Last revised: Jan 23, 2023
VM-Congtent, LLC (vm-content) provides an artificial intelligence content generation platform known as vm-content” (“Platform”). These vm-content Terms of Service (this “Agreement”) govern Customer’s access to and use of the Platform, the website https://vm-content.com/ and all of its subdomains (“Site”), and any and all related technology or services provided or made available by Vm-Content via the Site (collectively, the “Services”). “Customer” means any person that accesses or uses the Services or any portion thereof. Vm-Content and Customer are each a “Party” and collectively the “Parties.”
PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONSTITUTES A LEGAL AGREEMENT BETWEEN CUSTOMER AND VM-CONTENT. BY ACCESSING OR USING THE SERVICES, CUSTOMER CONFIRMS ITS AGREEMENT TO BE BOUND BY THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THIS AGREEMENT, CUSTOMER MAY NOT ACCESS OR USE THE SERVICES. THIS AGREEMENT EXPRESSLY SUPERSEDE PRIOR AGREEMENTS OR ARRANGEMENTS WITH CUSTOMER REGARDING THE USE OF THE SERVICES.
IMPORTANT: PLEASE BE ADVISED THAT THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN CUSTOMER AND VM-CONTENT CAN BE BROUGHT, INCLUDING THE ARBITRATION AGREEMENT. PLEASE REVIEW THE ARBITRATION AGREEMENT BELOW CAREFULLY, AS IT REQUIRES CUSTOMER TO RESOLVE ALL DISPUTES WITH VM-Content ON AN INDIVIDUAL BASIS AND, WITH LIMITED EXCEPTIONS, THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING INTO THIS AGREEMENT, CUSTOMER EXPRESSLY ACKNOWLEDGES THAT CUSTOMER HAS READ AND UNDERSTANDS ALL OF THE TERMS OF THIS AGREEMENT AND HAS TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
Vm-Content's collection and use of personal information in connection with the Services is described in VM-CONTENT 's Privacy Notice located at https://vm-content.ai/privacy-policy.
By agreeing to these Vm-Content Terms of Service and making use of the Services, Customer confirms that Customer is at least 21 years of age, or is a legal parent or guardian of the person who will make use of the Services, and will provide accurate and complete information to Vm-Content. Customer may not use the Services for, in combination with, or by using any illegal products or services or for any illegal purpose. Customer is further restricted from using the Services for political, sexual, harmful, spam, or any other restricted Content as identified under “Content” below. Any breach of the terms contained within this Agreement will result in immediate termination of the Agreement and of Customer’s access to the Services.
If Customer prints, copies, modifies, downloads, or otherwise uses or provides any other person with access to any part of the Site in breach of this Agreement, Customer’s right to use the Site will stop immediately and Customer must, at VM-Content’s option, return or destroy any copies of the materials Customer has made. No right, title, or interest in or to the Site or any content on the Site is transferred to Customer, and all rights not expressly granted are reserved by the VM-Content. Any use of the Website not expressly permitted by this Agreement of Use is a breach of this Agreement of Use and may violate copyright, trademark, and other laws.
Customer may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing VM-Content’s copyright agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
This Agreement: (a) is governed by, and will be interpreted, construed and enforced in accordance with, the laws of the State of Florida without giving effect to Florida’s conflict of laws rules; (b) is binding upon, and will inure to the benefit of, the Parties and their respective successors and permitted assigns; and (c) constitutes the sole and entire agreement of the Parties with respect to the subject matter herein, and supersedes all prior and contemporaneous written or oral negotiations, understandings, agreements, representations, and warranties, with respect to the subject matter herein. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion shall not be deemed a waiver of any other provision or of such provision on any other occasion. Customer may not, directly or indirectly, assign, transfer, or delegate any of or all of its rights or obligations under this Agreement (whether by operation of law, merger or otherwise), without the prior written consent of VM-ContentVM-Content. Any purported assignment or delegation in violation of this Miscellaneous Section shall be null and void. Subject to the Arbitration Agreement, each Party expressly consents to the exclusive jurisdiction of the federal, state and local courts serving Miami, Florida to govern all disputes arising out of or relating to this Agreement. Notwithstanding the foregoing, subject to the Arbitration Agreement, either Party may seek injunctive relief against the other Party from any other judicial or administrative authority pending the resolution of such dispute. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE, CONTROVERSY, CLAIM OR LEGAL ACTION ARISING OUT OF, OR RELATING TO, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. If any legal action is brought to enforce this Agreement, the prevailing Party shall be entitled to receive its reasonable attorneys’ fees, court costs, and other collection expenses. There are no third-party beneficiaries to or under this Agreement. All references to and mentions of the words “including”, “include” or “includes” shall be deemed to be followed by “without limitation.” “Or” is not exclusive. All provisions which by their nature should survive such termination or expiration shall survive termination or expiration, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability, and miscellaneous provisions. VM-Content shall not be liable for failure or delay in performing its obligations under this Agreement if such failure is a result of any event outside of the reasonable control of VM-Content. Except for exclusive remedies expressly set forth in this Agreement (if any) , each Party’s rights and remedies under this Agreement are cumulative.
