EFFECTIVE AS OF APRIL 1, 2023, EXCEPT THAT IF YOU HAVE PREVIOUSLY AGREED TO A VERSION OF THESE TERMS BEFORE APRIL 1, 2023 THESE UPDATEDTERMS SHALL BE EFFECTIVE AS OF MAY 31, 2023 FOR YOU.

Our services enable connectivity and the easy integration of telecommunications and e-mail capabilities into software applications, including mobile, web-based and desktop applications.

This is our Terms of Service, and it covers services provided by both VVPUSA and it's business units. Our services consist of both the platform and connectivity services that VVPUSA provides to you. Also, if we get into a dispute which can't be resolved, the dispute will go to arbitration which is covered in section 18.

In these Terms of Service

(hereafter “Agreement” or “Terms”), “we,”“us,”“our” or “VVPUSA” will refer collectively to VVPUSA, 21837 W. 176th Terrace, Olathe, KS. 66062, and the terms “you,”“your” and “Customer” will refer to you. To be eligible to register for a VVPUSA account in order to use the Services, you must review and accept these Terms by clicking on the “I Accept”

or

“Get Started” button or other mechanism provided. If you are registering for a VVPUSA account in order to use the Services on behalf of an organization, then you are agreeing to these Terms for that organization and promising to VVPUSA that you have the authority to bind that organization to these Terms (and, in which case, the terms “you” and “your” or “Customer” will refer to that organization). The exception to this is if that organization has a separate written agreement with VVPUSA covering the use of the Services, in which case that agreement will govern such use.

PLEASE REVIEW THESE TERMS CAREFULLY. ONCE ACCEPTED, THESE TERMS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND VVPUSA. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CLICK THE “I ACCEPT” OR “GET STARTED” BUTTON AND YOU SHOULD NOT USE THE SERVICES.

When we refer to the “Services” in these Terms, we mean to include the whole enchilada - - including both: (1) the “VVPUSA Services” which are the services offered and provided by VVPUSA to you, which are generally comprised of: (a) our platform services, including the application programming interface for the VVPUSA Services and any cloud-based software provided to you by VVPUSA in connection with your use of the platform services, and programs, features, functions, developer tools, and report formats, and subsequent updates or upgrades of any of the foregoing made generally available by VVPUSA, and (b) connectivity services, which include the interconnection capabilities embedded within the VVPUSA Services that link the VVPUSA Services to the telecommunications providers’ networks (including fixed-line, cellular, wireless, high-bandwidth, and/or fiber optic cable) via the Internet.

When we refer to the “VVPUSA API” we mean an application programming interface for the Services (or feature of the Services) provided to you by us.

When we refer to the “Documentation” we mean all of the VVPUSA API instruction manuals and guides, code samples, manuals, guides, on-line help files and technical documentation made publicly available by us for the Services, and as may be updated from time to time.

When we refer to the “Customer Application” we mean a software application, which includes any software application that you create using developer tools provided by us, that interfaces with the Services and includes any services (web-based or other services) made available by you through that application.

IMPORTANT NOTE: THESE TERMS LIMIT OUR LIABILITY TO YOU. For more details, go to Section 14.

IN ADDITION, DISPUTES RELATED TO TERMS OR RELATED TO YOUR USE OF THE SERVICES GENERALLY MUST BE RESOLVED BY BINDING ARBITRATION AND ON AN INDIVIDUAL BASIS ONLY. For more details, go to Section 18.

If you have any questions, you can reach VVPUSA at info@VVPUSA.net

These terms might change. But we’ll send you an e-mail and let you know before we make any significant changes that impact you or your use of our services. If you keep using our services after the terms change, then you have accepted those changes.

We may revise these Terms from time to time. If we do, those revised Terms will supersede prior versions. Unless we say otherwise, revisions will be effective upon the effective date indicated at the top of these Terms. We will provide you advance notice of any material revisions. This notice will be provided in your Txtriaor Mobile Drips account portal or via an e-mail to the e-mail address owner of your VVPUSA / Mobile Drips account. For other revisions, we will update the effective date of these Terms at the top of the page. We encourage you to check the effective date of these Terms whenever you visit Txtria’s website or log in to your account. Your continued access or use of the Services constitutes your acceptance of any revisions. If you do not agree to the revisions, you should stop using the Services.

