____________________________________________________________________________

 

Terms of Service

Version Date: May 15, 2018

____________________________________________________________________________

 

 

By downloading or accessing of any part of this application, you hereby accept and are bound by these Terms of Service.   PLEASE READ THESE TERMS OF USE CAREFULLY. 

 

Agreement to Terms

 

These Terms of Service are a legally binding agreement between you (“you”) and Terra Virgo, Corporation (“TVC”, “we” or “us” or “our”), concerning your access to and use of the mobile device application, Let’s Sync and related services (the “App”), as well as any other media form, media channel, website or mobile application related, linked or otherwise connected to the App. Supplemental terms and conditions or documents that may be posted from time to time, or through other communications directed to you, are hereby expressly incorporated herein by reference. Because the App and our services change or evolve over time, we may change or discontinue all or any part of the services at any time and without notice.  You agree that by downloading or by using the App, you have read, understood and agree to be bound by all of these Terms of Service.  IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE APP, AND YOU MUST DISCONTINUE USE IMMEDIATELY.   

 

NOTICE OF AGREEMENT TO ARBITRATE ANY DISPUTES: EXCEPT IF YOU OPT OUT AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “AGREEMENT TO ARBITRATE” SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND TERRA VIRGO CORPORATION WILL BE RESOLVED BY BINDING ARBITRATION, AND YOU HEREBY WAIVE YOUR RIGHT(S) TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

 

Eligibility and Account Registration

 

To access certain features and services, you must first register with us.  By registering, you represent and warrant that: (1) the registration information you submit will be true, accurate and current; (2) you will maintain the accuracy of such information and promptly update such registration information to keep it accurate, current and complete; (3) you will keep your password confidential and will be responsible for all use of your password and account; (4) you are not a minor in the jurisdiction in which you reside; or, if you are a minor, your parent or guardian has agreed to these Terms; (5) you have the legal capacity and you agree to comply with these Terms of Service; (6) you will not access the App through automated or non-human means, whether through a robot, script or otherwise; (7) you will not use the App for any illegal or unauthorized purpose; and (8) your use of the App does not violate any applicable law or regulation.   You are responsible for all activities that occur under your Account, whether or not you know about them.

 

The App and services may not be used by anyone under the age of 18 or anyone who lacks the legal ability or authority to contract on their own behalf, without the supervision of a parent or guardian.   You represent and warrant that you are 18 years old or older; or, if you are a minor, that you have reviewed the Terms of Service (“Terms”) with your parent or legal guardian and that he or she has reviewed and agreed to be bound by these Terms prior to use.

 

Ownership and Intellectual Property Rights

 

Subject to your compliance with the Terms, you are granted a limited nonexclusive, nontransferable, non-sublicensable license to download and to install a copy of the App on a mobile device and to run such copy of the App solely for your own personal purposes.   You may not: (1) copy, modify or create derivative works based on the App; (2) distribute, transfer, sublicense, lease, lend or rent the App to any third-party; (3) reverse engineer or disassemble the App; (4) make the functionality of the App available to multiple users through any means; or (5) use the App other than its intended purposes.  Any use of the App other than as specifically authorized herein, without the prior written permission of TVC is strictly prohibited and will terminate the license granted to you.  Unless stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights under any legal theory including: by estoppel, implication or other authority.  TVC reserves all rights in and to the App not expressly granted to you under these Terms.

 

Content and Content Rights

 

The App may invite you to chat, participate in or comment on blogs, message boards, online forums and in person, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute or broadcast content and materials to us via the App, electronic forms of communication, mail or other delivery services, including without limitation, text, writings, video, audio, photographs, graphics, comments, suggestions or personally identifiable information or other material (collectively, “User Content”).  User Content includes and any content that you, as an account holder, upload or otherwise submit or upload to the App or otherwise communicate to, transfer or share with TVC.  Subject to your compliance with these Terms, TVC grants you a personal, noncommercial, nonexclusive, nontransferable, revocable license to download, view, display, listen to and to use the App as permitted herein.

