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Terms and Conditions

For good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, you and AcuityLex, Inc. (“vTestify”) hereby agree as follows:
  • Parties; Legally Binding Negotiable Agreement. These terms and conditions of use (the “Agreement”) represent a legally binding negotiable agreement between you and vTestify. If you have agreed to this Agreement on behalf of a corporate or legal entity or on behalf of your client, then this Agreement is a legally binding agreement between such entity and vTestify, and, in the event that you are an attorney signing up for your client, then this Agreement shall be binding on both you and your client. For purposes of this Agreement, the term “you” and “your” shall mean either: (a) you as an individual natural person, if you have agreed to this Agreement on your own behalf; (b) the corporate or legal entity on whose behalf you have entered this Agreement; or (c) in the event that you are an attorney and you have signed up for this Agreement on behalf of your client, then you and your client. Your agreement with this Agreement is evidenced both by your indication of agreement with the terms and conditions of this Agreement, and by the use of any Services (as defined below) which this Agreement governs. If you are a third-party user of vTestify Services (e.g. you are a witness or opposing counsel or invitee to a deposition) and you elect to purchase a copy of content generated using vTestify’s platform, then you agree that these terms shall also apply to you.
  • Applicable Services. This Agreement governs the use of the following products and services (collectively, “Services”): all products and services accessible from the following URL(s):
    • vtestify.com
  • Negotiable Agreement: You are invited to negotiate the terms of this Agreement, subject to the caveat and understanding that vTestify is under no obligation to change any terms or conditions or grant an exception to any terms or conditions. vTestify reserves the right to accept or reject any request for any such change or exemption in its sole discretion. If vTestify does not agree to change any terms and conditions or grant an exception to any terms and conditions to this Agreement, then you must not use the Services unless you agree to this Agreement as it is set forth herein. If vTestify does agree to change any terms and conditions or grant an exception to any terms and conditions of this Agreement, then such agreement will not be valid unless evidenced by a written and signed communication from an authorized representative of vTestify which is countersigned by you, with at least one hard copy original physically delivered to vTestify’s offices. In consideration of extending this invitation to negotiate this Agreement, you hereby agree that: (a) you will maintain in strict secrecy and keep confidential the existence and substance of any requested change or exemption to this Agreement; and (b) if vTestify does agree to change any terms and conditions or grant an exemption from any terms and conditions of this Agreement, then you hereby agree to maintain the strict secrecy and confidentiality of any such change or exemption. If vTestify agrees to make a change or exemption to this Agreement, and you thereafter breach either of the agreements described in the preceding subsections (a) and (b), such change or exemption shall thereupon automatically and without further action of either you or vTestify be annulled and revoked, and your use of the Services shall be governed by the terms and conditions of this Agreement as set forth herein. This offer to negotiate the terms and conditions of this Agreement applies only prior to your indication of assent to this Agreement and the use of any Services to which it pertains.
  • Representations and Warranties: As evidenced by your agreement with the terms and conditions by your Agreement, and by any use of any Services, you hereby represent and warrant to vTestify, on the date that you assent to the terms and conditions of this Agreement, and at any time that you use any Services:
    • You have read all of the terms and conditions of this Agreement.
    • You understand all of the terms and conditions of this Agreement.
    • You have negotiated this Agreement or waived your opportunity to negotiate this Agreement.
    • If you are agreeing to this Agreement on behalf of a corporate or legal entity (or client), that you have authority to bind such corporate or legal entity or client to this Agreement.
    • If you create an vTestify account on behalf of an entity or a client, that you have the legal authority to bind that entity or client to this Agreement.
    • You have not and will not use any false or misleading information while setting up your vTestify account.
    • You will comply with all of the terms and conditions of this Agreement.
    • You will not violate the privacy of others.
    • You will not send spam or malicious code or spyware.
    • You will not engage in any activity that is false or misleading.
    • You will not use the Services to share inappropriate, obscene, pornographic, or illegal content.
    • You will not use the Services to engage in any harmful conduct.