If you want to use our services, you need to create a VVPUSA account. To create a VVPUSA account, you need to give us some information about yourself. The information you provide must be true and kept up to date.

You are responsible for anything that happens under each of your VVPUSA accounts, including anything the users of your application do while using your application.

Also, for some phone numbers, we need to have a physical address on file for you. So, please send us your new physical address if you move.

To use the Services, you will be asked to create a VVPUSA account. As part of the account creation process, you’ll be asked to provide your e-mail address, create a password, and verify that you’re a human being by providing a telephone number to which we’ll send you a verification code to enter into a form. Until you register for a VVPUSA account, your access to the Services will be limited to what is available to the general public. When registering for a VVPUSA account, you must provide true, accurate, current and complete information about yourself as requested during the account creation process. You may also create sub-accounts within each VVPUSA account. You must keep that information true, accurate, current and complete after you create each VVPUSA account.

You are solely responsible for all use (whether or not authorized) of the Services under your VVPUSA account(s) and any subaccount(s), including the quality and integrity of your Customer Data and each Customer Application (as defined below). You are also solely responsible for all acts and omissions of anyone who has access to or otherwise uses any Customer Application (“End Users”). You agree to take all reasonable precautions to prevent unauthorized access to or use of the Services and will notify us promptly of any unauthorized access or use. We will not be liable for any loss or damage arising from unauthorized use of your VVPUSA account(s). You will be solely responsible, at your own expense, for acquiring, installing and maintaining all hardware, software and other equipment as may be necessary for you and each End User to connect to, access, and use the Services.

We want to make our services available for you to use 24/7, but things happen that occasionally (very occasionally) make our services unavailable due to circumstances out of our control

You and your affiliates may use our APIs and published documentation to create your application that your end users can use so long as you, your affiliates, and your end users comply with these terms, and with respect to the VVPUSA services our Acceptable Use Policy.

3.1 Provision of the VVPUSA Services. We will make the VVPUSA Services available to you in accordance with this service level agreement (“VVPUSA SLA”), which may be updated from time to time.

You may use the VVPUSA Services, on a non-exclusive basis, solely to:

a. Use the Documentation and VVPUSA APIs as needed to develop your Application;

b. Use and make the VVPUSA Services available to End Users in connection with the use of each Customer Application in accordance with the Documentation and our Acceptable Use Policy;

c. Use the VVPUSA Services solely in connection with and as necessary for your activities pursuant to these Terms; and

d. Allow your affiliates to use the VVPUSA Services (subject to Section 8 (Affiliates)) pursuant to this Section 3.

• If necessary to provide you with our services;
• To address technical issues, provide support or maintain our services;
• If we need to protect VVPUSA, other customers, or the public;
• If there is an emergency; or
• If the law requires.

If we make reference to ‘law’ or ‘laws’ in these terms, we mean laws in the traditional sense, statutes, regulations, rules, government or court orders or judgments, etc.

• 4.1 Use of Customer Data “Customer Data” consists of data and other information made available to us through the use of the Services under these Terms, including, Customer Usage Data and Customer Content.

  “Customer Content” shall mean (a) content exchanged by means of use of the VVPUSA Services, such as text, message bodies, voice and video media, images, and sound; (b) data stored on Customer’s behalf via the VVPUSA Services such as communication logs; (c) personal data sent via the VVPUSA Services such as sender, recipient, and copy recipient identification information (first and last name), contact information

  “Customer Service Data” shall mean aggregated, non-personally identifiable data or information (data or information that does not identify an entity or natural person as the source thereof) resulting from Customer’s and its End Users’ use and operation of the TxtriaServices, including information relating to volumes, frequencies, bounce rates or any other information regarding sms and other communications Customer or its End Users generate and send using the VVPUSA Services.

