This TERMS OF USE document is an agreement between you and us, “us” meaning Velvey, LLC, Velvey.com and Velvey. In this document, sometimes we use the word “Velvey” by itself to refer to Velvey, LLC (an Utah limited liability company), and the website Velvey.com. Also, at times in this document we will call the Velvey.com website services, the “Services”. This document contains the terms, or rights and obligations, between you and us for you’re using the Services on Velvey.com.
By using the Services on Velvey.com, you agree to be bound by what is discussed in this document. If you do not agree to what is discussed, or you are under 18 years of age and do not have parental consent, do not use the services of Velvey.com.
From time to time, Velvey may modify or update this document. If we make a material change in the document, we will update the “last updated” date at the top of this document. Your continued use of the services of Velvey.com demonstrates that you accept the modifications. You agree to regularly check these Terms of Use for updates. If you do not agree to the modification, you must discontinue using the Velvey.com services. Any modifications are effective immediately for new users and within 30 days of posting for existing users.
If you are not yet 14 years of age, you cannot use any of the services of Velvey.com, even if your parents’ consent to your using the website. If you are age 14 to age 17, you must obtain the consent of your parents to use the services of Velvey.com. By using the services of Velvey.com, you are telling us that you are 18 years of age or older, are not younger than 14 years of age, or if you are 14 to 17 years of age, you possess legal or parental or guardian consent, and are competent to enter into this agreement.
We reserve the right to make changes to how we operate and provide the services of Velvey.com, including adding new features and services, modifying existing features and services, or suspending, discontinuing or terminating your access to the website.
Also, we may refuse to offer the services of Velvey.com to any person at any time. Any permission for you to use the website services as discussed in this document is effective only until terminated. The permission will end automatically if you fail to comply with what you agree to as stated by this document or until revoked by Velvey. Additionally, Velvey may terminate your permission to use this website and block future access to the same.
1.1 User Data. By using the Services you agree that Velvey, its agents, affiliates and third parties may collect, maintain, process and use diagnostic, technical, usage and related information, including but not limited to unique system or hardware identifiers, location data, and other content contained on your device. Additionally, you agree to the terms of the Velvey Privacy Policy. You certify that all information provided to us is and will be true, accurate, current and complete. You authorize us to create and maintain an account for you and collect information about you in accordance with our Privacy Policy. As described in our Privacy Policy, you consent to us to obtain, analyze, sort, and present certain information or features about you.
1.2 Privacy. For information about how we collect, use, share or otherwise process information about you, please see our Privacy Policy, which policy is hereby incorporated fully herein by this reference.
1.3 Usage Information. You have the option to share information with us about how you use our Services. Where permitted by law, this option is turned on by default, and the information is associated with your Velvey account. This information allows us to provide you with a more personalized experience and helps us to improve product quality and features. You can change your preference any time on your Velvey Account Management page.
1.4 Our Access to Your Content. Where permitted by law, we will only access, view, or listen to your Content in limited ways. For example, in order to perform the Services, we may need to access, view, or listen to your Content to (a) respond to support requests; (b) detect, prevent, or otherwise address fraud, security, unlawful, or technical issues; and (c) enforce the Terms. Our automated systems may analyze your Content using techniques such as machine learning. This analysis may occur when the Content is sent, received, or stored. From this analysis, we are able to improve the Services.
2.1 License. Subject to your doing what is discussed in this document, and what is discussed in our Privacy Policy, and subject to the law, you may access and use the Services of Velvey.com for your personal use and nothing more.
2.2 Velvey Intellectual Property. We (and our licensors) remain the sole owners of the Services. Except as stated in this document, we do not permit nor grant you to have any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the items in the Services. We reserve all rights not expressly granted to you in these Terms of Use.
2.3 Storage. If you establish an account and use the available storage, we may create limits on file size and storage space. We may suspend the Services until you are within the storage space limit associated with your account. If needed, we will use reasonable efforts to allow you to transition your Content out of the Services.
3.1 Velvey Property. Except for your User Content, the Services and any materials used to provide the Services are owned by Velvey or its licensors and partners. Your use of the Services does not give you any ownership rights in the Services.