This Arbitration Agreement section is the “Arbitration Agreement.”
By agreeing to this Agreement, Customer agrees that Customer is required to resolve any claim that Customer may have against VM-Content on an individual basis in arbitration as set forth in this Arbitration Agreement, and not as a class, collective, coordinated, consolidated, mass and/or representative action. This Arbitration Agreement will preclude Customer from bringing any class, collective, coordinated, consolidated, mass and/or representative action against VM-Content, and also preclude Customer from participating in or recovering relief in any current or future class, collective, coordinated, consolidated, mass and/or representative action brought against VM-Content by someone else. Thus, the Parties agree that the Arbitrator shall not conduct any form of class, collective, coordinated, consolidated, mass and/or representative arbitration, nor join, coordinate, or consolidate claims of multiple individuals against VM-Content in a single proceeding. For the avoidance of doubt, this Arbitration Agreement precludes Customer from bringing or participating in any kind of class, collective, coordinated, consolidated, mass and/or representative or other kind of group, multi-plaintiff or joint action against VM-Content, other than participating in a classwide, collective, coordinated, consolidated, mass and/or representative settlement of claims.
(a) Agreement to Binding Arbitration Between Customer and VM-Content.
(1) Covered Disputes: Except as expressly provided below in this Arbitration Agreement, Customer and VM-Content agree that any dispute, claim, or controversy in any way arising out of or relating to (i) this Agreement and prior versions of this Agreement, or the existence, breach, termination, enforcement, interpretation, scope, waiver, or validity thereof; (ii) Customer’s access to or use of the Services at any time; (iii) incidents or accidents resulting in personal injury to Customer or anyone else that Customer alleges occurred in connection with Customer’s use of the Services, regardless whether the dispute, claim, or controversy occurred or accrued before or after the date Customer agreed to this Agreement, and regardless whether Customer alleges that the personal injury was experienced by Customer or anyone else; and (iv) Customer’s relationship with VM-Content, will be settled by binding individual arbitration between Customer and VM-Content, and not in a court of law. This Arbitration Agreement survives after Customer’s relationship with VM-Content ends.
(2) Class Action Waiver: Customer acknowledges and agrees that any and all disputes, claims, or controversies between the Parties shall be resolved only in individual arbitration. The Parties expressly waive the right to have any dispute, claim, or controversy brought, heard, administered, resolved, or arbitrated as a class, collective, coordinated, consolidated, and/or representative action, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any class, collective, coordinated, consolidated, and/or representative action, or to award relief to anyone but the individual in arbitration. The Parties also expressly waive the right to seek, recover, or obtain any non-individual relief. Notwithstanding anything else in this agreement, this Class Action Waiver does not prevent Customer or VM-Content from participating in a classwide, collective, and/or representative settlement of claims. The Parties further agree that if for any reason a claim does not proceed in arbitration, this Class Action Waiver shall remain in effect, and a court may not preside over any action joining, coordinating, or consolidating the claims of multiple individuals against VM-Content in a single proceeding, except that this Class Action Waiver shall not prevent Customer or VM-Content from participating in a classwide, collective, and/or representative settlement of claims. If there is a final judicial determination that any portion of this Class Action Waiver is unenforceable or unlawful for any reason, (i) any class, collective, coordinated, consolidated, and/or representative claims subject to the unenforceable or unlawful portion(s) shall proceed in a court of competent jurisdiction; (ii) the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration; (iii) the unenforceable or unlawful portion(s) shall be severed from this Arbitration Agreement; and (iv) severance of the unenforceable or unlawful portion(s) shall have no impact whatsoever on the enforceability, applicability, or validity of the Arbitration Agreement or the arbitrability of any remaining claims asserted by Customer or VM-Content.
