These Terms of Service, and any applicable supplemental or promotional terms and conditions and our Privacy Notice, which are incorporated by reference (collectively, "Terms"), constitute a legal agreement between you, a user of the Service ("you" or "your"), and VoyagerX, Inc. ("VoyagerX", "we", "us" or "our"). By accessing our website or using the Services, you accept and agree to be bound by these Terms of Service and represent and warrant that you meet all of the eligibility requirements. IF YOU DO NOT AGREE WITH THESE TERMS, YOU SHOULD NOT ACCESS OR USE THE SERVICES.
This Agreement contains a mandatory arbitration provision that, as described below, requires use of arbitration on an individual basis to resolve disputes, rather than by jury trials or any other court proceedings, class actions, or class arbitrations.
Privacy
Please review our Privacy Notice, which is part of these Terms and describes how we handle any Personal Information about Service users. By accessing, browsing, or using the Service, you confirm that you understand that the collection, use, storage, processing, and disclosure of your information, including Personal Information, is done described in our Privacy Notice.
Account & Registration
You shall set up a user account ("**Account**") to use the Service. In registering your Account, you shall provide your email address (and a password). In the course of using the Services, you may be asked to provide professional information, such as brokerage details or agent license number. By providing any information regarding a third party, you represent and warrant that you have obtained all necessary consents and have proper authority to do so. YOU CAN HAVE ONLY ONE (1) ACCOUNT AT A TIME.
You are solely responsible for keeping your Account information confidential. You may not transfer, sell, assign, or sublicense your Account to any third party without our prior written approval from us. You are solely responsible for all usage or activity on the Service that occurs under your Account, including, but not limited to, Use of the Service by any person who uses your Account, with or without authorization. You agree to immediately notify us using the Contact Information below of any unauthorized use or any other breach of security in your Account. Otherwise, we will not be liable for losses incurred as a result of unauthorized use of your Account.
By registering an account, you represent and warrant that you are at least 18 years old and have the legal authority to bind yourself to this Agreement. If you do not meet these requirements, you must not access or use the Service.
You can delete your account in the Account settings menu. If you delete your account, your account will become inaccessible immediately upon deletion. Further, you will not be able to register a new account with the same email address that is used for the deleted account. We strongly recommend that you carefully consider the consequences before deleting your account, as this action is irreversible. For the data stored along with your account, please refer to our Privacy Notice.
Workspace
Upon registration, a dedicated "Workspace" of your own will be assigned to you. As a manager of your Workspace, you have the authority to invite additional users, such as your colleagues or your team, to join as members of your Workspace, and manage the respective permissions of the members. Depending on your subscription plan (*see* below), the maximum number of members available for a single Workspace may differ. All data and resources, including listing information, listing photographs, real estate agent information, etc., are stored within your designated Workspace and will be accessible to all members of your Workspace. Any Credits purchased by the owner of a Workspace are shared by the members. We will consider all data, resources, videos, Credits, are owned by you, the owner of the Workspace. You are restricted to having only one (1) Workspace at any given time during your use of the Service, while you can be a member of Workspace owned by other users without limitation. You are solely responsible for all activities, including managing access to your Workspace and for all activities, including credit consumption and data sharing, conducted by the members you invite.
User Materials
General. As part of your use of the Service, you may be able to input, post, upload and submit information ("User Materials") to the Service. All User Materials must comply with the User Materials Standards set out in these Terms. Any User Materials you post to the Service will be considered non-confidential. By providing any User Materials on the Service, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.
By input, post, upload, or submit User Materials to the Service, you represent and warrant that: (i) you own or control all rights in and to the User Materials and have all necessary right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns; and (ii) all of your User Materials does and will comply with these Terms. You understand and acknowledge that you are responsible for any User Materials you submit or contribute, and you, not us, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Materials submitted by you or any other user of the Service.
When you upload, share or otherwise provide User Materials that is covered by intellectual property rights (like photos or videos) on or in connection with our Service, you hereby grant to us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your content. This license will end when your content is deleted from our systems. You can delete content individually or all at once by deleting your account.
Monitoring and Enforcement; Termination.