  You acknowledge that you have read our “Privacy Policy” which shall mean (a) for the VVPUSA Services, this VVPUSA Privacy Policy (“Txtria's Privacy Policy”) and understand that it sets forth how we will collect, store, and use your Customer Data. If you do not agree with our Privacy Policies, then you must stop using the Services immediately.

  You instruct us to use and disclose Customer Data as necessary to (a) provide the Services consistent with Txtria's then-current Privacy Policy, Section 11.4, and this Section 4, including detecting, preventing, and investigating security incidents, fraud, spam, or unlawful use of the Services, and (b) respond to any technical problems or your queries and ensure the proper working of the Services. You acknowledge, that SMS is an insecure medium that is generally not encrypted in transit and security of information transmitted through the Internet can never be guaranteed and, accordingly, we are not responsible for any interception or interruption of any communications through the internet or for changes to or loss of Customer Data in connection with the Services.

  As a reference, when we refer to “Law” in these Terms, we mean any statute, law, ordinance, regulation, rule, judgment or order of a government, court, or tribunal of competent jurisdiction, including, without limitation, any data protection laws, privacy laws, any laws that requires you to obtain consent from an End User or provide notice to an End User in connection with such End User’s use of each Customer Application, any state, federal, and international laws, regulations, and rules related to the recording or monitoring of telephone calls, SMS messages, or other communications, the U.S. Foreign Corrupt Practices Act, rules established by the Federal Communications Commission, any federal or state anti-spam statute or regulation, including the CAN SPAM Act of 2003, or any federal or state statute or regulation prohibiting the dissemination of unsolicited communications, including the Telephone Consumer Protection Act of 1991 (TCPA).

  If you ever stop using VVPUSA , then we may keep your metadata. What is metadata? See below.* We may use and disclose metadata that we have as a result of your use of our services for limited purposes or as the law requires us to do so until we no longer have a use for that metadata. No matter what, we will not violate our confidentiality obligations to you in Section 11.4.

  You have the ability to obtain a copy of and delete any communications content via our services, unless the law says otherwise. contact VVPUSA services at info@VVPUSA.com. Any stored communications content will be deleted within specific timeframes if these terms terminate, unless the law says otherwise.

  * “What is metadata?” Metadata is data that “describes other data” or “summarizes basic information about data, which can make finding and working with particular instances of data easier.” If you want to better understand metadata, it is probably best if you look it up and read about it.

• 4.2 Return and Deletion of Customer Usage Data & Customer Content Upon termination of these Terms, we may retain, use, and disclose Customer Usage Data: (a) for Txtria’s accounting, tax, billing, audit, and compliance purposes; (b) to investigate fraud, spam, or unlawful use of the Services; and/or (c) as required by applicable Law, provided that the retention, use, and disclosure of such Customer Usage Data for the foregoing purposes is subject to the confidentiality obligations as set forth in Section 11.4. We shall anonymize or otherwise delete Customer Usage Data after we no longer require it for the foregoing purposes.

• 4.2.1 Customer Content within the VVPUSA Services. We provide you the ability to obtain a copy of and delete Customer Content via the VVPUSA Services. You agree that you are solely responsible for obtaining a copy of and deleting Customer Content via the VVPUSA Services. Upon termination of this Agreement, we will: (i) provide you thirty (30) days after the termination effective date to obtain a copy of any stored Customer Content via the VVPUSA Services; (ii) automatically delete any stored Customer Content thirty days after the termination effective date; and (iii) automatically delete any stored Customer Content on Txtria’s back-up systems sixty days after the termination effective date. Any Customer Content archived on Txtria’s back-up systems will be securely isolated and protected from any further processing, except as otherwise required by applicable Law. For more information about deleting Customer Content via VVPUSA Services at info@VVPUSA.net.