(3) Delegation Clause: Only an arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including without limitation any claim that all or any part of this Arbitration Agreement is void or voidable. An arbitrator shall also have exclusive authority to resolve all threshold arbitrability issues, including issues relating to whether this Agreement are applicable, unconscionable, or illusory and any defense to arbitration, including without limitation waiver, delay, laches, or estoppel. However, only a court of competent jurisdiction, and not an arbitrator, shall have the exclusive authority to resolve any and all disputes arising out of or relating to the Class Action Waiver, including, but not limited to, any claim that all or part of the Class Action Waiver is unenforceable, unconscionable, illegal, void, or voidable.
(4) Application to Third Parties: This Arbitration Agreement shall be binding upon, and shall include any claims brought by or against any third parties, including but not limited to Customer’s spouses, heirs, third-party beneficiaries and assigns, where their underlying claims arise out of or relate to Customer’s use of the Services. To the extent that any third-party beneficiary to this agreement brings claims against the Parties, those claims shall also be subject to this Arbitration Agreement.
(b) Exceptions to Arbitration.
Notwithstanding the foregoing, this Arbitration Agreement shall not require arbitration of the following claims: (i) individual claims brought in small claims court so long as the matter remains in such court and advances only on an individual basis; and/or (ii) injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
Such claims may be brought and litigated in a court of competent jurisdiction by Customer on an individual basis only. On an individual basis means that Customer cannot bring such claims as a class, collective, coordinated, consolidated, mass and/or representative action against VM-Content. For the avoidance of doubt, this precludes Customer from bringing claims as or participating in any kind of any class, collective, coordinated, consolidated, mass and/or representative or other kind of group, multi-plaintiff or joint action against VM-Content and no action brought by Customer may be consolidated or joined in any fashion with any other proceeding. Where Customer’s claims are brought and litigated to completion on such an individual basis in a court of competent jurisdiction, VM-Content agrees to honor Customer’s election. The Parties’ agreement not to require arbitration in these limited instances does not waive the enforceability of this Arbitration Agreement as to any other, or the enforceability of this Arbitration Agreement as to any other controversy, claim, or dispute.
(c) Rules and Governing Law.
The Parties shall be required to meet and confer to select a neutral arbitration provider. Such an arbitration provider shall have operations in Florida. If the Parties are unable to mutually agree upon an arbitration provider, then either Party may invoke 9 U.S.C. § 5 to request that a court of competent jurisdiction appoint an arbitration provider with operations in Florida. Any arbitration provider appointed by a court under 9 U.S.C. § 5 shall conduct arbitration solely on an individualized basis as set forth in this Arbitration Agreement. Once the Parties mutually agree upon a neutral arbitration provider, or an arbitrator provider is appointed under 9 U.S.C. § 5, the ensuing arbitration shall commence pursuant to the rules of the designated arbitration provider, except as designated herein. Once an arbitration provider is agreed upon or appointed, an Arbitrator shall be appointed. The Arbitrator will be either (1) a retired judge or (2) an attorney licensed to practice law in Florida with experience in the law underlying the dispute. The Arbitrator will be selected by the Parties from the applicable arbitration provider’s roster of arbitrators. If the Parties are unable to agree upon an Arbitrator after a good faith meet and confer effort, then the applicable arbitration provider will appoint the Arbitrator in accordance with its rules.
Notwithstanding any choice of law or other provision in this Agreement, the Parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the Parties to be bound by the provisions of the FAA for all purposes, including, but not limited to, interpretation, implementation, enforcement, and administration of this Arbitration Agreement, and that the FAA and the applicable arbitration provider’s rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and applicable arbitration provider’s rules are found to not apply to any issue regarding the interpretation or enforcement of this Arbitration Agreement, then that issue shall be resolved under the laws of Florida.
Pre-Arbitration Dispute Resolution and Notification. The Parties agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. The Parties therefore agree that, before either Party demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this Arbitration Agreement. Multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference. If Customer is represented by counsel, Customer’s counsel may participate in the conference, but Customer shall also fully participate in the conference. The Party initiating the claim must give notice to the other Party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other Party receives such notice, unless an extension is mutually agreed upon by the Parties. To notify VM-Content that Customer intends to initiate an informal dispute resolution conference, write to VM-Content, providing Customer’s name, the telephone number(s) associated with Customer’s VM-Content account (if any), the email address(es) associated with Customer’s VM-Content account, and a description of Customer’s claim. Engaging in an informal dispute resolution conference is a condition precedent that must be fulfilled before commencing arbitration, and the Arbitrator shall dismiss any arbitration demand filed before completion of an informal dispute resolution conference. The statute of limitations and any filing fee deadlines shall be tolled while the Parties engage in the informal dispute resolution process required by this paragraph.