We have the right to: (i) remove or refuse to post any User Materials for any or no reason in our sole discretion; (ii) take any action with respect to any User Materials that we deem necessary or appropriate in our sole discretion, including if we believe that such User Materials violates these Terms, including the User Materials Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for us; (iii) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (iv) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service; and (v) terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of these Terms.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any User Materials on the Service. YOU WAIVE AND HOLD HARMLESS US AND OUR AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. However, we cannot review all User Materials before it is posted on the Service and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding User Materials. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
User Materials Standards. These User Materials Standards apply to any and all User Materials. User Materials must, in its entirety, comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Materials must not:
- Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable. - Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age. - Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person. - Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Notice. - Be likely to deceive any person. - Promote any illegal activity, or advocate, promote, or assist any unlawful act. - Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person. - Impersonate any person or misrepresent your identity or affiliation with any person or organization. - Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising. - Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
Prohibited Use
You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:
- In any way that violates or that aid or abets violation of any applicable federal, state, local, industry policies or regulations, or international law including those that govern the marketing, sale, leasing, financing, or management of real estate; - Use the Service to misrepresent your license status or qualifications; - Facilitate unlawful steering, discriminatory advertising, or other practices prohibited by the Fair Housing Act; - For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; - To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the User Materials requirements Standards set out in these Terms; - To impersonate or attempt to impersonate VoyagerX, a VoyagerX employee, another user, or any other person or entity, including, without limitation, by using email addresses or names associated with any of the foregoing. - To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm us or users of the Service, or expose them to liability. - To train any artificial intelligence or machine learning model using the outputs of the Service, including but not limited to, videos, avatars, and/or voice narrations.
Additionally, you agree not to:
- Use the Service in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Service, including their ability to engage in real time activities through the Service. - Use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material made available by the Service. - Use any manual process to monitor or copy any of the material made available by the Service, or for any other purpose not expressly authorized in these Terms, without our prior written consent. - Use any device, software, or routine that interferes with the functionality of the Service. - Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful. - Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service is running, or any server, computer, or database connected to the Service. - Attack the site hosting the Service via a denial-of-service attack or a distributed denial-of-service attack. - Otherwise attempt to interfere with the proper functionality of the Service.
We reserve the right (but assume no obligation) to monitor your use of the Service for compliance with these Terms. If we reasonably believe you are in breach, we may immediately suspend or terminate your access, remove or disable relevant content, and/or report the matter to the appropriate authorities or professional bodies.
Service Content
We retain all rights, title, and interest in all contents of the Service, including but not limited to, webpages, applications, downloadable materials, information, text, photographs, graphics, logos, button icons, audio, video, scripts, code, and software, or other form of information or documentation that appears on the Service ("Service Content"), and those rights are protected by United States and international copyright laws and other intellectual property laws. As further described in these Terms, your use of the Service, and information or data obtained from the Service, is granted subject to these Terms and pursuant to a limited, non-exclusive, non-transferable, non-sublicensable license granted by us, and is revocable at any time at our sole discretion. Any use of the Service Content in accordance with these Terms is subject to copyright notice, including our logo or watermark, remaining on the image. Any removal of the copyright notice on any Service Content renders the license granted in this section void.
DMCA Notice of Alleged Infringement
In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at <http://www.copyright.gov/legislation/dmca.pdf>, we will respond expeditiously to claims of copyright infringement committed using the Service that are reported to our Designated Copyright Agent identified below. If you are a copyright owner, or are authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Service by completing the following DMCA Notice of Alleged Infringement and reporting it to our Designated Copyright Agent. Upon receipt of the notice as described below, we will take whatever action, in our sole discretion, we deem appropriate, including removal of the challenged material from the Service.
- Identify the copyrighted work that you claim has been infringed, or, if multiple copyrighted works are covered by this notice, you may provide a representative list of the copyrighted works that you claim have been infringed. - Identify the material that you claim is infringing (or to be the subject of infringing activity) and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material, including at a minimum, if applicable, the URL of the link shown on the Service where such material may be found. - Provide your mailing address, telephone number, and email address. - Include both of the following statements in the body of the Notice: - "I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)." - "I hereby state that the information in this notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed." - Provide your full legal name and your electronic or physical signature.
Deliver the notice, with all items completed, to our Designated Copyright Agent:
Copyright Agent VoyagerX Legal Department Majesta City Tower 1 10F, Seochodaero 38gil 12, Seocho-gu, Seoul, Republic of Korea dmca@voyagerx.com
Payments, Credits, and Subscriptions
Payments. The Service is provided on a paid basis. To help you get started, we may, upon registration, provide you with a limited amount of Credits (as defined below) at no charge. To continue using the Service thereafter, you may purchase Credits as needed, without any subscription, or subscribe to a plan. Details of available pricing options are described on our pricing page.
