Last updated 27 August 2020
Introduction
These Velta LLC Terms of Use (“Terms of Use”) set forth the terms and conditions applicable to and governing your access to and use of any website or mobile app on which these Terms of Use are posted (collectively, the “Site”). This Site is provided by Velta LLC and its affiliates (collectively, “Velta LLC”; “we” or “us”) as a service to our customers and partners. As used herein, the words “you” and “your” refer to both individuals, and to business entities on behalf of which individuals may be, accessing or using the Site. Please note that your acceptance of these Terms of Use or your CONTINUED use of the Site constitutes your agreement to follow and be bound by these Terms of Use. Individuals using the Site on behalf of their employer or other business entity hereby represent and warrant that they have the authority to bind such employer or other business entity to these Terms of Use. Velta LLC RESERVES THE RIGHT TO UPDATE OR MODIFY THESE TERMS OF USE AT ANY TIME WITHOUT PRIOR NOTICE TO YOU BY POSTING UPDATED TERMS ON THIS SITE. FOR THIS REASON, WE RECOMMEND THAT YOU REVIEW THESE TERMS OF USE WHENEVER YOU USE THIS SITE. IF YOU DO NOT AGREE TO (OR CANNOT COMPLY WITH) ANY PART OF THESE TERMS OF USE, DO NOT USE THIS SITE.
ARBITRATION NOTICE: These Terms of Use contain a binding arbitration agreement including a waiver of any right to participate in a class action lawsuit or classwide arbitration. Please see the “Arbitration Agreement and Class Action Waiver” section below for additional details.
Use of this Site
All content on this Site, including information, images, text, illustrations, designs, icons, photographs, programs, software, video clips and other materials that are part of or made available on this Site (collectively, “Content”), is intended solely for your own internal residential or business use. You may download or copy the Content and other downloadable materials displayed on the Site, subject to and in accordance with these Terms of Use. No right, title or interest in any Content is transferred to you as a result of any such downloading or copying, except for the limited license granted herein. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any Content or the Site. All software used on this Site is the property of Velta LLC or its licensors and is protected by U.S. and international copyright laws. Except as expressly permitted in these Terms of Use, any use of this Site, including the reproduction, modification, distribution, transmission, republication, display or performance of the Content, is strictly prohibited.
Availability
Unless explicitly stated otherwise, any new features that augment or enhance Velta LLC’s current services or features on this Site, including the release of new services or features, shall be subject to these Terms of Use. Velta LLC reserves the right to render the Site and any of the Contents, in whole or in part, temporarily or permanently unavailable or to otherwise terminate, suspend access to, replace or modify the Site or any portion thereof, at any time and for any or no reason, without prior notice or liability to you.
Third-Party Sites
References on this Site to any names, marks, products or services of third parties, or hypertext links to third-party sites or information, are provided solely as a convenience to you and do not in any way constitute or imply Velta LLC’s endorsement, sponsorship or recommendation of the third party, its information, products or services. Velta LLC is not responsible for the practices or policies of such third parties, nor the content of any third-party sites, and does not make any representations regarding third-party products or services, or the content or accuracy of any material on such third-party sites. If you decide to link to any such third-party sites, you do so entirely at your own risk.
Site Security
You are prohibited from violating or attempting to violate the security of the Site, including, without limitation:
(a) accessing data not intended for the user, or logging onto a server or an account which the user is not authorized to access;
(b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
(c) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding,” “spamming,”,“mailbombing” or “crashing”;
(d) sending unsolicited email, including promotions and/or advertising of products or services; or (e) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting.
Violations of system or network security may result in civil or criminal liability. Velta LLC may investigate occurrences that involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. In order to strengthen our network security, Velta LLC may participate in partnership agreements with private or public entities, including the U.S. government, that involve the sharing of certain information collected automatically as described in the Privacy Policy . You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of this Site or any activity being conducted on this Site. You agree, further, not to use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search this Site other than the search engine and search agents available from Velta LLC on this Site and other than generally available third-party web browsers (for example, Google Chrome).
Cautionary Statement Regarding Forward-Looking Information
This Site may contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on management’s beliefs and assumptions and can often be identified by terms and phrases that include “anticipate,” “believe,” “intend,” “estimate,” “expect,” “continue,” “should,” “could,” “may,” “plan,” “project,” “predict,” “will,” “potential,” “forecast,” “target,” “guidance,” “outlook” or other similar terminology. Various factors may cause actual results to be materially different than the suggested outcomes within forward-looking statements; accordingly, there is no assurance that such results will be realized.