• 4.2.3 Retention if Required by law Notwithstanding anything to the contrary in this Section 4.2, VVPUSA may retain Customer Content or any portion of it if required by applicable Law.

a. Don’t transfer our services, resell them, etc., except as allowed under Section 3(b);

b. Don’t use our services to try to contact emergency services;

c. Don’t use our services to break the laws, regulations, rules, etc., to violate these terms, to violate our Acceptable Use Policy, or to violate someone else’s rights;

d. Do not block VVPUSA from using your data as needed to provide you our services; and

e. Don’t reverse engineer, etc. any software we provide.

• 5.1 VVPUSA Services. With regard to the VVPUSA Services, you agree that:

  a. Except as provided in Section 3(b), you will not transfer, resell, lease, license or otherwise make available the VVPUSA Services to third parties or offer them on a standalone basis;

  b. You will not attempt to use the VVPUSA Services to access or allow access to Emergency Services;

  c. You will ensure that the VVPUSA Services are used in accordance with all applicable Law and third party rights, as well as these Terms and our Acceptable Use Policy, as amended from time to time;

  d. You will ensure that we are entitled to use your Customer Data, as needed to provide the VVPUSA Services;

  e. You will not use the VVPUSA Services in any manner that violates any applicable Law; CTIA guidelines, A2P mobile operators requirements for 10DLC, FCC Stir Shaken regulations, Do Not Call List restrictions and or Telephone Consumer Protection Act (TCPA) requirements.

  f. Except as allowed by applicable Law, you will not reverse engineer, decompile, disassemble or otherwise create, attempt to create or derive, or permit or assist anyone else to create or derive the source code of any software provided in connection with the VVPUSA Services.

We are always looking to innovate and make our services better, so our APIs and SLA may change over time. We will let you know in advance if any API changes aren’t backwards-compatible.

The features and functions of the Services, including the VVPUSA API and our VVPUSA SLA, may change over time. It is your responsibility to ensure that calls or requests you make to the Services are compatible with our then-current Services. Although we try to avoid making changes to the Services that are not backwards compatible, if any such changes become necessary, we will use reasonable efforts to let you know at least sixty (60) days prior to implementing those.

You must follow U.S. export and economic sanctions laws.

Also, the U.S. government publishes lists of people and organizations that U.S. companies aren’t allowed to do business with. If you use our services, then you are swearing that neither you nor your organization is on any of those lists.

The Services may be subject to applicable U.S. export control laws and economic sanctions regulations. In receiving the Services, you agree to comply strictly with all domestic and international export laws and economic sanctions regulations as they apply to the Services, and to the extent consistent with these Terms, to obtain any necessary license or other authorization to export, re-export, or transfer the Services. These laws include restrictions on destinations, End Users, and end use. Without limitation, you may not transfer the Services without U.S. government authorization to any entity on a U.S. government exclusion list (e.g., the Department of Commerce’s List of Denied Persons, Entity, or Unverified List, and the Treasury Department’s List of Specially Designated Nationals and Consolidated Sanctions List). You represent that you are not on a U.S. government exclusion list or under the control of or an agent for any entity on such a list, and you further warrant that you will immediately discontinue use of the Services if you become placed on any such list or under the control of or an agent for any entity placed on such a list.

Your affiliates (businesses that your business controls) can use our services, but you and your affiliates will both be responsible for everything that your affiliates do when they’re using our services, including violating of these terms. If your affiliates want to bring a claim against VVPUSA, then only you may do so on your affiliates’ behalf.

Your affiliates mean any entity or person that controls you, is controlled by you, or under common control with you, such as a subsidiary, parent company, or employee. Similarly, if we refer to our affiliates, we mean an entity or person that controls us, is controlled by us, or is under common control with us. Your affiliates may use the Services pursuant to these Terms, provided that these Terms apply to your affiliates. You and your affiliates that use th Services will be jointly and severally responsible for the acts and omissions of your affiliates, including, but not limited to, their breach of these Terms. Any claim from any of your affiliates that use the Services pursuant to these Terms may only be brought against us by you on your affiliates’ behalf.