By agreeing to make payments, you will also agree that all payments will be processed by our U.S. subsidiary, VoyagerX CA, Inc., which serves as the merchant of record for all transactions. For payments, we do not directly collect or store your payment card information, and all transactions are processed through a secure third-party payment processor. Your use of the payment service is subject to the terms of service and privacy policy of our third-party payment processor.
Credits. The Service utilizes a credit system for accessing certain features of the Service. While generating a video requires a certain amount of Credits, other features may require no Credits (such as AI avatar and voice) or additional Credits (such as videos in 4K resolution), depending on the feature or option you use, as described where the relevant feature is offered within the Service. We may add, modify, or remove Credit-consuming features from time to time. "Credits" are a limited, non-transferable, and revocable license to use specific features of the Service. Credits have no cash value, do not constitute personal property, and are not redeemable for any sum of money.
Purchased Credits. You may purchase Credits with or without a subscription, individually or in packs, at the prices listed on our pricing page ("Purchased Credits"). The unit price for Purchased Credits may differ depending on pack size and may differ from that of Subscription Credits (defined below). Purchased Credits are valid for one (1) year from the date of purchase, and no extension of validity period is provided.
Subscription Credits. If you subscribe to a plan (see Subscription below), a certain amount of "Subscription Credits" will be provided. Regardless of your choice of billing term (i.e., monthly or annually), Subscription Credits will be issued on a monthly basis. Each Subscription Credit is valid for three (3) months from its date of issuance. For more details, please refer to our pricing page.
Promotional/Trial Credits. We may, at our sole discretion, provide a limited amount of Credits for trial or promotional purposes ("Promotional Credits"). For example, we may provide Promotional Credits when you sign up to the Service, as described above. Such Promotional Credits are non-transferable, have no cash value, and may be subject to stricter usage limits and shorter validity periods than Subscription Credits or Purchased Credits. We reserve all rights to modify or revoke Promotional Credits at any time, without prior notice.
Consumption of Credits. Credits with the earliest expiration date (i.e., the shortest remaining validity period) will be consumed first, and if the expiration dates are the same, the order of consumption is as follows: Subscription Credits will be consumed first, and then Promotional/Trial Credits will be consumed. Purchased Credits will be consumed last.
Subscription. If you purchase a subscription plan, you authorize us (or our payment processor) to automatically charge the applicable fees to your designated payment method on a recurring basis, i.e., at the end of your then-current subscription term, until such time as you cancel the subscription. **Your subscription will automatically renew at the end of each term for successive periods of equal duration until you cancel.** Depending on your plan, we may, at our discretion, provide differentiated features or service levels, as may be described on our pricing page. In the case of failure of recurring payment, we may attempt to charge the subscription fee one or more times, and if the payment continues to fail, your subscription plan will be changed to the "Free" tier of our pricing plan, but all data and resources stored within your Workspace will remain intact, and any unused Purchased Credits will remain valid for their remaining validity period.
Subscription Pause. Subscribers on an annual billing term may request to pause their subscription at any time, for up to three (3) months in total per calendar year, whether or not consecutive. A pause takes effect from the end of the then-current monthly term of your subscription and applies in units of one (1) month. While your subscription is paused: (i) your subscription term will be extended by the duration of the pause; (ii) no Subscription Credits will be issued; and (iii) your unused Subscription Credits may not be used and their validity periods will be suspended, in each case until your subscription resumes. A pause does not affect your other Credits or your ability to use the Service with them. If you resume your subscription before a full pause month has elapsed, the remainder of that month will be treated as an active subscription month: the days of that month that have already elapsed will be forfeited and will not be extended, carried over, or refunded, and your Subscription Credits for that month will be issued upon resumption. Further details regarding the pause procedure are described in our guide page.
Termination of Subscription. You can choose to cancel your subscription within the Account settings menu of the Service or by contacting us directly via email. If you cancel your subscription, you can only access the features that are available to the "Free" tier of our pricing plan upon the expiration of your then-current subscription term. Any unused Purchased Credits will remain valid for their remaining validity period notwithstanding the termination of your subscription. Please refer to the Refund Policy section for our refund policy.