Events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than described. Forward-looking statements speak only as of the date they are made, and Velta LLC expressly disclaims an obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Copyrights and Trademarks
Unless otherwise noted, all Contents are copyrights, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by Velta LLC or by third parties who have licensed their materials to Velta LLC and are protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement and assembly) of all Contents on this Site is the exclusive property of Velta LLC and is also protected by U.S. and international copyright laws. Velta LLC and its suppliers and licensors expressly reserve all intellectual property rights in all text, programs, products, processes, technology, content and other materials which appear on this Site. Access to this Site does not confer and shall not be considered as conferring upon anyone any license under any of Velta LLC’s or any third party’s intellectual property rights. The Velta LLC names and logos and all related product and service names, design marks and slogans are the trademarks or service marks of Velta LLC. All other marks are the property of their respective companies. No trademark or service mark license is granted in connection with the materials contained on this Site. Access to this Site does not authorize anyone to use any name, logo or mark in any manner, except as may be expressly permitted herein.
Indemnification
You agree to defend, indemnify and hold harmless Velta LLC, its affiliates and each of their service providers from and against any and all claims, damages, costs and expenses, including attorneys’ fees, arising from or related to your use of the Site or any breach by you of these Terms of Use.
Termination
These Terms of Use are effective unless and until terminated by either you or Velta LLC. You may terminate these Terms of Use at any time, provided that you discontinue any further use of this Site. Velta LLC also may terminate these Terms of Use at any time and may do so immediately without notice, and accordingly deny you access to the Site, if in Velta LLC’s sole discretion you fail to comply with any term or provision of these Terms of Use, or for any other reason. Upon any termination of these Terms of Use by either you or Velta LLC, you must promptly destroy all materials downloaded or otherwise obtained from this Site, as well as all copies of such materials, whether made under the Terms of Use or otherwise. The following sections shall survive any termination of these Terms of Use: “Arbitration Agreement and Class Action Waiver,” “Third-Party Sites,” “Site Security,” “Cautionary Statement Regarding Forward-Looking Information,” “Copyrights and Trademarks,” “Indemnification,” “Termination,” “Disclaimer,” “Limitation of Liability,” “Privacy,” and “General”.
Arbitration Agreement and Class Action Waiver
Mandatory Arbitration.
YOU AND Velta LLC AGREE TO SUBMIT ANY AND ALL DISPUTES ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE (EACH, A “DISPUTE”) TO BINDING ARBITRATION PURSUANT TO THE FEDERAL ARBITRATION ACT (TITLE 9 OF THE UNITED STATES CODE), WHICH SHALL GOVERN THE INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION AGREEMENT (“ARBITRATION AGREEMENT”). YOU AND Velta LLC WAIVE THE RIGHT TO A TRIAL BY JURY AND ANY RIGHT TO HAVE A DISPUTE HEARD IN COURT.
In arbitration, Disputes are resolved by a neutral arbitrator instead of a judge or jury, discovery is more limited than in court, and the arbitrator’s decision is subject to limited review by courts. The arbitrator can award on an individual basis the same damages and relief as a court, including monetary damages, injunctive relief and declaratory relief. Judgment on the arbitrator’s award may be entered in any court having jurisdiction thereof. A single arbitrator with the American Arbitration Association (“AAA“) will conduct the arbitration, and the award may not exceed the relief allowed by applicable law. The arbitration will be conducted in the county of your residence or another mutually agreed location. The AAA’s Consumer Arbitration Rules will apply. If AAA will not apply those rules, then AAA’s Commercial Arbitration Rules will apply. The AAA’s rules and a form that can be used to initiate arbitration proceedings are available at http://www.adr.org. You and Velta LLC agree that if for any reason AAA will not conduct or becomes unavailable to conduct the arbitration, then a court may appoint a substitute arbitrator, and further agree that the choice of AAA as a forum is not integral to the Arbitration Agreement.
The arbitrator will decide all issues relating to the enforceability, interpretation, scope and application of this Arbitration Agreement (including “gateway” issues of arbitrability, whether the Arbitration Agreement is unconscionable or illusory and any defense to arbitration), and these Terms of Use, except that a court will resolve any question regarding the validity or enforceability of the class action waiver set forth in Section B of this Arbitration Agreement. The term “Dispute” and the requirement to arbitrate will be broadly interpreted.
B. Arbitration Class Action Waiver
You and Velta LLC agree that the arbitration will be conducted solely on an individual basis and not on a class, representative, consolidated or private attorney general basis. A Dispute may not be consolidated with a claim brought or discovery by any person or entity that is not a party to the arbitration proceeding. The arbitrator may not award relief to any person or entity other than a party to the arbitration proceeding and may only award such relief as is necessary to provide relief to a party to the arbitration proceeding. If a court deems any portion of this Section B invalid or unenforceable, then Sections A and C of this Arbitration Agreement will be null and void.