Initiating Arbitration. In order to initiate arbitration following the conclusion of the informal dispute resolution process required by this Arbitration Agreement, a Party must provide the other Party with a written demand for arbitration and file the demand with the applicable arbitration provider, as determined by this Arbitration Agreement. A Party initiating an arbitration against VM-Content must send the written demand for arbitration to VM-Content, or serve the Demand on VM-Content’s registered agent for service of process. Additionally, a Party initiating arbitration against VM-Content must send an electronic version of the demand for arbitration to the Arbitration Provider, and must send an electronic version of the as-filed demand to VM-Content.
By signing the demand for arbitration, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that (i) the demand for arbitration is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The Arbitrator shall be authorized to afford any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or any applicable state law for either Party’s violation of this requirement.
Unless Customer and VM-Content otherwise agree, the arbitration will be conducted in Miami, Florida. Customer’s right to a hearing will be determined by the applicable arbitration provider’s rules. Subject to the applicable arbitration provider’s rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the Parties, consistent with the expedited nature of the arbitration.
(f) Offers of Judgment.
At least 10 days before the date set for the arbitration hearing, any Party may serve an offer in writing upon the other Party to allow judgment on specified terms. If the offer is accepted, the offer with proof of acceptance shall be submitted to the arbitrator, who shall enter judgment accordingly. If the offer is not accepted prior to the arbitration hearing or within 30 days after it is made, whichever occurs first, it shall be deemed withdrawn, and cannot be given in evidence upon the arbitration. If an offer made by one Party is not accepted by the other Party, and the other Party fails to obtain a more favorable award, the other Party shall not recover their post-offer costs and shall pay the offering Party’s costs from the time of the offer.
(g) Arbitrator’s Decision.
The Arbitrator will render an award within the time frame specified in the applicable arbitration provider’s rules. Judgment on the arbitration award may be entered in any court of competent jurisdiction. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. An Arbitrator’s decision shall be final and binding on all Parties.
The Arbitrator is not bound by decisions reached in separate arbitrations, and the Arbitrator’s decision shall be binding only upon the Parties to the arbitration that are the subject of the decision.
The Arbitrator shall award reasonable costs incurred in the arbitration to the prevailing Party in accordance with the law(s) of the state in which arbitration is held.
With the exception of the provisions governing payment of arbitration costs set forth above, Customer’s responsibility to pay any filing, administrative, and arbitrator fees will be solely as set forth in the applicable arbitration provider’s rules and shall be up to the amount Customer would be required to pay if Customer filed a claim in court.
If Customer has a gross monthly income of less than 300% of the federal poverty guidelines, Customer is entitled to a waiver of arbitration fees and costs, exclusive of arbitrator fees. If Customer believes that Customer meets the requirements to obtain a fee waiver, and Customer’s demand for arbitration arises outside of California, then Customer may request a fee waiver only by submitting to the arbitration provider AO 240, Application to Proceed in District Court Without Prepaying Fees or Costs (found here), or a declaration under oath containing all the information required by AO 240; if Customer’s demand for arbitration arises in California, then Customer must submit a declaration under oath providing Customer’s monthly income and the number of persons in Customer’s household.
Any and all disputes regarding a Party’s obligation to pay any arbitration fees or costs that arise after an arbitrator is appointed shall be determined solely by the arbitrator. If such a dispute arises before an arbitrator has been appointed, the Parties agree that (i) the due date for any disputed fees shall be stayed pending resolution of the Parties’ dispute, (ii) a panel of three arbitrators shall be appointed to resolve the Parties’ dispute concerning a Party’s obligation to pay fees or costs of arbitration, (iii) the panel of arbitrators shall be appointed by each Party selecting one arbitrator from the arbitration provider’s roster to serve as neutral arbitrators, and these arbitrators shall appoint a third neutral arbitrator. If the Parties’ arbitrators cannot agree on a third arbitrator, the arbitration administrator will select the third arbitrator, (iv) VM-Content shall pay any administrative fees or costs incidental to the appointment of a panel of arbitrators under this provision, as well as any fees or costs that would not be incurred in a court proceeding, such as payment of the fees of the arbitrator(s), as well as room rental, and (v) the arbitrator(s) shall issue a written decision with findings of fact and conclusions of law. If two or more fee disputes between a claimant and VM-Content arise at or around the same time, the disputes may be consolidated for resolution by a single arbitrator or panel of arbitrators either at the agreement of the Parties or the election of the Party common to all such disputes.
(i) Severability and Survival.
If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (i) the unenforceable or unlawful provision shall be severed from this Agreement; (ii) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the Parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the Parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
You can get help writing things quickly with just one click! It's like having a team of special writers helping you out.