    • You will not engage in any activity that exploits, harms, or threatens children.
    • You will comply with all of the terms and conditions of any third-party, agency, and client obligations which may directly or indirectly pertain to this Agreement and the Services.
    • You will not violate or infringe the rights of any other person or entity.
    • You have all rights to use and upload any content to vTestify’s servers.
    • You will comply with all local, state, national, and international laws and regulations applicable to this Agreement and the Services.
    • You will comply with all rules and regulations of any bar association, court, or other quasi-governmental or regulatory body, including, without limitation, those which regulate the conduct of attorneys and the practice of law.
    • You will not circumvent any restrictions, limitations, or conditions in this Agreement or applicable to the Services.
    • You will not attempt to affect any person’s or entity’s access or use of the Services.
    • You will not assist any other person or entity in engaging in any of the foregoing conduct.
    • You will not sell, transfer, assign, rent, lease, or sublicense vTestify’s code or the Services to anyone.
    • You are not a legal minor and have either reached the age of “majority” where you live or have valid parent or legal guardian consent to be bound by this Agreement. If you do not know whether you have reached the age of majority where you live, or do not understand this section, please ask your parent or legal guardian for help before you create an vTestify account.
    • If you are the parent or legal guardian of a minor that creates an vTestify account, you accept this Agreement on the minor’s behalf and are responsible for all use of the vTestify account and Services, whether the minor’s account is now open or created later.
    If any of these representations and warranties are untrue or misleading, or if you violate any of these representations and warranties, vTestify has the option, but not the obligation, to stop providing Services to you or vTestify may close your account. When investigating alleged violations of this Agreement, vTestify reserves the right to review, reproduce, transmit, copy, and delete your content in order to resolve the issue. However, vTestify cannot monitor the entire Services and make no attempt to do so.
  • Account. You will need an vTestify account to use the Services. You indicate your assent to this Agreement by establishing, maintaining an vTestify account. Your account with vTestify will be subject to all the terms and conditions of this Agreement and to the following terms:
    • You can create an vTestify by signing up online. You agree not to use any false, inaccurate or misleading information when signing up for your vTestify account. In some cases, a third party, like your internet service provider, employer, or law firm, may have assigned an vTestify account to you. If you received your vTestify account from a third party, the third party may have additional rights over your account, like the ability to access or delete your vTestify account. Please review any additional terms the third party provided you, as vTestify has no responsibility regarding these additional terms. You cannot transfer your vTestify account to another user or entity. To protect your account, keep your account details and password confidential. You are responsible for all activity that occurs under your vTestify account.
    • You can close your vTestify account at any time and for any reason. To close your account please submit a request to: support@vtestify.com.
    • If your Services are canceled or your vTestify account is closed (whether by you or vTestify), the following occurs: (a) your right to use the Services stops immediately and your license to use the software related to the Services ends; and (b) vTestify will delete all of your content (unless vTestify is required by law to keep it). You should have a regular backup plan because vTestify will not be able to retrieve your content or data once your account is closed.
    • To use the Services, you will need an internet connection and/or data/cellular plan. You will also need additional equipment including a computer with a camera. You are responsible for providing all connections, plans, and/or equipment needed to use the Services and for paying the fees charged by the provider(s) of your connections, plans, and equipment. Those fees are in addition to any fees you pay us for the Services and vTestify will not reimburse you for such fees. Check with your provider(s) to determine if there are any such fees that may apply to you.
    • When there’s something important to tell you about a Service you use, we’ll send you service notifications to the email associated with your vTestify account. If you authorized use of your phone number for your vTestify account or vTestify account, then vTestify may send notifications to you via SMS (text message). Data or messaging rates may apply when receiving notifications via SMS.