 

User Content may be viewable by other users of the App, by persons and by third-parties affiliated with or hired by TVC, and through third-party websites.  As such, any User Content you transmit will be treated as non-confidential and non-proprietary. When you create or make available User Content you thereby represent and warrant that:

 

1. the creation, distribution, transmission, public display and performance, accessing, downloading and copying of your User Content does not and will not infringe the proprietary rights others, including but not limited to, the copyright, patent, trademark, trade secret or moral rights of any third-party;

 

2. you are the creator and owner of or have the necessary licenses, rights, consents, releases and permissions to use and to authorize TVC and other users of the App to use your User Content;

 

3. you have the written consent, release and/or permission of each and every identifiable individual person in your User Content to use his or her name or likeness to enable inclusion and use of your User Content;

 

4. your User Content is not obscene, filthy, violent, harassing, libelous, slanderous or otherwise objectionable (as determined by us), does not disparage, intimidate or abuse anyone, does not advocate the violent overthrow of any government, does not incite, encourage or threaten physical harm against another, does not violate any applicable law, regulation or rule and does not violate the privacy or publicity rights of any third-party;

 

5. your User Content does not contain material that solicits personal information from anyone under the age of 18 or exploit people under the age of 18 in a sexual or violent manner, and does not violate any federal or state law concerning child pornography or otherwise intended to protect the health or well-being of minors;

 

6. your User Content does not include any offensive comments that are connected to race, national origin, gender, sexual preference or physical handicap;

 

7. your User Content does not otherwise violate, or link to material that violates any provision of these Terms or any applicable law or regulation; and

 

8.    your User Content is not misleading, deceptive or harmful.

 

We are not liable for any statement, representation or User Content provided by you in any area of the App. Any use of the App in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the App.  We have no obligation to monitor your User Content.

 

Rights Granted by You

 

By posting or by making any User Content available through the App, or by submitting any User Content to us, you grant to TVC a nonexclusive, perpetual, irrevocable, transferable, worldwide, royalty-free license to use, copy, modify, publish, display, create derivative works based upon, publicly display, publicly perform, and distribute your User Content. You are solely responsible for any User Content, and you expressly agree to exonerate TVC from any and all responsibility for and to refrain from any legal action against us regarding your User Content.  Furthermore, if you violate any Terms, you agree to indemnify TVC for any and all damages and attorneys’ fees TVC may incur by our use of your User Content.

 

As part of your consideration for use of TVC’s Application, which you hereby acknowledge to be sufficient, you hereby grant to TVC and its assigns the right to use your image, voice and/or name in all forms and media including composite or modified representations for all purposes, including advertising, trade, or any commercial purpose throughout the world and in perpetuity.  By downloading this App, you hereby waive the right to inspect or approve versions of your image or voice used for publication or the written copy that may be used in connection with the images.   You hereby release TVC and its assigns from any claims that may arise regarding the use of your image or voice, including any claims of defamation, invasion of privacy, or infringement of moral rights, rights of publicity, or copyright.  TVC is permitted, although not obligated, to include your name as a credit in connection with the image or recording. 

 

Reviews

 

You acknowledge and agree that by submitting a review to or about us, you grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable and sub-licensable right and license to reproduce, modify, translate, transmit by any means, display, perform and/or distribute the review, in whole or in part. We do not assume liability for any review or for any claims, liabilities or losses resulting from any review.

 

Guidelines for Reviews

 

We may accept, reject or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers the reviews to be objectionable or inaccurate. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the subject being reviewed; (2) your reviews should not contain profanity or offensive, abusive, racist or hate language, discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation or disability, or references to illegal activity; (3) if you are posting a negative review, you warrant that you are not affiliated with competitors; (4) you should not make any conclusions as to the legality of conduct; and (5) you may not post any false statements or organize a campaign encouraging others to post reviews, whether positive or negative. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners.

 

Submissions

 

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the App provided by you to us (the “Submissions”) are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree that there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary rights in your Submissions.

 

 

 

Purchases & Payment

 

You agree to provide current, complete and accurate purchase information for all purchases made via the App. You further agree to promptly update your account and financial information, including email address, payment method and credit or debit card expiration date, so that we can complete your transactions and contact you as needed.

 

You agree to pay all charges at the prices then in effect for your purchases, and you authorize TVC or its partners or affiliates to charge your chosen payment provider for any such purchases. Sales tax will be added to the price of purchases. All payments shall be in U.S. dollars.

 

Fees may be charged on a per purchase basis or on a monthly or other recurring basis.  If your purchase is subject to recurring charges, then you consent to us charging your payment method in advance on a recurring basis, without requiring your prior approval for each recurring charge. Recurring charges will continue until you notify us of your cancellation. Charges for renewal periods shall be calculated at the prevailing rates in effect.

