Welcome to Virtual Race Bags! Virtual Race Bags, Inc. ("VRB") enables events all over the world to provide messages, discounts, giveaways and other special offers to event participants via online websites. This agreement sets forth our Terms of Service, which govern all use of our Services. Please read it carefully as these terms will apply to all organizers and visitors.
The following terms and conditions ("TOS") govern all use by you as an Organizer or Visitor (as defined below) of:
(i) VRB websites and domains (including all webpages, subdomains and subparts therein contained which shall be collectively referred to as the "Sites")
(ii) (ii) any and all services available on or through the Sites or otherwise provided by VRB for your events, and
(iii) all Software (as defined below) (collectively, the "Services").
The Services are owned and operated by VRB. The Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Sites by VRB.
BY USING OR ACCESSING ANY PART OF THE SERVICES, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREINAND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES THAT MAY BE PUBLISHED FROM TIME TO TIME ON THE SITE BYVRB. IF YOU DO NOT UNEQUIVOCALLY AGREE TO ALL SUCH TERMS, CONDITIONS, RULES, POLICIES OR PROCEDURES, DO NOT USEOR ACCESS THE SERVICES.
THIS TOS MAY BE MODIFIED OR AMENDED ONLY (i) ON AN EVENT BY EVENT BASIS THROUGH A WRITTEN SERVICES AGREEMENTOR WRITTEN ADDENDUM AGREEMENT TO THIS TOS SIGNED BY YOU AND AN AUTHORIZED OFFICER OF VRB OR (ii) BY VRB ASPROVIDED IN SECTION 1.2 BELOW.
VRB reserves the right, at its sole and unfettered discretion, to modify, amend, remove or replace any (or all) of the terms or conditions of this TOSat any time. It is your responsibility to review this TOS periodically as the then-existing TOS will govern. Your continued use of the Services following the posting of any changes, amendments, additions or deletions to this TOS constitutes acceptance of those changes. If any change to this TOS is not acceptable to you, your sole and exclusive remedy is to cease accessing, browsing and otherwise using the Services.
VRB enables event organizers and planners ("Organizers") all over the world to provide offers, discounts, giveaways, contests and other special marketing messages (collectively, "Offers") to event participants, spectators and others who visit our Sites (collectively, "Visitors"). We do this through our websites and domains (collectively, the "Sites"), the services available on or through our Sites or otherwise provided by us, and the software available on or through our Sites or otherwise provided by us (including mobile applications to be developed in the future) (collectively, the "Services").
VRB may also collect payments with respect to the sale of goods and services to Visitors on the Sites, as well as from Organizers with respect to service and license fees for the Services. Payments are all transacted through PayPal, Google Checkout, Authorize.net or other third party payment service methods (collectively, "Facilitated Payment Modes" or "FPM"). This TOS applies to you and your use of the Services as an Organizer. For the Terms of Service Agreement that applies to you and your use of the Services as a Visitor, please see LINK
VRB hereby grants you a non-exclusive, non-transferable, non-assignable, non-sublicensable right to access and to use the Services solely for the purposes of creating and distributing offers, discounts, promotions, giveaways, contests and other related messages from event-related sponsors, advertisers and merchants using the Sites, in each case (i) in compliance with these TOS, and (ii) to the extent permitted under all applicable laws and regulations (foreign and domestic).
Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: (i) modify, reproduce or otherwise create derivatives of any part of the Services or Site Content (as defined below); (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (iii) rent, lease, resell, distribute or use the Services for timesharing, service bureau, or commercial purposes (except for the limited commercial purpose of providing Offers through the Site as an Organizer in accordance with this TOS); (iv) remove or alter any proprietary notices or labels on or in the Services or Site Content or (v) engage in any activity that interferes with or disrupts the Services.
If you are allowed to download or to use any Software in connection with the Services, VRB hereby grants you a personal, non-transferable, non-assignable, non-sublicensable, freely revocable, non-exclusive license to use the Software solely for your internal use in connection with the Services, and only in accordance with this TOS and the written instructions/directions (if any) provided by VRB in conjunction with the Software.
For purposes of these TOS, "Software" shall mean any and all software that is available on or through the Sites or otherwise provided by VRB, including without limitation any mobile applications that may be implemented in the future. The Software is a part of the "Services" hereunder.