Refund Policy
To the maximum extent permitted by law, all payments for Credits and subscriptions are non-refundable, including for unused Credits or partially used subscription periods. We strongly recommend that you carefully review your purchase or subscription before you proceed.
Use of Artificial Intelligence (AI)
We use generative artificial intelligence technology in the Service, and all outputs, including output videos, video narrations, and avatars, are generated using generative AI technology. Due to the limitations of generative AI technology, the outputs may be unpredictable, inaccurate, incorrect, and we do not guarantee its usefulness or compliance with laws and regulations related to real estate industry, including Fair Housing Act, rules and regulations of Multiple Listing Services (MLS), laws and regulations of Federal and state governments. ANY RELIANCE ON THE OUTPUTS IS AT YOUR OWN RISK. You are solely responsible for independently verifying the accuracy, legality, and appropriateness of all outputs before use.
Service Level
We use commercially reasonable efforts to make online the Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which we shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving our employees), Internet service provider failure or delay, Non-VoyagerX Application, or denial of service attack.
Beta Features
We may provide features under "beta" stage ("Beta Features") for experimental purpose within the Service. We disclaim all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. You use Beta Features at your own risk. In no event we will be liable for any damages arising out of or related to your use or inability to use Beta Features, including without limitation direct, indirect, incidental, consequential, or special damages, even if advised of the possibility of such damages. Beta Features are not intended to process or store confidential, sensitive, or personal data. We do not make any representations or guarantees regarding the security, availability, or integrity of any data entered into, stored by, or transmitted through the software during the testing period. We do not guarantee continued availability or support of Beta Features and may modify or discontinue Beta Features at any time without notice.
Links, Frames, and Metatags
You may link to the home page of the Service as long as you do not do so in a false or misleading manner. You may not frame the content of the Service. You may not use metatags or any other "hidden text" that incorporates our Service's contents without our express prior written consent.
Links to Other Websites
For your convenience, the Service may contain links to other websites that we think may be of interest to you. We do not endorse or sponsor any third-party websites or the information, products, or services contained on any third-party websites and we have no control over third-party websites or their content. Remember that when you link to or share Service Content on another website, that other website is governed by its own user agreement and privacy statement, which you should read. Access to and use of any third-party website is solely at your own risk.
DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, INCLUDING ALL TEXT, GRAPHICS, LOGOS, AUDIO AND VIDEO CLIPS, PHOTOGRAPHS, AND OTHER CONTENT IS PROVIDED "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE" AND THE ENTIRE RISK OF USE AND PERFORMANCE REMAINS WITH YOU. WE DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, AND HEREBY DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE SITE. IN PARTICULAR, WE MAKE NO WARRANTY THAT THE SITE OR CONTENT: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE OR PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR (D) WILL BE FREE FROM VIRUSES, WORMS, OR OTHER HARMFUL OR MALICIOUS COMPONENTS. NOR DO WE WARRANT THAT ANY DEFECTS OR ERRORS ON THE SITE OR CONTENT WILL BE CORRECTED. WE DO NOT ASSUME ANY LIABILITY RELATING TO DELAYS OR INTERRUPTIONS ATTRIBUTABLE TO THIRD PARTY FAILURES BEYOND OUR CONTROL. THE SITE AND ALL CONTENT OR MATERIALS YOU DOWNLOAD OR OBTAIN FROM THE SITE IS ACCESSED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS THEREFROM.
DISCLAIMER OF CERTAIN DAMAGES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES OF ANY KIND, WHETHER FORESEEABLE OR NOT, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SITE OR THESE TERMS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LIMITATION OF LIABILITY AND EXCLUSIVE REMEDIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND TO THE EXTENT THEY ARE NOT EXCLUDED OR DISCLAIMED UNDER DISCLAIMER OF WARRANTIES AND DISCLAIMER OF CERTAIN DAMAGES, OUR MAXIMUM, AGGREGATE LIABILITY TO YOU, AND YOUR EXCLUSIVE REMEDY UNDER THESE TERMS FOR ANY AND ALL DAMAGES, INJURIES, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THESE TERMS OR THE SITE SHALL BE LIMITED TO THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID US IN THE SIX (6) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00). THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THESE TERMS OR THE SITE WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES. WE AND YOU BOTH AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE OR CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE DATE THE USER KNEW OR SHOULD HAVE KNOWN OF THE EVENT GIVING RISE TO THE CLAIM; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
INDEPENDENT REMEDIES
The exclusion of damages under DISCLAIMER OF CERTAIN DAMAGES is independent of your exclusive remedy in DISCLAIMER OF CERTAIN DAMAGES and it survives even if the exclusive remedy fails of its essential purpose or otherwise is deemed unenforceable. Each of the limitations of liability in DISCLAIMER OF WARRANTIES, DISCLAIMER OF CERTAIN DAMAGES, and LIMITATION OF LIABILITY AND EXCLUSIVE REMEDIES apply without regard to whether loss, liability, or damage arise from (a) breach of contract, (b) breach of warranty, (c) fault or tort, including negligence and misrepresentation, (d) strict liability, or (e) any other cause of action, to the extent the exclusions and limitations are not prohibited by applicable law.