• 9.1 Add-ons. We may make available through the VVPUSA Marketplace additional features, functionality, and services (each, an “Add-on”) offered by third-party partners (each, an “Addon Provider"). If you, at your sole discretion, choose to use an Add-on, then you will be required to accept the terms of service

  Any short code application that you submit (or that VVPUSA submits on your behalf) needs to be approved by telecommunications providers. VVPUSA does not have to refund any short- code related fees nor is VVPUSA liable for anything else if your short code application gets rejected.

  You agree that each short code application or request for a short code submitted by you or on your behalf by us (each, a “Short Code Application”) is subject to approval from the applicable telecommunications provider. We have no control over the telecommunications provider approval process for short codes and will bear no liability if a Short Code Application is rejected by a telecommunications provider. Furthermore, if a telecommunications provider rejects a Short Code Application, then we have no obligation to refund any short code-related fees paid by you to us prior to the telecommunications provider’s rejection of the Short Code Application.

• 10.1 Fees. You agree to pay fees in accordance with the rates negotiated with VVPUSA.

  Additionally, we will charge you, and you shall pay, in accordance with Section 10.3, any and all additional costs, fines, or penalties we incur from a governmental or regulatory body or telecommunication provider as a result of your use of the Services in violation of these Terms.

  You also agree to pay all applicable taxes.

  If you are exempt from paying any taxes, though, please let us know and send us proof.

• 10.2 Taxes. Unless otherwise stated in an Order Form, you shall be responsible for and shall pay all Taxes imposed on or with respect to the Services that are the subject of this Agreement whether such Taxes are imposed directly upon you or upon us. “Taxes” mean all applicable federal, state and local taxes, fees, charges, telecommunications provider (e.g., carrier) surcharges or other similar exactions, including, without limitation, sales and use taxes, communications service taxes, utility user’s taxes or fees, excise taxes, VAT, GST, other license or business and occupations taxes, 911 taxes, franchise fees and universal service fund fees or taxes. For purposes of this Section 10.2, Taxes do not include any Taxes that are imposed on or measured by our net income, property tax, or payroll taxes. If you are exempt from any such Taxes for any reason, we will exempt you from such Taxes on a going-forward basis once you deliver a duly executed and dated valid exemption certificate to our tax department and our tax department has approved such exemption certificate. Such exemptions should be sent directly to info@VVPUSA.com. If you are exempt from VAT or GST, then it is your responsibility to provide your VAT or GST registration number to us. If you provide us an exemption certificate or your VAT or GST number after you have paid Taxes, then we will provide, upon your written request, a credit to your VVPUSA account for Taxes previously paid for up to a period of three (3) months from the date of receipt of your written request. If for any reason a taxing jurisdiction determines that you are not exempt from any such exempted Taxes and then assesses us such Taxes, you agree to promptly pay to us such Taxes, plus any applicable interest or penalties assessed.

  Should you be required by applicable Law to withhold any tax from any payment owed to us, then you may provide us with an exemption certificate or similar document to reduce or eliminate any such withholding. Upon receipt of such certificate or document, you shall thereafter reduce or eliminate, as the case may be, such withholding. You shall provide us with documents evidencing your payment of any such withheld Tax to applicable tax authorities.

  You will also pay VVPUSA for any VVPUSA Services you use.

  If you pay by credit card, then you must make sure that you have topped your VVPUSA account(s) up with sufficient funds to cover your monthly fees. If you do not have sufficient funds in your VVPUSA account(s) to cover your monthly fees, then we may suspend our services.

  If we approve you for invoicing, you agree to pay all fees that you owe to VVPUSA in US dollars, unless we agree to another currency in writing, no later than 7 days after the date of the invoice

  If you don’t pay on time, then we may send you a late notice. If we don’t get your payment within 10 days after the date on the late notice with a fee of 5% and/or suspend our services.

  If we suspend our services to you for your non-payment, then we are not responsible for anything that might happen as a result.