The Software and the transmission of applicable data are subject to United States export controls. No Software may be downloaded or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. You shall also be responsible for using the Software in a manner that complies with all federal, state and local laws and the rules and regulations of all credit card companies.
The Software and related documentation are "commercial computer software" and "commercial computer software documentation," respectively, as such terms are used in United States Federal Acquisition Regulations Section 12.212. Any use, duplication or disclosure of the Software or such documentation by or on behalf of the U.S. Government is subject to restrictions as set forth in these TOS.
To be a registered user of the Services as an Organizer you agree to (i) provide true, accurate, current and complete information about yourself as prompted by the Site registration form or directly to VRB's Client Services team (the "Organizer Registration Data") and to maintain and promptly update, if necessary, the Registration Data to keep it true, accurate, current and complete.
VRB may, from time to time, display or otherwise announce offers or other promotional material from various Event Organizers, sponsors or other merchants, retailers or similar entities (collectively, the "Merchants"). The Merchants are fully responsible for resolving any and all issues, concerns and/or complaints with respect to the terms and conditions of any offer(s), including, but not limited to the purchase, refund, credit (or other transaction) related to any offer displayed or otherwise made available on the Sites or through the Services.
The Merchants are fully responsible for all goods and services marketed, sold or otherwise provided to you as well as for any and all injuries, illnesses, damages, claims, liabilities and costs ("Liabilities"), if any, they may cause you to suffer, directly or indirectly, in full or in part, whether related to the purchase or use or otherwise.
You waive, release and agree to hold harmless VRB and its subsidiaries, affiliates, partners, officers, directors, employees and agents from any Liabilities arising from or related to any act or omission of a Merchant in connection with your purchase and/or use of any item(s) displayed on VRB.
As part of the Site registration process, you will create a password and account. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your account, including, without limitation, all actions by sub-users registered under your account. You agree to (a) immediately notify VRB of any unauthorized access to or use of your password or account or any other breach of security and (b) ensure that you exit (log off) from your account at the end of each session. VRB cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Section or from any unauthorized access to or use of your account. In the event of any dispute between two or more parties as to account ownership, you agree that VRB shall be the sole arbiter of such dispute in its sole and exclusive discretion and that VRB's decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties concerned.
You agree that all material, including without limitation information, data, software, text, design elements, graphics, images and other content (collectively, "Content"), contained in or delivered via the Services or otherwise made available by VRB in connection with the Services (collectively, "Site Content") is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. VRB may own the Site Content or portions of the Site Content may be made available to VRB through arrangements with third parties. Except as expressly authorized by VRB in writing or in connection with your use of the intended functionality of the Services, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Site Content or post any Site Content on any other web site or in a networked computer environment for any purpose whatsover. However, you may print or download a reasonable number of copies of the Site Content for your own informational purposes, provided that you retain all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any Site Content for any other purpose is strictly prohibited without the express prior written permission of VRB. You shall only use the Site Content for purposes that are permitted by these TOS and as permitted by all applicable laws and regulations (foreign and domestic). Any rights not expressly granted herein are reserved.
You acknowledge and agree that if you contribute, provide or make available any Content to the Site ("Your Content") as an Organizer or Visitor, you hereby grant to VRB a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right and license to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise exploit Your Content, in whole or in part, in any media now known or hereafter developed, for any purpose whatsoever. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content (i) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party and (ii) complies with all applicable laws and regulations (foreign and domestic).
VRB reserves the right to remove, in its sole and exclusive discretion, any of Your Content from the Site at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to Your Content). In addition, if you are an Organizer, you agree that VRB may use your name and logo (whether or not you have made it available through the Site) for the purpose of identifying you as an existing or past customer of VRB both on the Site and in marketing and promotional materials.
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who reasonably believe that material appearing on the Internet infringes their rights under U.S. copyright laws. If you believe in good faith that any Content made available in connection with the Services infringes your copyright, you (or your agent) may send us a notice requesting that the Content be removed or access to it blocked. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details). DMCAnotices and counter notices should be sent to:
Virtual Race Bags, Inc.