 

In the event you fail to make a timely payment, you will be responsible for all reasonable expenses (including attorneys’ fees) incurred by us in collecting such amounts. We reserve the right to suspend access to the App and Services in the event you fail to make a timely payment hereunder. 

 

We reserve the right to refuse any order placed through the App. We also reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

If you are not satisfied or believe there has been an error in billing, please contact our Customer Service Department.

 

Electronic Communications

 

You consent to receive electronic communications, and you agree that all agreements, notices, disclosures and other communications we provide to you electronically, via email and on the App satisfy any legal requirements that such communication be in writing.

 

Safety

 

While using the App, please be aware of your surroundings and be safe. You agree that your use of the App is at your own risk.  It is your responsibility to maintain such health, liability, hazard, personal injury, medical, life, and other insurance policies as you deem reasonably necessary for any injuries that you may incur while using the App or the services. You also agree not to use the App to violate any applicable law, rule, or regulation (including but not limited to the laws of trespass) or the rights of others; and, you agree not to encourage or enable any other individual to violate any applicable law, rule, right or regulation.  To the extent permitted by applicable law, TVC disclaims all liability related to any property damage, personal injury, or death that may occur during your use of our App, including any claims based on the violation of any applicable law, rule, or regulation or your alleged negligence or other tort liability. Furthermore, in the event that you have a dispute with one or more other users of the App, you release TVC (and its officers, directors, agents, subsidiaries, joint ventures, and employees) from all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes, or with use of the App.

 

Prohibited Use of App and Services

 

You agree that your use of the App will not violate any law, contract, real, personal or intellectual property rights of others; or constitute a criminal action or tort, and that you are solely responsible for your conduct. You further agree not to:

(1.)  Use the App or services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the App or services, or that could damage, disable, overburden or impair the functioning of the App in any manner;

 

(2.)  Engage in any discriminatory, defamatory, libelous, hateful, harassing, abusive, obscene, threatening, physically dangerous, unlawful, or otherwise objectionable conduct;

 

(3.)  Trespass or in any manner attempt to gain access to any property or location where you do not have a right or permission to be;

 

(4.)  Encourage any conduct that would give rise to civil or criminal liability;

 

(5.)  Impersonate or misrepresent your affiliation with another person or entity, including any attempt to indicate that you have a relationship with us or that we have endorsed you or any products or services for any purpose;

 

(6.)  Send any unsolicited or unauthorized advertising, solicitations, promotional materials, spam, junk mail, chain letters, or harvest or collect the email addresses or other contact information of other users for the purpose of sending spam or other commercial messages;

 

(7.)  Interfere with, or attempt to interfere with, the access of any user, host or network;

 

(8.)  Attempt to reverse engineer any aspect of the App or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any area, content or code of the App;

 

(9.)  Use or attempt to use another’s account without authorization from such user and TVC or post, upload to, transmit, distribute, store, create or otherwise publish or send User Content that contains personal information about any person, including, without limitation, names, addresses, email address, phone numbers or credit card information;

 

(10)  Post, upload to, transmit, distribute, store, create or otherwise publish or send through the App viruses, corrupted data or other harmful, disruptive or destructive files;

(11)  Develop applications or use any third-party applications that interact with User Content or the App without our prior written consent;

(12)  Use any automated means or interface not provided by us to access the App, including, without limitation, for the purpose of copying, extracting, aggregating, displaying, publishing or distributing any content or data made available via the App; or

(13)  Use the App in any manner that interferes with the health and safety of yourself or others, or in a manner that infringes upon the property or legal rights of any other person(s).

Privacy

 

Please be advised that the App is hosted in the United States. If you access the App from the European Union, Asia or any other region of the world with laws or other requirements governing personal data collection, use or disclosure that differ from applicable laws in the United States, then through your use of the App, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United Sates. Further, we do not knowingly accept, request or solicit information from children or knowingly market to children. Therefore, in accordance with the Children’s Online Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the App as quickly as is reasonably practical.

 

Application Management

 

We reserve the right, but do not have the obligation to: (1) monitor the App for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion, and without limitation, notice or liability, to remove from the App or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (4) otherwise manage the App in a manner designed to protect our rights and property, and to facilitate the proper functioning of the App and the services. 

 

 

Term and Termination

 

These Terms of Service shall remain in full force and effect while you use the App. You may terminate your use or participation at any time, for any reason, by following the instructions for terminating user accounts in your account settings.