    • Content. Our Services allow you to store or share content or receive material from others. vTestify does not claim ownership of any content. Your content remains your content and you are responsible for it. You hereby agree to indemnify, defend, and hold vTestify harmless from and against any claims or causes of action or losses, damages, costs, or expenses of any kind arising from or related to your content. When you share your content with other people, you understand that they may be able to, on a worldwide basis, use, save, record, reproduce, transmit, display content without compensating you. If you do not want others to have that ability, do not use the Services to share your content. To the maximum extent permitted by applicable law the extent necessary to provide the Services to you and others, to protect you and the Services, and to improve vTestify products and services, you grant to vTestify a worldwide and royalty-free intellectual property license to use your content, for example, to make copies of, retain, transmit, reformat, display, and distribute via communication tools your content on the Services, provided that we will not publicly display your content or display your content to an unauthorized user without your consent, unless otherwise compelled by law. You hereby agree that all persons that you invite to view content, including a deposition, shall be regarded as “users” and shall be entitled to independently view, download, and purchase a copy of any content generated through use of vTestify’s Services to which they were invited to the same extent that you can. By inviting a witness, deponent, opposing counsel, or any other third party to monitor any content generated using vTestify’s Services, you hereby waive any right or claim to assert that any such persons are not entitled to access the content from vTestify’s system to the same extent that you are.
    • Service Availability.
      • The Services, or material, content or products offered through the Services may be unavailable from time to time, may be offered for a limited time, or may vary depending on your region or device. If you change the location associated with your vTestify account, you may need to re-acquire the material or applications that were available to you and paid for in your previous region.
      • vTestify strives to keep the Services up and running; however, all online services suffer occasional disruptions and outages, and vTestify is not liable for any disruption or loss you may suffer as a result. In the event of an outage, you may not be able to retrieve your content or data that you have stored. vTestify recommends that you regularly backup your content that you store.
    • Updates to the Services or Software, and Changes to This Agreement.
      • vTestify may change the terms of this Agreement at any time, and vTestify will make efforts to notify you when vTestify does so. Failure by vTestify to notify you does not abrogate or release your obligation to otherwise comply with this Agreement, as may be modified by vTestify from time to time. Using the Services after the changes become effective means you agree to the new terms. If you don’t agree to the new terms, you must stop using the Services, close your vTestify account. You hereby agree that vTestify is under no obligation to provide any previous iterations of this Agreement.
      • Sometimes you’ll need software updates to keep using the Services. We may automatically check your version of the software and download software updates or configuration changes, including those that prevent you from accessing the Services, or taking illegal or unauthorized actions. You may also be required to update the software to continue using the Services. Such updates are subject to this Agreement unless other terms accompany the updates, in which case, those other terms apply. vTestify isn’t obligated to make any updates available and vTestify does not guarantee that it will support the version of the system for which you licensed the software.
      • Additionally, there may be times when vTestify may need to remove or change features or functionality of the Services or stop providing a Services or access to third-party content and Services altogether. vTestify may release the Services or their features in a beta version, which may not work correctly or in the same way the final version may work.
    • Payment Terms. If you purchase a Service, then these payment terms apply to your purchase and you agree to them..
      • Charges. If there is a charge associated with a portion of the Services, you agree to pay that charge. The price stated for the Services excludes all applicable taxes and currency exchange settlements, unless stated otherwise. You are solely responsible for paying such taxes or other charges. Taxes are calculated based on your location at the time your vTestify account was registered. We may suspend or cancel the Services if vTestify does not receive an on time, full payment from you. Suspension or cancellation of the Services for non-payment could result in a loss of access to and use of your account and its content. Connecting to the Internet via a corporate or other private network which masks your location may cause charges to be different from those displayed for your actual location.
      • Your Billing Account. To pay the charges for a Service, you will be asked to provide a payment method at the time you sign up for that Service. You agree to permit vTestify to use any updated account information regarding your selected payment method provided by your issuing bank or the applicable payment network. You agree to keep your billing account and contact information current at all times. Changes made to your billing account will not affect charges vTestify submits to your billing account before vTestify could reasonably act on your changes to your billing account.