• 10.3 Payment Terms. You will make all of the payments due hereunder to VVPUSA for the VVPUSA Services in accordance with the following applicable payment method:
• 10.3.1 Credit Card and ACH Payment Terms. If you elect to pay via credit card, then you are responsible for either (a) enabling auto-recharge on your VVPUSA account(s) or (b) ensuring that your VVPUSA account(s) has a sufficient positive balance to cover the undisputed fees due. If, for any reason, you have a negative balance on your VVPUSA account(s), then we reserve the right to suspend the Services. If you pay by credit card a 3.25% fee will be added for processing, if you allow us to draft an ACH from your account there will be no added transaction fee.
• 10.3.2 Suspension for Non-Payment and Content Violations. If we suspend the Services pursuant to this Section 10.3, then we will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur with connection with any such suspension.

  If you ever think that we charged you the wrong amount and you want to dispute it, then let us know, in writing, within 60 days of billing date for the charge in question.

• 10.4 Fee Disputes. You must notify us in writing if you dispute any portion of any fees paid or payable by you pursuant to these Terms. You must provide that written notice to us within sixty (60) days of the date we bill you for the charge you want to dispute, and we will work together with you to resolve the dispute promptly.

• 11.1 General. As between you and VVPUSA, we exclusively own and reserve all right, title and interest in and to the Services, Documentation, our Confidential Information and Customer Service Data; as well as any feedback, recommendations, correction requests, or suggestions from you or any End User about the Services (“Contributions”). As between you and VVPUSA, you exclusively own and reserve all right, title and interest in and to each Customer Application and your Confidential Information.

  Please let us know what you think about VVPUSA and our services. By the way, though, if you send us feedback, then we can use it and we don’t owe you anything for it.

• 11.2 Suggestions and Contributions. We welcome your Contributions about the Services. But please know that by submitting Contributions you agree that:

  a. we are not under any obligation of confidentiality with respect to your Contributions;

  b. we may use or disclose (or choose not to use or disclose) your Contributions for any purpose and in any way;

  c. we own your Contributions; and

  d. you are not entitled to any compensation or reimbursement of any kind from us under any circumstances for your Contributions.

  If you use our services, then we can use your company’s name, logos, and description of how you use our services on our website, in earnings calls, and in marketing, promotional, or other materials available to the public in accordance with any of your usage guidelines. You can also use our name and logos and reference how you use our services as long as you do so in accordance with our usage guidelines.

• 11.3 Use of Marks. Subject to these Terms, each of us (“Licensor”) grants the other (“Licensee”) the right to use and display Licensor’s name, logo, and your use case using the Services (the “Licensor Marks”) on Licensee’s respective websites, in earnings calls, and in other promotional or publicly distributed materials solely in connection with its respective activities pursuant to these Terms. Licensee’s use of the Licensor Marks will be in accordance with the Licensor’s applicable usage guidelines and will inure to the benefit of Licensor. Licensee will not use, register, or take other action with respect to any of the Licensor Marks, except if permitted in writing by Licensor. Licensee will always use the then-current Licensor Marks and will not add to, delete from, or modify any of Licensor Marks. Licensee will not, at any time, misrepresent the relationship between Licensee and Licensor. Licensee will not present itself as an affiliate or other legal agent of the Licensor. Licensee’s right to use and display the Licensor Marks pursuant to this Section 11.3 will end automatically in the event these Terms terminate.

  We both agree not to tell anyone else about confidential information that we get from each other. Also, we both agree to only use each other’s confidential information as agreed to in these terms.

• 11.4 Confidentiality. "Confidential Information" means any information or data, regardless of whether it is in tangible form, disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. Confidential Information does not include any information which: (a) is publicly available through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person without violation of the disclosing party's rights; or (d) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party.