4.1 Misuse. You must not misuse the Services. For example, you must not:
(a) copy, modify, host, stream, sublicense, or resell the Services;
(b) enable or allow others to use the Services using your account information;
(c) access or attempt to access the Services by any means other than the interface we provide or authorize;
(d) circumvent any access or use restrictions put into place to prevent certain uses of the Services;
(e) share Content, or engage in behavior that violates anyone’s intellectual property rights;
(f) upload or share any Content or User Content that is unlawful, physically harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, or invasive of another’s privacy;
(g) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(h) attempt to disable, impair, or destroy the Services;
(i) upload, transmit, store, or make available any Content or code that contains any viruses, malicious code, malware, or any components designed to harm or limit the functionality of the Services;
(j) disrupt, interfere with, or inhibit any other user from using the Services (such as stalking, intimidating, or harassing others, inciting others to commit violence, or harming minors in any way);
(k) engage in chain letters, junk mails, pyramid schemes, phishing, spamming, or other unsolicited marketing messages;(m) place an advertisement of any products or services in the Services except with our prior written approval; (n) use any data mining or similar data gathering and extraction methods in connection with the Services; or (o) violate applicable law (including, but not limited to, where applicable, COPPA);
(l) use the Services to contact anyone to whom you are prohibited from contacting, whether such prohibition to not contact is by court order, injunction, agreement, or any other process that prohibits contact; and
(m) use the Services to harass or otherwise intimidate in any form.
4.2 Additional Prohibited Activities. You may not send any unsolicited or unauthorized advertising, solicitation, or promotional materials. You may not use any robot, spider, crawler, scraper, or other automated means to extract data from the Services. You may not use or attempt to use another’s user account. You are not permitted to access or use our Services in any jurisdiction or country if it would be contrary to the law or regulation of that jurisdiction. We reserve the right to limit the availability of our Services to any geographical area or jurisdiction. You may not use our Services in any manner that infringes on the rights of any third party. If you believe, in good faith, that any of our content infringes your intellectual property rights, you may send a notice of infringement by email or snail mail to:
Velvey, LLC
c/o Gustin Law Firm, P.C.
38 W S 13775, STE 300, DRAPER, UTAH 84020
legal@velvey.com
4.3. Compliance with Laws. You agree to use the Services in accordance with all applicable laws, including, but not limited to, local laws where the Services are used and those of the United States of America.
5.1 Account Security. You accept any responsibility for any activity that occurs while logged into your account. You are responsible for making sure that you keep your password safe and secure. You agree not to allow others to use your account or take, or fail to take, actions that will jeopardize the security of your account. If you believe that your account is no longer secure, notify us immediately at service@velvey.com.
6.1 Termination by You. You may stop using the Services at any time.
6.2 Termination by Us. If we terminate the account, or your use of the service(s) for reasons other than for cause, we will make reasonable efforts to notify you at least 3 days prior to termination via the email address you provide to us with instructions on how to retrieve your Content, if any. Unless stated in any Additional Terms, we may, at any time, terminate your right to use and access the Services if:
(a) you breach any provision of these Terms of Use; (b) you have repeatedly made complaints in bad faith; (c) we are required to do so by law; (d) we elect to discontinue the Services, in whole or in part; or (e) there has been an extended period of inactivity in your free account.6.3 Survival. Upon the expiration or termination of these Terms of Use, some or all of the Services may cease to operate without prior notice. Your indemnification obligations, our warranty disclaimers or limitations of liabilities, and dispute resolution provisions stated in these Terms of Use will survive.
7.1 Disclaimers of Warranties. Services are provided “AS-IS.” To the maximum extent permitted, we disclaim all warranties, express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We make no commitments about the content within the Services. We further disclaim any warranty that (a) the Services will meet your requirements or will be constantly available, uninterrupted, secure, or error-free; (b) the quality of the Services will meet your expectations; or (c) any errors or defects in the Services will be corrected.
7.2 Indemnification. You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damage, including reasonable attorneys’ fees, arising out of or related to your Content, your use of the Services, or your violation of these Terms of Use or any law.