 

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name or the name of any third party, even if you may be acting on behalf of the third-party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation, pursuing civil, criminal and injunctive remedies.

 

Modification and Interruptions

 

We reserve the right to change, modify or remove the contents of the App or any of the terms or conditions contained in these Terms at any time or for any reason, in our sole discretion, without notice. However, we have no obligation to update any information on the App. We also reserve the right to modify or discontinue all or part of the App at any time or for any reason, in our sole discretion, without notice or liability to you. We will alert you about any changes by updating the “Version Date” of these Terms of Service. Any changes or modifications will be effective immediately upon posting the updated Terms of Service on the App, and you waive any right to receive specific notice of each such change or modification. Your continued use of the App or the services after such posting means you accept and agree to be bound by the modified Terms of Service. We encourage you to periodically review these Terms to stay informed of updates. You agree to be responsible for monitoring changes to the App or the services.

 

We cannot guarantee that the App and the services will be available at all times. We may experience hardware, software or other problems, or need to perform maintenance related to the App, resulting in interruptions, delays or errors. We reserve the right to change, revise, update, suspend, discontinue or otherwise modify the App or the services at any time or for any reason, without notice to you. You agree that we have no liability whatsoever for any loss, damage or inconvenience caused by your inability to access or use the App or the services during any downtime or discontinuance of the App or the services. Nothing in these Terms of Service will be construed to obligate us to maintain and support the App or the services, or to supply any corrections, updates or releases in connection therewith.

 

Disclaimers of Warranties

 

THE APP AND THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE APP WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE APP AND THE SERVICES AND YOUR USE THEREOF, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE APP’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE APP. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (1) ERRORS, MISTAKES OR INACCURACIES OF THE CONTENT AND MATERIALS; (2) PERSONAL INJURY, TORT INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE APP; (3) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE APP OR THE SERVICES; (4) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE APP OR THE SERVICES BY ANY THIRD- PARTY; AND/OR (5) ANY ERRORS OR OMISSIONS IN ANY CONTENT, MATERIALS OR SERVICES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE APP OR ANY CONTENT POSTED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE APP. WE DO NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY INFORMATION OFFERED BY A THIRD-PARTY THROUGH THE APP OR ANY HYPERLINKED WEBSITE OR FEATURE IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

 

You assume full responsibility for all risks relating to your offline communications and interactions with other users of our services and with other persons with whom you communicated or interact as a result of your use of the services.   You understand and acknowledge that TVC does not screen other users or inquire into the background of any users of the services.  TVC makes no representations or warranties as to the conduct of users of our services, or the suitability of any location where our services are used.  You should inspect any premises carefully and remain observant and diligent in looking out for your own safety.   You also agree to take reasonable precautions in all communications and interactions with other users of the services and with other persons with whom you communicate or interact as a result of your use of the services.

 

Limitation on Liability

 

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TVC OR OUR DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING PERSONAL INJURY, EMOTIONAL DISTRESS, DEFAMATION, LOSS OR DAMAGE TO PERSONAL OR REAL PROPERTY, OR LOST PROFITS ARISING FROM YOUR USE OF THE APP OR THE SERVICES, EVEN IF THOSE DAMAGES OR THE POSSIBILITY OF SUCH DAMAGES WERE FORESEEABLE.  OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT YOU PAID TO US, IF ANY, FOR THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM.

 

IN NO EVENT WITH THE TOTAL LIABILITY OF TVC ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED FIVE HUNDRED DOLLARS ($500).   THE EXCLUSIONS AND LIMITATIONS ON DAMAGES SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE AGREEMENT AND BARGAIN BETWEEN YOU AND TVC.

 

 

 

Indemnity

 

If TVC is subject to any actual or threatened claims, costs, damages, losses or other liabilities as a result of your use of the App or services, or any data, information, or other item you make available to us, including User Content, then you agree to fully indemnify TVC for these costs, including attorneys’ fees.  You also agree to defend, indemnify and hold us harmless, including our subsidiaries and affiliates, and our respective officers, agents, partners and employees, from and against, any loss, damage, liability, claim or demand, including reasonable attorneys’ fees and expenses, made by any third-party due to or arising out of: (1) your use of the App or the services; (2) a breach of these Terms of Service; (3) any breach of your representations and warranties set forth in these Terms of Service; or (4) your violation of the rights of a third-party, including but not limited to, intellectual property rights. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to fully cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action or proceeding which is subject to this indemnification upon becoming aware of it.