Attn: DMCA Notice
5200 Park Rd., Suite 221
Charlotte, NC 28209
You understand that you are solely liable for all Content, in whatever form, that you provide or otherwise make available to or through the Services, including to Visitors and other users of the Services. You agree not to use the Services to:
(i) upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
(ii) harm minors in any way;
(iii) facilitate gambling, gaming, lotteries, raffles, contests, sweepstakes and/or any other activity featuring the award of a prize other than raffles, contests or sweepstakes which shall be conducted in a manner that complies with all applicable and governing laws and regulations;
(iv) impersonate any person or entity, including, but not limited to, a VRB representative or falsely state or otherwise misrepresent your affiliation with any person or entity;
(v) upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(vi) upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights of any person or entity;
(vii) upload, post, email, transmit or otherwise make available any Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to otherwise interact with the Services in a manner not permitted by this TOS or expressly authorized by VRB;
(viii) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; or
(ix) intentionally or unintentionally violate any applicable law or regulation (foreign or domestic), including without limitation (a) regulations promulgated by the U.S. Securities and Exchange Commission and any rules of any national or other securities exchange (e.g., the New York Stock Exchange, the American Stock Exchange or the NASDAQ) and (b) laws and regulations (foreign or domestic) regarding the sale or resale of tickets (including without limitation with respect to licensure requirements, maximums or limits on ticket prices, etc.).
You acknowledge that VRB does not always pre-screen all Content provided or made available by you or any third party in connection with the Services, but that VRB and its designees shall have the right (but not the obligation) in their sole and exclusive discretion to (i) monitor, alter, edit or remove any of your Content, in whole or in part and/or (ii) rescind and terminate your right to use the Services at any time (with or without notice) for any reason or no reason. You acknowledge and agree that VRB may preserve your Content and may also disclose your Content for any reason, including without limitation if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these TOS; (iii) respond to claims that any of your Content violates the rights of third parties and/or (iv) protect the rights, property, or personal safety of VRB, its users and/or the public. You understand that the technical processing and transmission of the Services, including Your Content, may involve (i) transmissions over various networks and/or (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
VRB may provide Organizers with the right to use a sub-domain within the Site (e.g., [sub-domain prefix].virtualracebags.com). All such sub-domains are the sole property of VRB. In the event VRB provides you with a sub-domain, your right to use such sub-domain may be terminated byVRB at its sole and exclusive discretion and at any time (with or without notice) for any reason or no reason.
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. By way of illustration and not limitation, you agree to comply with all applicable laws and regulations (foreign and domestic) regarding the transmission of technical data exported from the United States or the country in which you reside if not the United States.
VRB may, upon request and for such fees as VRB may establish from time to time in its sole and exclusive discretion, provide additional services to Organizers beyond the functionality of the Site, including without limitation custom design and software services and providing dedicated account management services. All such additional services, whether provided prior to, during or following your event, shall be deemed a part of the Services and subject to all the terms and conditions of this TOS. Such additional services shall be set forth in a written Addendum Agreement to these TOSbetween you and an authorized officer of VRB, and shall set forth the Service Fees and the other terms and conditions relating to such additional services.
You agree to fully and effectively defend, indemnify and hold, on demand, to the broadest extent allowed by law, VRB, and each of its former, present and future officers, directors, shareholders, agents, designees, employees, assignees, successors, independent contractors, assigns, administrators, principals, parents, subsidiaries, affiliates, divisions, partners, co-venturers, members and attorneys harmless, at your sole cost and expense, from and against any and all claims, liabilities, losses, demands, actions, causes of action, notices, proceedings, disputes, costs, expenses, liens, encumbrances, disagreements and notices, including without limitation, reasonable attorneys and accountancy fees and all costs in any manner related thereto in whole and in part ("Claim(s)"), further including without limitation, any and all attorneys' fees, experts' fees, accountants' fees and actual costs occasioned by or arising out of any actual, alleged or anticipated breach (each a "Breach") by you of these TOS, or any claim inconsistent with any agreement, covenant, representation, warranty or promise made or assumed by you hereunder or otherwise with respect to the rights and/or privileges granted to you by VRB.
You will fully reimburse VRB on demand for any and all payments made by or on behalf of VRB at any time in respect of any claim to which the foregoing indemnity relates. VRB agrees to give you written notice of any such claim to which the foregoing indemnity relates and you shall immediately undertake at your own cost and expense the defense thereof, including attorneys' fees, arising out of or related to any products or services purchased by you in connection with the Site or any use of the Site in violation of this Agreement.
