbitration lets a neutral and independent third party (the ‘arbitrator’) resolve a Covered Dispute instead of the court system, judges, or juries.
In the arbitration of a Covered Dispute, that neither you nor we will be entitled to:
o join or combine Covered Disputes with those of others in any arbitration; or
o serve as a representative or member of a class in any arbitration.
Moreover, the information that can be obtained in discovery from each other or from third persons in arbitration is generally more limited than in a lawsuit. Other rights that the parties might have in court may not be available in arbitration.
3. Arbitration Procedures. Each arbitration, at the claimant’s election, will be administered by and under the rules of the American Arbitration Association (‘AAA’), https://www.adr.org. If AAA is unable to serve and the parties cannot agree on a substitute, a court with jurisdiction shall select the arbitrator. A single arbitrator shall be appointed in accordance with the administrator’s rules. The arbitrator must be a member of the state bar where the arbitration is held with more than 10 years of experience or a retired judge and must have expertise in the substantive laws applicable to the subject matter of the Covered Dispute.
The arbitrator shall apply applicable substantive law in deciding the dispute. The arbitrator may award any relief available in court on an individual claim consistent with the constitutional standards applicable in judicial proceedings. At the request of any party, the arbitrator shall write a brief explanation of the basis of his or her award. If you demand arbitration first, you will pay the claimant’s initial arbitration filing fees or case management fees required by the applicable rules up to $1,000, and we will pay or reimburse you for any additional initial filing fee or case management fee. We will pay the entirety of the filing fees and/or case management fees if we demand arbitration first. We shall pay the arbitration costs and fees for the first day of arbitration, up to a maximum of eight hours. The arbitrator shall decide who shall pay any additional costs and fees. You may ask the applicable arbitration administrator to reduce or waive your fees or ask us to voluntarily pay an additional share of said fees, based upon your financial circumstances or the nature of your claim. We will always pay any costs and fees required by applicable law or that are necessary to enforce this Arbitration Agreement.
Regardless of who elected arbitration or how arbitration was elected, the party asserting the claim or dispute (i.e., the party seeking money damages or other relief) is responsible for starting the arbitration proceedings. Thus, if you assert a claim against us in court, and we elect to arbitrate that claim by filing a motion to compel arbitration which is granted by the court, you will be responsible for starting the arbitration proceedings. Even if all parties have opted to litigate a claim in court, you or we may elect arbitration with respect to any claim made by a new party or any claim later asserted by a party in that or any related or unrelated lawsuit (including a claim initially asserted on an individual basis but modified to be asserted on a class, representative or multi-party basis). Nothing in that litigation shall constitute a waiver of any rights under this Arbitration Agreement.
You and we each acknowledge and agree that in this relationship:
o You and we are participating in transactions involving interstate commerce.
o Any and all claims, controversies, or disputes arising out of or related in any way to these Terms of Service, your use of our products and services, your access to and use of the Web Site or App and any transactions or relationships resulting from any of the foregoing shall be subject to binding arbitration pursuant to the Federal Arbitration Act (‘FAA’), 9 U.S.C. § 1 et seq., at the election of you or us.
o THE ARBITRATOR SHALL NOT HAVE AUTHORITY TO CONDUCT CLASS ARBITRATION; THAT IS, THE ARBITRATOR SHALL NOT ALLOW YOU OR US TO SERVE AS A REPRESENTATIVE OR MEMBER OF A CLASS, AS A PRIVATE ATTORNEY GENERAL OR IN ANY OTHER REPRESENTATIVE CAPACITY FOR OTHERS IN THE ARBITRATION.
4. Small Claims Not Affected. Notwithstanding anything to the contrary in this section, this Arbitration Agreement does not affect your or our right to pursue disputes in small claims court (or your state’s equivalent court) in the state where you reside if the court has jurisdiction over the dispute and the dispute remains in that court. However, if the dispute is transferred, removed, or appealed to a different court, it shall be subject to arbitration.
5. Opt-out Right. You have the right to opt out of the provisions of this Arbitration Agreement by sending to us in writing your name and address, Verthermia account number (if any), and notice of your decision to opt out to: Info@Verthermia.com or to the following address: Henderson NV within 30 days of entering into these Terms of Service. If you send this notice, then this Arbitration Agreement will not apply to either party, but the remaining parts of these Terms of Service will continue to apply. If you do not send this notice, then you agree to be bound by this Arbitration Agreement.