      • Billing. By providing vTestify with a payment method, you (i) represent that you are authorized to use the payment method that you provided and that any payment information you provide is true and accurate; (ii) authorize vTestify to charge you for the Services or available content using your payment method; and (iii) authorize vTestify to charge you for any paid feature of the Services that you choose to sign up for or use while this Agreement are in force. vTestify may bill you (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis for subscription Services. Also, vTestify may charge you up to the amount you have approved, and vTestify will notify you in advance of any change in the amount to be charged for recurring subscription Services. vTestify may bill you at the same time for more than one of your prior billing periods for amounts that haven’t previously been processed.
      • Recurring Payments. If you purchase the Services on a subscription basis (e.g., monthly, every 3 months or annually (as applicable)), you acknowledge and agree that you are authorizing recurring payment, and payments shall be made to vTestify by the method you have chosen at the recurring intervals chosen by you, until the subscription for that Service is terminated by you or by vTestify. By authorizing recurring payments, you are authorizing vTestify to process such payments as either electronic debits or fund transfers, or as electronic drafts from your designated account (in the case of Automated Clearing House or similar payments), or as charges to your designated account (in the case of credit card or similar payments) (collectively, “Electronic Payments”). Subscription fees are generally billed or charged in advance of the applicable subscription period. If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, vTestify or its service providers reserve the right to collect any applicable return item, rejection or insufficient funds fee and to process any such payment as an Electronic Payment.
      • Automatic Renewal. Provided that automatic renewals are allowed in your state, vTestify will inform you by email on file with vTestify before automatically renewing your Services, unless purchased on a subscription basis. Once vTestify has informed you that the Services will be automatically renewed, vTestify may automatically renew your Services and charge you the then current price for the renewal term. vTestify will also remind you that vTestify will bill your chosen payment method for the Services renewal, whether it was on file on the renewal date or provided later. vTestify will also provide you with instructions on how you may cancel the Services. You must cancel the Services before the renewal date to avoid being billed for the renewal.
      • Statement/Invoice and Errors. vTestify will provide you with a billing statement/invoice. This is the only billing statement that vTestify will provide. If vTestify makes an error on your bill, you must tell vTestify within 90 days after the error first appears on your bill. vTestify will then promptly investigate the charge. If you do not tell vTestify within that time, you release vTestify from all liability and claims of loss resulting from the error and vTestify won’t be required to correct the error or provide a refund. If vTestify has identified a billing error, vTestify will correct that error within 90 days.
      • Refund Policy. Unless otherwise provided by law or by a particular Services offer, all purchases are final and non-refundable. If you believe that vTestify has charged you in error, you must contact vTestify within 90 days of such charge. No refunds will be given for any charges more than 90 days old. vTestify reserves the right to issue refunds or credits at vTestify’s sole discretion. If vTestify issues a refund or credit, vTestify is under no obligation to issue the same or similar refund in the future. This refund policy does not affect any statutory rights that may apply.
      • Canceling the Services. You may cancel a Service at any time, with or without cause. To cancel a Service and request a refund, if you are entitled to one, send an email to accounting@vtestify.com. You should refer back to the offer describing the Services as (i) you may not receive a refund at the time of cancellation; (ii) you may be obligated to pay cancellation charges; (iii) you may be obligated to pay all charges made to your billing account for the Services before the date of cancellation; or (iv) you may lose access to and use of your account when you cancel the Services. If you cancel, your access to the Services ends at the end of your current Service period or, if vTestify bills your account on a periodic basis, at the end of the period in which you canceled.
      • Trial-Period Offers. If you are taking part in any trial-period offer, you must cancel the trial Service(s) by the end of the trial period to avoid incurring new charges, unless vTestify notifies you otherwise. If you do not cancel the trial Service(s) by the end of the trial period, vTestify may charge you for the Service(s).
      • Promotional Offers. From time to time, vTestify may offer Services for a trial period during which vTestify will not charge you for the Services. vTestify reserves the right to charge you for such Services (at the normal rate) in the event that vTestify determines (in its reasonable discretion) that you are breaching the terms and conditions of the offer.