NOTICE ON POTENTIAL LIMITS OF DISCLAIMER OF WARRANTIES, DISCLAIMER OF CERTAIN DAMAGES, AND LIMITATION OF LIABILITY AND EXCLUSIVE REMEDIES
Some jurisdictions do not allow the exclusion or limitation of damages (including incidental or consequential), loss, or liability from intentional acts (including fraud, fraudulent misrepresentation, and failure to disclose defects), product liability, or for death or personal injury. Nothing in DISCLAIMER OF WARRANTIES, DISCLAIMER OF CERTAIN DAMAGES, and LIMITATION OF LIABILITY AND EXCLUSIVE REMEDIES will be interpreted as excluding liability which cannot under applicable law be excluded in those jurisdictions. If you reside or are otherwise subject to the laws in one of those jurisdictions, any statutory entitlement available to you will be deemed limited to the extent (if at all) permissible under that law and, if limitation is not permitted, the limitations and exclusions in this section may not apply to you.
Feedback
We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Service ("Feedback"). By submitting any Feedback, you acknowledge and expressly agree that such Feedback is provided on a non-confidential and non-proprietary basis, and you hereby irrevocably and unconditionally assign to us all right, title, and interest worldwide in and to the Feedback, including but not limited to all intellectual property rights such as patents, copyrights, trade secrets, trademarks, moral rights, and any other proprietary rights therein. To the extent that any such rights cannot be effectively assigned under applicable law, you hereby grant us an unrestricted, irrevocable, perpetual, sublicensable, transferable, worldwide, and royalty-free license to use, reproduce, modify, display, publicly perform, transmit, distribute, and otherwise exploit the Feedback, as well as your name and professional information like brokerage details, in any manner and for any purpose whatsoever, without any notice, compensation, accounting, or obligation to you or any third party. You further agree that we shall be the sole and exclusive owner of any improvements or developments made to the Service based on your Feedback, and your contribution does not and will not grant you any right, title, or interest in the Service. You hereby waive any so-called "moral rights" or similar rights you may have in any Feedback, and you represent that your Feedback does not violate the rights of any third party and is not subject to any confidentiality obligations.
Indemnification
You hereby agree to defend, indemnify, and hold us, our affiliates and subsidiaries, directors, officers, employees, agents, partners, suppliers, and licensors harmless and will keep them indemnified from any and all third-party claim, suit, action, or proceeding, including but not limited to all damages, losses, liabilities, judgments, fines, costs and expenses (including attorneys' fees) arising therefrom or allegedly arising from (a) your use of the Service; (b) your breach of these Terms; (c) your violation of any law or the rights of a third party; or (d) any breach of your representations and warranties set forth in these Terms.
Notices
You agree that we may give you all required notices, agreements, and any other communication by any lawful method electronically, including by posting notices on the Service or by sending notice to any email address you provide to us. For the avoidance of doubt, you consent to receive any legal notices or formal demands via such electronic means to the extent permitted by applicable law. You are responsible for keeping your email address current and checking your email or the Service for updates.
Changes to Terms
We may modify these Terms from time to time. We will provide you with any material changes to these Terms with reasonable time before the changes take effect, via email to your account registered to the Service or through a prominent notice within the Service. For non-material changes, such as formatting or clarifying edits, your continued use of the Service after the "Last Updated" date constitutes your acceptance. We may also notify such non-material changes by a toast message or the notification bar within the Service.