VRB reserves the right at any time to, and from time to time may, modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) for any reason or no reason with or without notice. You agree that VRB shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
VRB, in its sole discretion, may terminate your password, accounts (or any part thereof) and/or your right to use the Services, and remove and discard any and all of Your Content within the Services, at any time for any reason or no reason, including, without limitation, for lack of use, failure to timely pay any fees or other monies due VRB, or if VRB believes that you have violated or acted inconsistently with the letter or spirit of theseTOS. You agree that any termination of your use of the Services may be effected without prior notice, and acknowledge and agree that VRB may immediately deactivate or delete your account and all related Content and files related to your account and/or bar any further access to such files or the Services. Further, you agree that VRB shall not be liable to you or any third-party for any termination of use of or access to the Services. All provisions of these TOS that by their nature should survive termination of your right to use the Services shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties and intellectual property protections and licenses).
The Services may provide, or third parties may provide, links to other Internet websites or resources. Because VRB has no control over such websites and resources, you acknowledge and agree that VRB is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, services or other materials on or available from such websites or resources. You further acknowledge and agree that VRB shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with any use of or reliance on any such Content, advertising, products, services or other materials available on or through any such website or resource.
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. VRB HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIESOF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE,NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
VRB MAKES NO WARRANTY THAT:
(i) THE SERVICES WILL MEET YOUR REQUIREMENTS,
(ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,
(iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE,
(iv) THE SERVICES THEMSELVES (OR ANY PART THEREOF) WILL MEET YOUR EXPECTATIONS, OR
(v) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.
VRB IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, ACTIONS OR INACTIONS OFANY VISITOR, ORGANIZER OR THIRD PARTY BEFORE, DURING AND/OR AFTER AN EVENT AND VRB WILL HAVE NO LIABILITY WITHRESPECT TO ANY WARRANTY DISCLAIMED IN (i) THROUGH (v) ABOVE. YOU ACKNOWLEDGE THAT VRB HAS NO CONTROL OVER ANDDOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS ADVERTISED, THE TRUTH OR ACCURACY OF ANY CONTENTOR OFFERS OR THE ABILITY OF ANY USER (INCLUDING VISITORS AND ORGANIZERS) TO PERFORM OR ACTUALLY COMPLETE ATRANSACTION.
VRB IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDERUSED IN CONJUNCTION WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY FPM SERVICE), AND VRB HAS NORESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTYSERVICE PROVIDER. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Notwithstanding the foregoing, you may report the misconduct of Visitors, Organizers and/or third parties in connection with the Site or any Services to VRB. VRB, in its sole discretion, may investigate the claim and take necessary action.
VRB SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OROTHERWISE, WITH RESPECT TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THESE TOS, FOR:
(i) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO,DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF VRB HAS BEEN ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES),
(ii) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES,
(iii) AMOUNTS IN EXCESS OF US$100.00 IN THE AGGREGATE FOR ALL CLAIMS FROM A GIVEN ORGANIZER WITH RESPECT TO THESERVICES OR
(iv) ANY MATTERS BEYOND VRB'S REASONABLE CONTROL. VRB SHALL HAVE NO LIABILITY WITH RESPECT TO ANY OF YOURCONTENT OR ANY CONTENT OF ANY OTHER USER OF THE SERVICES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THEEXTENT PROHIBITED BY APPLICABLE LAW.
IN CONSIDERATION OF BEING PERMITTED TO ACCESS AND USE THE SERVICES, YOU HEREBY AGREE TO RELEASE VRB, and each of its former, present and future officers, directors, shareholders, agents, designees, employees, assignees, successors, independent contractors, assigns, administrators, principals, parents, subsidiaries, affiliates, divisions, partners, co-venturers, members and attorneys, as well as each of the former, present and future OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS, OTHER PARTNERS, AND EMPLOYEES (to the extent applicable) FROM ALL DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE), LOSSES, LIABILITIES,COSTS AND EXPENSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITHDISPUTES BETWEEN YOU AND THIRD PARTIES (INCLUDING OTHER ORGANIZERS, BUYERS, AND OTHER NON-ORGANIZERS) INCONNECTION WITH THE SERVICES, YOUR ACCESS AND USE OF THE SERVICES, OR YOUR EVENT.