      • Price Changes. vTestify may change the price of the Services at any time and if you have a recurring purchase, vTestify will notify you by email before the price change. If you do not agree to the price change, you must cancel and stop using the Services before the price change takes effect. If there is a fixed term and price for your Service offer, that price will remain in force for the fixed term.
      • Payments to You. If vTestify owes you a payment, then you agree to timely and accurately provide vTestify with any information vTestify needs to get that payment to you. You are responsible for any taxes and charges you may incur as a result of this payment to you. You must also comply with any other conditions vTestify places on your right to any payment. If you receive a payment in error, vTestify may reverse or require return of the payment. You agree to cooperate with vTestify in vTestify’s efforts to do this. vTestify may also reduce the payment to you without notice to adjust for any previous overpayment.
    • Contracting Entity. Under this Agreement, you are contracting with AcuityLex, Inc., 2054 Kildaire Farm Rd. Cary, NC 27518. vTestify’s address is subject to change at any time.
    • Location of Services. To the maximum extent permitted by law, all Services hereunder shall be deemed to occur within the State of North Carolina.
    • Choice of Law and Place to Resolve Disputes. To the maximum extent permitted by applicable law, all disputes, claims, controversies, and other matters relating to the interpretation and enforcement of this Agreement, shall be construed in accordance with and governed pursuant to the laws of the State of North Carolina and adjudicated in the state or Federal courts located in Raleigh, North Carolina. To the maximum extent permitted by applicable law, you and vTestify irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Wake County, North Carolina, for all disputes arising out of or relating to this Agreement or the Services that are heard in court (excluding arbitration and small claims court). FOR THE AVOIDANCE OF DOUBT, YOU HEREBY WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO USE OR REQUIRE ANY DISPUTE RESOLUTION PROCEDURE, OR OTHERWISE PURSUE ANY OF YOUR RIGHTS OR REMEDIES, WHETHER ARISING UNDER LAW, EQUITY, CONTRACT, OR OTHERWISE, OTHER THAN IN THE MANNER CONTEMPLATED IN THE PRECEDING SENTENCES OF THIS SECTION 12. Solely to the extent expressly required by the law of the state in which you reside or are domiciled, and to the extent that such requirement cannot be waived, then the law of the state in which you reside shall apply, provided that, in such event, the Federal Arbitration Act governs all provisions relating to arbitration, and to the extent that North Carolina choice of law and venue does not apply, then, to the maximum extent permitted by applicable law, you agree to resolve all disputes in accordance with Section 15 of this Agreement. FOR THE AVOIDANCE OF DOUBT, IT IS THE INTENT OF THE PARTIES THAT, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL DISPUTES SHALL BE RESOLVED IN THE FEDERAL OR STATE COURTS LOCATED IN RALEIGH, NORTH CAROLINA, PURSUANT TO NORTH CAROLINA STATE LAW; ONLY TO THE EXTENT THAT APPLICABLE LAW PROHIBITS vTestify FROM REQUIRING DISPUTES TO BE RESOLVED IN ACCORDANCE WITH NORTH CAROLINA LAW SHALL THE EXCEPTIONS TO THE PROVISIONS SET FORTH IN THIS ARTICLE 12 APPLY, IN WHICH CASE THE ARBITRATION PROVISIONS SET FORTH IN ARTICLE 15 SHALL APPLY.