Governing Law; Dispute Resolution; Class Action Waiver
This Agreement and your activities under it, are governed solely by and shall be construed solely in accordance with the laws of the United States and the State of California, without regard to its principles of conflicts of law regardless of your location.
ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND US, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY (EACH, A "DISPUTE"), WILL BE RESOLVED VIA ALTERNATIVE DISPUTE RESOLUTION INSTEAD OF IN COURT BY A JUDGE OR JURY.
In the event of a Dispute, each Party will promptly appoint a knowledgeable, responsible, and authorized representative to meet and negotiate in good faith to resolve the Dispute. The location, form, frequency, duration, and conclusion of these discussions will be left to the discretion of the representatives during the ninety (90) days following appointment of the representatives for the Parties. Discussions and correspondence among the representatives are solely for purposes of a prospective settlement of the Dispute and are exempt from any discovery and/or production in any future proceedings and will not be admissible therein without the concurrence of the Parties.
If a Dispute cannot be settled through these discussions, the Parties agree to attempt to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures during the ninety (90) days following termination of the discussions of the representatives for the Parties. Mediation shall be in the County of San Mateo, California. The Parties will cooperate with one another in selecting a mediation service and will cooperate with the mediation service, and with one another, in selecting a neutral mediator and in scheduling the mediation proceedings. The mediator's fees and expenses will be shared equally between the Parties.
The Parties further agree that any unresolved Dispute following mediation shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator. The place of arbitration shall be the County of San Mateo, California.
The arbitrator will have no authority to award punitive or other damages not measured by the prevailing Party's actual damages, except as may be required by statute. The arbitrator shall award to the prevailing Party, if any, as determined by the arbitrator, all of their costs and fees (e.g., reasonable pre-award expenses of the arbitration, including arbitrator fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone charges, witness fees, and attorneys' fees). Except as may be required by applicable law, neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both Parties. The Parties agree that failure or refusal of a Party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that Party to present evidence or cross-examine witnesses.
YOU FURTHER AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. YOU AGREE THAT WE AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY, AND YOU ARE AGREEING TO GIVE UP ANY LEGAL RIGHT YOU MAY HAVE TO PARTICIPATE IN A CLASS ARBITRATION OR CLASS ACTION.
International Use
vProp servers and operations are located primarily in the United States and our policies and procedures are based primarily on the laws of the United States. Because of this, the following provisions apply specifically to users located outside of the United States: (i) you consent to the transfer, storage, and processing of your information (including Submissions and Personal Data) to and in the United States and/or other countries; (ii) if you are using the Services from a country embargoed by the United States, or are on the United States Treasury Department's list of "Specially Designated Nationals," you are not authorized to access or use the Services; and (iii) you agree to comply with all local laws, rules, and regulations including all laws, rules, and regulations in effect in the country in which you reside and the country from which you access the Services. The Services are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which that would subject us or our affiliates to any registration requirement within such jurisdiction or country.
California Residents
If you are a California resident, in accordance with Cal. Civ. Code §1789.3, 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 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
Miscellaneous
If any provision of these Terms is determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions of these Terms will remain in full force and effect. Section titles are only for convenience and have no legal or contractual significance. We may assign these Terms, in whole or in part, at any time, with or without notice to you. You may not assign, transfer, or sublicense your rights, if any, in the Service or Service Content. If, at any time, we fail to respond to a breach of these Terms by you or others, such failure will not waive our right to act with respect to subsequent or similar breaches. A waiver will only be binding on us if it is in writing and signed by us. These Terms (including any incorporated terms or policies) constitute the entire agreement between you and us with respect to the Service and supersede and replace any prior agreements and understandings, whether written or oral that we might have had between us regarding the Service. Agreement to this Terms does not create any joint venture, partnership, employment or agency relationship between you and us. Both we and you warrant to each other that, in entering these Terms, neither we nor you have relied on or will have any right or remedy based upon any statement, representation, warranty, or assurance other than those expressly stated in these Terms. The preceding sentence will not limit or exclude any liability that cannot be limited or excluded under applicable law. No one other than you and us or our successors and permitted assigns, will have any right to enforce these Terms.
Contact Information
If you have any questions, comments, or concerns about the Service, including materials appearing on the Service, you may contact us by following:
Email: contact@vprop.ai
Postal Address: Majesta City Tower 1 10F, Seocho-daero 38-gil 12, Seocho-gu, Seoul, Republic of Korea