IN CONNECTION WITH THE FOREGOING RELEASE, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE 1542 AND ANY OTHER APPLICABLELAW OR STATUTE, WHICH SAYS, IN SUBSTANCE: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOESNOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVEMATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
Notices to you may be made via either email or regular mail to the address in VRB's records. The Services may also provide notices of changes to these TOS or other matters by displaying notices or links to notices to you generally on the Services.
Any notice from you to us shall be sent in writing to our mailing address at Virtual Race Bags Inc., 5200 Park Rd., Suite 221, Charlotte, NC, USA, Attn: Legal.
The trademarks, service marks, and logos of VRB (the "VRB Trademarks") used and displayed in connection with the Services are registered and unregistered trademarks or service marks of VRB. Other company, product, and service names used in connection with the Services may be trademarks or service marks owned by third parties (the "Third Party Trademarks," and, collectively with VRB Trademarks, the "Trademarks"). The offering of the Services shall not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without the prior written consent of VRB specific for each such use. The Trademarks may not be used to disparage VRB, any third party or VRB's third party's products or services, or in any manner (in VRB's sole judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless VRB approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any VRB Trademark shall inure to VRB's benefit.
This Agreement supersedes any prior agreement, whether written or oral, relating to the subject matter herein. No waiver, modification or amendment of any of these terms and conditions shall be effective against VRB unless in writing and signed by an authorized representative of VRB. VRB does not waive any power or right under this Agreement or otherwise even if timely or strict compliance is not always insisted upon.
All rights and remedies provided to VRB in this Agreement are cumulative and not exclusive of any other rights or remedies which VRB otherwise has at law, in equity or otherwise. These terms and conditions shall be binding upon you and your executors, heirs, successors and assigns. If any provision of our Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement, and the remaining portions of this Agreement shall continue in full force and effect (other than as set forth Section 23.3 below).
Any disputes arising out of or related to these TOS and/or the Sites or Services shall be governed by the internal laws of the State of North Carolina without regard to its choice of law rules and without regard to conflicts of laws principles except that the Arbitration provision set forth in Section 23.3 shall be governed by the Federal Arbitration Act.
To the extent a claim or dispute is not subject to binding arbitration as set forth below or a court of competent jurisdiction determines that the within arbitration provision is not enforceable to the fullest extent set forth herein, any such claim or dispute between you and VRB arising out of or relating to this Agreement shall be decided exclusively by a court of competent jurisdiction located in the State of North Carolina. Either you or VRB may seek any interim or preliminary relief from a court of competent jurisdiction in North Carolina, necessary to protect the rights or property of you orVRB (or its agents, suppliers, and subcontractors) pending the completion of any judicial proceeding, including arbitration if mandated by VRB as provided below.
We will make every reasonable effort to resolve any disagreements that you may have with VRB.
If those efforts fail, you agree that any claim, dispute, or controversy you may have with or against VRB arising out of, relating to, or connected in any way with these TOS, the Sites or the Services shall be resolved – at VRB's sole and exclusive discretion and election – by final and binding arbitration administered by the Judicial Arbitration and Mediation Services, Inc. ("JAMS"). If VRB elects to exercise this provision and mandate arbitration, judgment on the arbitration award may be entered in any court having competent jurisdiction thereof. You agree further that:
(a) the arbitration shall be held at a location determined by JAMS pursuant to the Rules and Procedures (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by you and VRB;
(b) the arbitrator shall apply North Carolina law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law;
© there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only your and/or VRB's individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated;
(d) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, VRB will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and
(e) with the exception of subpart © above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart © is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor VRB shall be entitled to arbitrate their dispute.
The failure or delay of VRB to exercise or enforce any right or provision of these TOS shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever. If any provision of these TOS is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this TOS shall 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 Services or theseTOS must be filed within two (2) years after such claim or cause of action arose or be forever barred.
The section headings and descriptions in these TOS are for convenience only and have no legal or contractual effect.
Please report any violations of these TOS by email to firstname.lastname@example.org.
You may contact us by writing to Contact or by calling us at 1- 877-385-7779 or by mail at the below address:
Virtual Race Bags Inc.
5200 Park Rd., Suite 221
Charlotte, NC 28209
If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
Last updated as of March 12, 2012