    • Warranties. vTestify, AND OUR AFFILIATES, RESELLERS, DISTRIBUTORS, AND VENDORS, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT vTestify PROVIDES THE SERVICES ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.” YOU BEAR THE ENTIRE RISK OF USING THE SERVICES. vTestify DOESN’T GUARANTEE THE ACCURACY OR TIMELINESS OF INFORMATION AVAILABLE FROM THE SERVICES. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW AND APPLICABLE LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THIS AGREEMENT IS INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE, TO THE EXTENT THEY ARE NOT WAIVABLE, PROVIDED THAT, TO THE EXTENT THEY ARE WAIVABLE, YOU HEREBY WAIVE SUCH RIGHTS. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. vTestify DOES NOT GUARANTEE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WON’T OCCUR, NOR DOES vTestify GUARANTEE ANY CONNECTION TO OR TRANSMISSION FROM THE COMPUTER NETWORKS. WITHOUT LIMITING THE FOREGOING, vTestify DOES NOT GUARANTEE THAT ANY DEPOSITION PREPARED USING THE vTestify PLATFORM WILL BE ADMISSIBLE IN COURT. vTestify DOES NOT GUARANTEE THAT OPPOSING PARTY OR COUNSEL WILL REFRAIN FROM OBJECTING TO THE ADMISSIBILITY OF ANY DEPOSITION PREPARED USING THE vTestify PLATFORM IN COURT. vTestify DOES NOT GUARANTEE THAT ANY DEPOSITION PREPARED USING THE vTestify PLATFORM WILL BE SUPERIOR TO ANY OTHER DEPOSITION PREPARED USING OTHER MEANS.
    • Limitation of Liability. To the maximum extent permitted by applicable law, if you have any basis for recovering damages (including breach of this Agreement), you hereby agree that your exclusive remedy is to recover, from vTestify or any affiliates, resellers, distributors, third-party service providers, and vendors, direct damages up to an amount equal to your Services fee for the month during which the breach occurred (or up to $10.00 if the Services are free). You hereby waive and disclaim any right to recover any other damages or losses, including, without limitation, direct, consequential, lost profits, special, indirect, incidental, or punitive, including, without limitation, lost income or lost profits. These limitations and exclusions apply even if this remedy doesn’t fully compensate you for any losses or fails of its essential purpose or if vTestify knew or should have known about the possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to anything or any claims related to this Agreement, the Services, or the software related to the Services. These limitations also apply under whatever theory you allege damages, whether legal, equitable, contractual, in tort, or otherwise.
    • Binding Arbitration and Class Action Waiver If You Live In (or If a Business Your Principal Place of Business Is In) the United States. vTestify hopes we never have a dispute, but if we do, you and vTestify agree to try for 60 days to resolve it informally. If we can’t, then, solely to the extent that applicable law prohibits the waiver of any choice of law or venue other than set forth in Section 12 hereof, you and vTestify agree to binding individual arbitration before the American Arbitration Association (“AAA”) under the Federal Arbitration Act (“FAA”), and not to sue in court in front of a judge or jury. Instead, a neutral arbitrator will decide and the arbitrator’s decision will be final except for a limited right of appeal under the FAA. Class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity aren’t allowed. Nor is combining individual proceedings without the consent of all parties. vTestify includes vTestify and vTestify’s affiliates and your mobile phone carrier. To the maximum extent permitted by applicable law, to the extent that a choice of state law is required in connection with any arbitration disputes, the law of the State of North Carolina shall apply.
      • Disputes Covered Everything Except IP. The term “dispute” is as broad is it can be. It includes any claim or controversy between you and vTestify concerning the Services, the software related to the Services, the Services’ or software’s price, your vTestify account, or this Agreement under any legal theory including contract, warranty, tort, statute, or regulation, except disputes relating to the enforcement or validity of your, your licensors’, vTestify, or vTestify’s licensors’ intellectual property rights.
      • Mail a Notice of Dispute First. If you have a dispute and vTestify’s customer service representatives can’t resolve it, email a Notice of Dispute to support@vtestify.com and, if thereafter requested by vTestify, send a Notice of Dispute by U.S. Mail to AcuityLex, Inc., at the address thereafter provided (or to your mobile phone carrier at its principal place of business in the United States marked ATTN: Legal Department). Tell us your name, address, how to contact you, what the problem is, and what you want. vTestify will do the same if vTestify has a dispute with you. After 60 days, you or vTestify may start an arbitration if the dispute is unresolved.