6. Appeal. The arbitrator’s award will be final and binding, except for any right of appeal provided by the FAA. However, if the amount of the dispute is more than $25,000, any party will have 30 days to appeal the award by notifying the arbitration administrator and all parties in writing. The administrator will appoint a three-arbitrator panel to decide anew, by majority vote based on written submissions, any aspect of the decision objected to. Judgment upon any award may be entered in any court with jurisdiction. An arbitration award and any judgment confirming it cannot be used in any case or arbitration except to enforce the award.
7. Severability. If any provision of this Arbitration Agreement is found to be illegal or unenforceable, that provision will be severed from this Arbitration Agreement and the remainder of the Arbitration Agreement will be given full force and effect, except that: (i) if any provision dealing with class action, class arbitration, or consolidation is found to be illegal or unenforceable and all appeals from that ruling have been exhausted, then this entire Arbitration Agreement (except for this sentence) will be severed and the remaining provisions of these Terms of Service shall be given full force and effect, and (ii) if a claim is brought seeking public injunctive relief and a court determines that this Arbitration Agreement is unenforceable with respect to such claim and all appeals from that ruling have been exhausted, the public injunctive relief claim will be severed and stayed in court until the completion of any individual arbitration of any claims seeking monetary relief.
o You and we each agree to take all steps and execute all documents necessary for the implementation of arbitration proceedings. You can participate without representation or may choose to be represented by an attorney or other authorized representative unless that choice is prohibited by applicable law.
o Arbitration fees shall be determined by the rules or procedures of the arbitration administrator, unless limited by applicable law. The arbitrator may award reasonable expenses and attorneys’ fees to the prevailing party if allowed by statute or applicable law.
o The arbitrator may hear and rule on appropriate dispositive motions as part of the arbitration proceeding, such as motions for judgment on the pleadings, summary judgment, or partial summary judgment.
o All parties (the arbitrator(s), you, and we) agree to make best efforts to ensure that an arbitration proceeding as described in this Arbitration Agreement is completed within 180 days of filing the Covered Dispute. You and we agree not to disclose the existence, content, or results of the arbitration, except for disclosures of information required in the ordinary course of business or permitted by applicable law or regulation. The arbitration shall take place in the federal district of your residence, at a location determined by the arbitrator.
o All statutes of limitations and rules of privilege that apply to any Covered Dispute apply to any arbitration between you and us.
o This Arbitration Agreement constitutes the entire agreement between you and us and supersedes all prior arrangements and other communications about dispute resolution. The provisions of this Arbitration Agreement will survive termination, amendment, or expiration of your account with us, these Terms of Service, any other relationship between you and us and any bankruptcy by you (if permitted by applicable bankruptcy law).
o No arbitration award involving the parties will have any preclusive effect as to issues or claims in any dispute involving anyone who is not a party to the arbitration, nor will an arbitration award in prior disputes involving other parties have preclusive effect in an arbitration between the parties to this Arbitration Agreement.
o If there are differences between this Arbitration Agreement and the rules of any arbitration administrator or other provisions in these Terms of Service, this Arbitration Agreement will control.
The Web Site, App, and our products and services are offered and available to users who are 18 years of age or older. Further eligibility requirements must be met to obtain and use our products and services. By using our Web Site, App, or accessing and using our products and services, you represent and warrant that you are authorized to represent and bind the business you are contracting with Verthermia for, and that you are of legal age to form a binding contract with us and meet all the eligibility requirements. If you do not meet all these requirements, you must not access or use the Web Site, App or our products and services. You further represent and warrant that (a) you or your business are not located or operated 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.
Communications in Languages Other than English.
Please note, we may be unable to fulfill our products or services in a language other than English. Our communications to you may be in English only. If you are not fluent in English, please consider obtaining the services of an interpreter or taking other steps to ensure you understand the transaction before entering into it, and to explain any future communications in English.
No Agency Relationship.
Except where provided for in a separate agreement between or among you and us, no agency, partnership, joint venture, employer-employee, or franchiser-franchisee relationship is intended or created by the Terms. Without limiting the foregoing, except as expressly set forth herein, we are not acting and do not act as an agent for any user of our Web Site, App, products, or services.
These Terms constitute the entire agreement between you and Verthermia and govern your use of the Web Site or App, superseding any prior agreements between you and Verthermia with respect to the Web Site or App. You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, third-party content, or third-party software. These Terms will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Verthermia agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California. The failure of Verthermia to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Web Site, App, or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may
not assign these Terms without the prior written consent of Verthermia , but Verthermia may assign or transfer these Terms, in whole or in part, without restriction. The section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Web Site or App may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Web Site or App.