  The receiving party agrees that it will use the Confidential Information of the disclosing party solely in accordance with these Terms and it will not disclose such Confidential Information to any third party without the disclosing party's prior written consent, except as otherwise permitted hereunder; provided, however, subject to Section 4, VVPUSA may use and disclose your Confidential Information as necessary to provide the Services. The receiving party agrees to exercise due care in protecting Confidential Information of the disclosing party from unauthorized use and disclosure. The receiving party may disclose the Confidential Information of the disclosing party, in whole or in part to its employees, representatives, actual or potential investors and subcontractors (which shall constitute VVPUSA Confidential Information) to End Users, who have a need to know and are legally bound to keep such information confidential consistent with the terms of this Section 11.4. The receiving party may disclose the Confidential Information of the disclosing party as required by applicable Law provided that, prior to any such compelled disclosure, the receiving party will, if permissible: (a) promptly notify the disclosing party in writing to allow the disclosing party a reasonable opportunity to resist such disclosure and/or seek a protective order, and (b) reasonably cooperate with the disclosing party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure. In the event that such protection against disclosure is not obtained, the receiving party will be entitled to disclose the Confidential Information of the disclosing party, but only as and to the extent necessary to legally comply with such compelled disclosure.

• 11.5 Injunctive Relief. The parties expressly acknowledge and agree that no adequate remedy may exist at law for an actual or threatened breach of this Section 11 and that, in the event of an actual or threatened breach of the provisions of this Section 11, the nonbreaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Section 11.

If you want to record or monitor calls, messages, or any other form of communications, then be warned that there are a lot of laws that govern these types of activities. You MUST comply with every law and regulation that applies. VVPUSA STRONGLY SUGGESTS that you don’t do any of these things until the person(s) you want to record/ monitor have given you permission to do so. If you break any applicable laws or regulations and, as a result, VVPUSA gets sued, investigated, etc., then you will pay for it all.

You promise that you are only giving VVPUSA any customer data for which you’ve given required notices and gotten permission as required by law. In addition, we will only use and disclose this customer data following Section 4 above.

We promise that our services will work the way we say they will in our published documentation.

• 12.1 Representations and Warranties.
  • 12.1.1 Recordings and Communications Monitoring.If you record or monitor telephone calls, SMS messages, or other communications using the Services, then you represent and warrant that you will comply with all applicable Laws prior to doing so at all times. We make no representations or warranties with respect to recording or monitoring of telephone calls, SMS messages, or other communications, and recommend that you always secure prior consent to record or monitor communications using the Services. You acknowledge that these representations, warranties, and obligations are essential to our ability to provide you with access to recording and monitoring features that are part of the Services, and you further agree to indemnify us and our affiliates in accordance with the terms of Section 13 (Indemnification) arising out of or related to your acts or omissions in connection with recording or monitoring telephone calls, SMS messages, or other communications, whether such claims arise under contract, tort, statute or other legal theory.
  • 12.1.2 Customer Data. You represent and warrant that you have provided adequate notices and obtained the necessary permissions and consents to provide Customer Data to us for use and disclosure pursuant to Section 4 (Our Use of Customer Data).
  • 12.1.3 Services. We represent and warrant that the Services will operate in accordance with applicable Documentation and will materially conform to any specifications contained therein. Txtria’s sole obligation, and your sole and exclusive remedy, in the event of any failure by VVPUSA to comply with this Section 12.1.3 will be for VVPUSA to, at Txtria’s option, re-perform the affected Services or refund to you the fees you actually paid for the affected Services.

    Except for any of our explicit warranties in this Section 12 and our obligations in the SLA and support terms, we are offering our services “as is.”

    Additionally, we have no liability associated with sensitive data (live social security numbers or private health information) you choose to send through the Services.

• 12.2 WARRANTY DISCLAIMER. WITHOUT LIMITING OUR EXPRESS WARRANTIES AND OBLIGATIONS HEREUNDER, WE HEREBY DISCLAIM ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIAL, SERVICES, OR SOFTWARE. EXCEPT FOR OUR EXPRESS WARRANTIES SET FORTH IN THIS SECTION 12 AND OUR OBLIGATIONS SET FORTH IN THE VVPUSA SLA AND THE SUPPORT TERMS, THE SERVICES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT SUCH DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. VVPUSA WILL NOT BE LIABLE, AND WILL HAVE NO OBLIGATION TO INDEMNIFY YOU FOR SENSITIVE DATA (AS DEFINED BELOW) SENT TO VVPUSA.