      • Small Claims Court Option. Instead of mailing a Notice of Dispute, solely to the extent not waivable by applicable law in the state in which you reside, you may sue us in small claims court in your county of residence (or if a business your principal place of business) or Wake County, North Carolina, USA. if you meet the court’s requirements. vTestify hopes you’ll mail a Notice of Dispute and give us 60 days to try to work it out, but you don’t have to before going to small claims court. NOTWITHSTANDING THE FOREGOING, YOU HEREBY WAIVE THE RIGHTS PROVIDED UNDER THIS SUBSECTION (C), AND AGREE NOT TO SUE US IN SMALL CLAIMS COURT IN YOUR COUNTY OF RESIDENCE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
      • Arbitration Procedure. The AAA will conduct any arbitration under its Commercial Arbitration Rules. For more information, see www.adr.org or call 1-800-778-7879. To start an arbitration, submit a form conforming to AAA requirements to the AAA and mail a copy to vTestify. In a dispute involving $25,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. Any in-person hearing will take place in your county of residence (or if a business your principal place of business) or vTestify’s principal place of business- Wake County, North Carolina if your dispute is with vTestify. You choose. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief only to you individually to satisfy your individual claim.
      • Arbitration Fees and Payments. The AAA rules will govern payment of filing fees and the AAA’s and arbitrator’s fees and expenses.
      • Conflict with AAA Rules. This Agreement governs to the extent they conflict with the AAA’s Commercial Arbitration Rules or Consumer Arbitration Rules.
      • Must File Within One Year. You and vTestify must file in small claims court or arbitration any claim or dispute (except intellectual property disputes) within one year from when it first could be filed. Otherwise, you and vTestify hereby agree that such claim is permanently barred.
      • Rejecting Future Arbitration Changes. You may reject any change vTestify makes to section 15 (except address changes) by sending us notice within 30 days of the change by U.S. Mail to the address in section 15.b. If you do, the most recent version of section 15 before the change you rejected will apply.
      • Severability, If the class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, then those parts won’t be arbitrated but will proceed in court, with the rest proceeding in arbitration. If any other provision of section 15 is found to be illegal or unenforceable, that provision will be severed but the rest of section 15 still applies.
      • Mobile Phone Carrier as Third-Party Beneficiary. Your mobile phone carrier is a third-party beneficiary of your agreement with vTestify to resolve disputes through informal negotiation and arbitration.
    • Miscellaneous. This section, and Articles 12-15, 21, 22, 24, and those that by their terms apply after this Agreement ends will survive any termination or cancellation of this Agreement. We may assign this Agreement, in whole or in part, at any time without notice to you. You may not assign your rights or obligations under this Agreement or transfer any rights to use the Services. This is the entire agreement between you and vTestify for your use of the Services. It supersedes any prior agreements between you and vTestify regarding your use of the Services. All parts of this Agreement applies to the maximum extent permitted by relevant law. If a court or arbitrator holds that vTestify can’t enforce a part of this Agreement written, you agree that vTestify may replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of this Agreement won’t change. Section 15(i) says what happens if parts of section 15 (arbitration and class action waiver) are found to be illegal or unenforceable. Section 15(i) prevails over this section if inconsistent with it. Except for Section 15 (arbitration and class action waiver) this Agreement is solely for your and vTestify’s benefit; they aren’t for the benefit of any other person, except for vTestify’s successors and assigns.
    • Notices and procedure for making claims of intellectual property infringement. vTestify respects the intellectual property rights of third parties. If you wish to send a notice of intellectual property infringement, including claims of copyright infringement, please send an email to: accounting@vtestify.com. ALL INQUIRIES NOT RELEVANT TO THIS PROCEDURE WILL NOT RECEIVE A RESPONSE. vTestify uses the processes set out in Title 17, United States Code, Section 512 to respond to notices of copyright infringement. In appropriate circumstances, vTestify may also disable or terminate accounts of users of vTestify services who may be repeat infringers.