C. Fees and Costs in Arbitration.
Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. Velta LLC will reimburse you for those fees up to $7,500, unless the arbitrator determines the claims are frivolous. Likewise, Velta LLC will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
D. Non-Arbitration Class Action and Jury Waiver.
You and Velta LLC agree that if for any reason a Dispute proceeds in court rather than arbitration: (1) you and Velta LLC waive any right to a jury trial; (2) the Dispute will proceed solely on an individual, non-class, non-representative basis; and (3) neither you nor Velta LLC may be a class representative or class member or otherwise participate in any class, representative, consolidated or private attorney general proceeding.
E. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION, YOU MAY CHOOSE TO PURSUE YOUR CLAIM IN COURT AND NOT BY ARBITRATION IF YOU OPT OUT OF THIS ARBITRATION AGREEMENT WITHIN 30 DAYS FROM THE EARLIER OF: (1) THE DATE YOU ACCEPT THESE TERMS OF USE, OR (2) THE DATE YOU FIRST SIGNED AN AGREEMENT WITH Velta LLC THAT CONTAINED AN ARBITRATION PROVISION. The opt-out notice must be postmarked no later than the applicable deadline and mailed to:
[COMPANY NAME AND ADDRESS]
Attn: Terms of Use
The opt-out notice must state that you do not agree to this Arbitration Agreement and must include the name, address, phone number and email address used on our site. This procedure is the only way you can opt out of this Arbitration Agreement, and failure to comply strictly with this procedure and the applicable deadline automatically will render the opt-out notice null and void. If you opt out of the arbitration provision, all other parts of this Arbitration Agreement will continue to apply.
Attn: Terms of Use
The opt-out notice must state that you do not agree to this Arbitration Agreement and must include the name, address, phone number and email address used on our site. This procedure is the only way you can opt out of this Arbitration Agreement, and failure to comply strictly with this procedure and the applicable deadline automatically will render the opt-out notice null and void. If you opt out of the arbitration provision, all other parts of this Arbitration Agreement will continue to apply.
DISCLAIMER
THIS SITE IS PROVIDED BY Velta LLC ON AN “AS IS” AND “AS AVAILABLE” BASIS. Velta LLC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THIS SITE. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, Velta LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, Velta LLC DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, FOR ANY MERCHANDISE OFFERED ON THIS SITE. YOU ACKNOWLEDGE, BY YOUR USE OF THE SITE, THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THIS DISCLAIMER DOES NOT APPLY TO ANY PRODUCT WARRANTY OFFERED BY THE MANUFACTURER OF THE ITEM. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS OF USE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL Velta LLC OR ANY OF ITS EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF Velta LLC HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL Velta LLC OR ANY OF ITS EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS OR SUPPLIERS BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE FEES PAID BY YOU IN CONNECTION WITH YOUR USE OF THE SITE DURING THE SIX-MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
Some jurisdictions do not allow certain limitations on damages, so the limitations and exclusions above may not apply to you. If this section is held to be unenforceable, then liability will be limited to the fullest extent permitted by applicable law. In the event that any provision of the above paragraph is found by a court of competent jurisdiction to exceed the restrictions permitted by applicable law, then the court shall have the power to reduce, limit or reform such provision to make it enforceable to the maximum extent permitted by law, and such provision shall then be enforceable in its reduced, limited or reformed manner; provided, however, that a provision shall be enforceable in its reduced, limited or reformed manner only in the particular jurisdiction in which a court of competent jurisdiction makes such determination. In addition, the parties agree that the provisions of the above paragraph shall be severable in accordance with the terms of these Terms of Use.
Privacy
Please review our Privacy Policy, which applies to personal information collected from or provided by you on the Site.
General
These Terms of Use and the Privacy Policy represent the complete agreement between the parties and supersede all prior agreements and representations between them. Headings used in these Terms of Use are for reference purposes only and in no way define or limit the scope of the section. If any provision of these Terms of Use is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the other terms of these Terms of Use shall remain in full force and effect. The failure of Velta LLC to act with respect to a breach of these Terms of Use by you or others does not constitute a waiver and shall not limit Velta LLC’s rights with respect to such breach or any subsequent breaches. These Terms of Use shall be governed by and construed under Delaware law without regard to conflicts of law provisions.
Contact Us
You may direct any questions about these Terms of Use to Velta LLC by contacting [EMAIL ADDRESS]