8.1 Indirect Damages. We are not liable to you or anyone else for any loss of use, data, goodwill, or profits, whatsoever, and any special, incidental, indirect, consequential, or punitive damages whatsoever, regardless of cause, including losses and damages (a) resulting from loss of use, data, or profits, whether or not foreseeable; (b) based on any theory of liability. Nothing in these Terms of Use limits or excludes our liability for gross negligence, for our, or our employees’, intentional misconduct, or for death or personal injury.
8.2 Liability Limit. Our total liability in any matter arising out of or related to these Terms of Use is limited to US $20 or the aggregate amount that you paid for access to the Services during the three-month period preceding the event giving rise to the liability, whichever is larger. This limitation will apply regardless of the form or theory of liability.
8.3 Basis of the Bargain. The limitations of damages set forth above are a critical inducement for the bargain between Velvey and you. The limitations on liability contained herein apply whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Velvey knows of the possibility of such damage. The foregoing limitation of liability applies to the fullest extent permitted by applicable law.
9.1 Applicable Law, Forum, and Venue. Any dispute between you and Velvey will exclusively be governed by these Terms of Use and the laws of the State of Utah and applicable international laws of the United States of America, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. Any lawsuit or arbitration, if any and as permitted herein, by you or Velvey against the other will occur in state or federal courts located in Salt Lake City, Utah, USA. These Terms of Use and the license granted herein shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
10.1. Process. If you have any concern or dispute, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of submission, any resulting legal actions must be resolved through final and binding arbitration, except that you may assert claims in small claims court if your claims qualify.
10.2 Arbitration. PLEASE READ THIS PARAGRAPH (“Arbitration Agreement”) CAREFULLY BECAUSE IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM VELVEY. You and Velvey agree to arbitrate any disputes arising from these Terms of Use or your use of the Services, except that you are not required to arbitrate any disputes in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secretes or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR HAVING A JURY TRIAL. You agree that any arbitration will occur in Salt Lake City, Utah, and will be conducted confidentially by a single arbitrator in accordance with the rules of American Arbitration Association.
10.3 Waiver of Jury Trial. YOU AND VELVEY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Velvey are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration.
10.4 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: legal@velvey.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Velvey username (if any), the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
10.5 No Class Actions. You may only resolve disputes with us on an individual basis, and you may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of Utah. All other disputes, claims, or requests for relief shall be arbitrated.
11.1. Waiver. Velvey’s failure to enforce any of its rights or act with respect to a breach of the terms of this Agreement by you or others does not constitute a waiver of any rights and will not limit Velvey’s rights with respect to that breach or any subsequent breaches. No waiver by Velvey shall be of any force or effect unless made in writing and signed by a duly authorized officer of Velvey.
11.2 Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Velvey without restriction. Any attempted transfer or assignment in violation hereof will be null and void.
11.3 Communications. You agree that any communications, ideas, or other information transmitted to Velvey becomes the sole property of Velvey. Velvey will be entitled to use these communications in any way its sees fit. You waive any rights you may have to these communications. If you feel that you have an idea that you expect to be paid for or want to continue to own, then do not communicate them with Velvey.
11.4 Limitation Period. YOU AND VELVEY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OF USE, THE SERVICES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
11.5 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Velvey agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Salt Lake County, Utah.
11.6 Notice to Velvey. You may send notices to us at the following address: Velvey, LLC, Attention: Legal, 38 W 13775 S, Suite 300, Draper, Utah 84020, USA.
11.7 Notice to You. We may notify you by email, postal mail, postings within the Services, or other legally accepted means.
11.8 Severability. If any provision contained in these Terms of Use are deemed unlawful, void, or unenforceable, then that provision shall be severed from these Terms of Use and shall not affect the validity or enforceability of the remaining provisions.
11.9 Complete Agreement. The Terms of this agreement supersede all prior understandings. This agreement represents the completed agreement and understanding of the parties.
11.10 Questions or Comments. Velvey welcomes your comments or questions. Please send emails to service@velvey.com.