    • Copyright and trademark notices. The Services are copyright © 2019 AcuityLex, Inc. and/or its suppliers, 2054 Kildaire Farm Rd Cary, NC 27518, U.S.A. All rights reserved. vtestify.com, AcuityLex, Inc., and the names, logos, and icons of all vTestify products, software, and services may be either trademarks or registered trademarks of vTestify in the United States and/or other countries. The names of actual companies and products may be the trademarks of their respective owners. Any rights not expressly granted in this Agreement is reserved.
    • IP Rights; No Reverse Engineering. Nothing in this Agreement gives you any rights or claim to any intellectual property rights of any kind owned or used or licensed or incorporated by vTestify in the Services. To the maximum extent permitted by applicable law, you agree you will not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how or other information from the binary code portions of the vTestify’s software code and technology (collectively, “Reverse Engineering”) or permit or induce the foregoing. If however, directly applicable law prohibits enforcement of the foregoing, you may engage in Reverse Engineering solely for purposes of obtaining such information as is necessary to achieve interoperability of independently created software with the vTestify code, or as otherwise and to the limited extent permitted by directly applicable law, but only if: (a) Reverse Engineering is strictly necessary to obtain such information; and (b) you have first requested such information from vTestify and vTestify has failed to make such information available (for a fee or otherwise) under reasonable terms and conditions.
    • Indemnity and Waiver. You agree to indemnify, defend, and hold vTestify and its affiliates, officers, directors, agents, service providers, partners, and employees harmless from any claim, demand or allegation made by any third party, and all related losses, damages, liabilities, costs and expenses (including attorneys’ fees), that it is any way related to:
      • Any action against us by any state bar(s) (or such similar organizations overseeing or regulating the practice of law in your state) to which you subject;
      • your use of the Services;
      • use of the Service by the users of your products or systems;
      • Any content you generate or use, and any adverse ruling by any court related to any of the same;
      • Your products, including any content, services or advertisements on your products or that you incorporate with the Service;
      • any claims for copyright infringement, defamation, invasion of privacy or right of publicity arising out of or in connection with any unauthorized use of the Service; and
      • your breach of any representation, warranty or covenant included in this Agreement.
      The foregoing indemnity provision shall be in addition to and not in lieu of any other indemnification obligations set forth in this Agreement.
    • Incorporation by Reference of Third-Party Terms. vTestify utilizes one or more platforms or systems by third parties. vTestify does not provide any greater or different representations or assurances with respect to these third party components utilized in the Services than these third parties provide to vTestify. All terms and conditions set forth in the third parties’ terms of use which are required to be set forth in this Agreement are hereby incorporated herein by reference as if fully set forth herein.
    • vTestify is not a law firm and does not provide legal services or engage in the practice of law. No attorney-client relationship and no attorney-client privilege exists between you, your entity, or your client, and vTestify.
    • ADMISSIBILITY; FURTHER ASSURANCES. By accessing the vTestify platform, you, each user, and each other or entity person party to, subject to, or otherwise involved with, any legal dispute, suit, arbitration, mediation, deposition, interview, proceeding, hearing, or other legal matter (each, a “Proceeding”), which the vTestify platform is used to record and prepare an audio-visual record of, hereby agree with vTestify and with each other party to such Proceeding, that each such party shall not assert that any such content is inadmissible in any court or in connection with any such Proceeding, and shall not object to the other party’s use or introduction of any such content in any such Proceeding, and shall jointly move and request of any court, arbitrator, or other finder of fact (whether by live hearing, written motion, signed letter, or otherwise) that any and all such content be introduced and admissible into any such Proceeding, for all purposes related thereto, and shall execute and deliver any and all documents, and do any and all things, reasonably requested by the other party to such Proceeding in furtherance of the foregoing. The covenant set forth in this paragraph constitutes a material inducement to induce all counterparty(ies) and the Court, arbitrator(s), or other finder(s) of fact to accept the testimony that will be generated using the vTestify platform, and is given in partial consideration of the convenience, time savings, cost savings, travel savings, and other substantial benefits that the users of the vTestify platform will obtain through use of the vTestify platform.