 

Dispute Resolution

 

Agreement to Arbitrate

 

A.    Any matter we are unable to resolve and all disputes or claims arising out of or relating to these Terms or your use of services, with the exception of the matters described in section D below, shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules and the supplementary procedures for consumer related disputes of the American Arbitration Association (the "AAA"), excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all claims. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity, except that no party may recover punitive damages and the arbitrator is not authorized to award punitive damages. The arbitrator’s award shall be binding on you and may be entered as a judgment in any court of competent jurisdiction. You understand that, absent this mandatory provision, you may have the right to sue in court and have a jury trial. You further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. ANY SUCH ARBITRATION SHALL BE CONDUCTED BY THE PARTIES IN THEIR INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION, AND THE PARTIES WAIVE THEIR RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. If any court or arbitrator determines that the class action waiver set forth in the preceding sentence is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth in this Section shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate claims.

 

B.    The rules governing the arbitration may be accessed at www.adr.org or by calling the AAA at +1.800.778.7879. To the extent the initial filing fee for the arbitration exceeds the initial filing fee for a lawsuit, we will pay the difference in fees. If the arbitrator finds the arbitration to be non-frivolous, we will pay all of the actual filing and arbitrator fees for the arbitration, provided your claim is less than $75,000. The arbitration rules also permit you to recover attorney’s fees in certain cases.

C.     Section B does not apply to any claim (i) in which a party is attempting to protect its intellectual property rights (such as its patent, copyright, trademark, trade secret, or moral rights, but not including its privacy or publicity rights), or (ii) that may be brought in small claims court.

D.     30-Day Right to Opt Out. You have the right to opt out of the provisions of this Section by

sending written notice of your decision to opt out to the following address: Terra Virgo Corporation, 3020 Bridgeway #340, Sausalito, CA. 94965within 30 days of the date you download the App. If you send this notice, then this Section will not apply to either party. If you do not send this notice, then you agree to be bound by this Section.

 

Controlling Law and Venue

 

These Terms of Service and your use of the App are governed by and construed in accordance with the laws of the State of California, excluding such state’s conflicts of laws rules.  You and TVC agree that the state or federal courts located in or with jurisdiction over Marin County, California have exclusive over any appeals of an arbitration award and over any suit not subject to arbitration.  Any legal action of whatever nature by or against us arising out of or related in any respect to the App or the services will be governed by this Agreement and the laws of the State of California. You and we hereby consent to (and waive any challenge or objection to) personal jurisdiction and exclusive venue in such federal and state courts. In no event shall any claim, action or proceeding by you related in any way to the App or the services be instituted more than two (2) years after the cause of action arose. You will be liable for any attorneys’ fees and costs if we have to take any legal action to enforce these Terms of Service.

 

Electronic Signatures

 

YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE APP. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which requires an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits other than by electronic means. Signatures and identities are not authenticated on the App.

 

Miscellaneous

 

These Terms of Service and any policies or operating rules posted by us on the App constitute the entire agreement between you and us. Our failure to exercise or enforce any right or provision of these Terms of Service shall not operate as a waiver of such right or provision. These Terms of Service operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Service is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms of Service and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Service. You agree that these Terms of Service will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Service and the lack of signing by the parties hereto to execute these Terms of Service.

 

Claims of Copyright Infringement

 

We respect the intellectual property rights of others and respond to notices of alleged copyright infringement that comply with applicable law. We will remove any infringing materials from the App or associated promotional materials of every kind, and, in appropriate circumstances, we will disable or terminate accounts of infringers according to the process set out in the Digital Millennium Copyright Act. If you believe that any material available on or through the App or services infringes upon any copyright you own or control, please immediately notify our designated copyright agent at:

 

Let’s Sync

3020 Bridgeway #340, Sausalito, CA. 94965

 

Please see 17 U.S.C. § 512(c)(3) for the proper takedown notification requirements and include all required information in your notice. If you knowingly misrepresent in your notification that the material is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred as the result of our reliance on your misrepresentation in removing or disabling access to such material.

 

Entire Agreement

 

These Terms of Service constitute the entire agreement between you and TVC with respect to the App and services, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the App.

 

Contact Us

 

In order to resolve a complaint regarding the App or services or to receive further information regarding use of the App, please contact us at:

 

Terra Virgo Corporation

Email: info@lets-sync.com

 

 

 

California Users and Residents

 

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.