  “Sensitive Data” shall mean (a) social security number, passport number, driver’s license number, or similar identifier (or any portion thereof); (b) credit or debit card number (other than the truncated (last four digits) of a credit or debit card), financial information, banking account numbers or passwords; (c) employment, financial, genetic, biometric or health information; (id racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation; (e) account passwords, mother’s maiden name, or date of birth; (f) criminal history; or (g) any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable Law relating to privacy and data protection.

  If we let you use our services that are still in Alpha or Beta testing, then you understand that they might contain bugs and defects. You understand that we don’t make any promises that Alpha or Beta services won’t have problems. You agree that we will not be liable for any damages from your use of Alpha or Beta services.

• 12.3 BETA SERVICES. From time to time, you may have the option to participate in a program with us where you get to use alpha, beta, non-GA, limited release, developer preview, or any such similarly designated services, products features, and documentation offered by VVPUSA (“Beta Services”). VVPUSA may discontinue Beta Services at any time in its sole discretion and may decide not to make a Beta Service generally available. THESE BETA SERVICES ARE NOT GENERALLY AVAILABLE AND MAY CONTAIN BUGS, ERRORS, DEFECTS OR HARMFUL COMPONENTS. ACCORDINGLY, VVPUSA IS PROVIDING THE BETA SERVICES TO YOU “AS IS.” VVPUSA MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE BETA SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING IN THESE TERMS TO THE CONTRARY OR ANY PUBLISHED DOCUMENTATION THAT STATES OTHERWISE, VVPUSA DOES NOT WARRANT THAT THE BETA SERVICES WILL BE ERROR-FREE OR THAT THEY WILL MEET ANY SPECIFIED SERVICE LEVEL, OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME. VVPUSA SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A BETA SERVICE.

• 13.1 Indemnification by VVPUSA. We will defend, indemnify, and hold you harmless from and against all claims, demands, actions, suits, discovery demands, including, without limitation, third party subpoenas, government investigations or enforcement actions

  losses, settlements, judgments, costs and expenses (including, without limitation, reasonable attorney’s fees and costs) (“Losses”) related thereto alleging the provision of the Services as permitted hereunder infringes or misappropriates a third party copyright, trade secret, or patent (“Infringement Claim”).

  If we think our services may violate someone else’s intellectual property right, then we may try to obtain the right for you to continue to use our services or modify our services so they are no longer infringing. If we are unable to do either, then we may terminate these terms and close your VVPUSA account(s) and refund you any unused, pre-paid fees.

• 13.2 Infringement Options If your use of the Services has become, or in Txtria’s opinion is likely to become, the subject of any Infringement Claim, VVPUSA may at its option and expense: (a) procure for you the right to continue using the Services as set forth herein; (b) modify the Services to make them non-infringing; or (c) if the foregoing options are not reasonably practicable, terminate these Terms and refund you any unused pre-paid fees.

  This Section 13.2 states your exclusive remedy, for any Claim by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates a third party copyright, trade secret, trademark or patent.

  VVPUSA will not pay for any bills, damages, costs, etc. for (1) a claim that was filed because you violated these terms and (2) any intellectual property infringement claim that arises from your use of our services with other applications, products, or services.

• 13.3 Limitations VVPUSA will have no liability or obligation with respect to any (a) Claim and any Losses related thereto arising out of your use of the Services in breach of these Terms or (b) Infringement Claim and any Losses related thereto arising out of the combination, operation, or use of the Services with other applications, portions of applications, products, or services where the Services would not by themselves, and without modification, be infringing.

  If someone comes after VVPUSA because:

  a. you or your end users violate these terms;

  b. of something you or your end users do while using our services; or

  c. of something related to your application, then you have to fight that fight and cover any money spent related to that fight.

• 13.4 Indemnification by You. You will defend, indemnify and hold VVPUSA, its officers, directors, employees, agents, stockholders, and affiliates (“VVPUSA Indemnified Parties”) harmless from and against all Claims brought or threatened by a third party against a VVPUSA Indemnified Party and any Losses related thereto alleging or arising out of (a) your or any of your End Users’ breach of or activities under these Terms; (b) your or any of your End Users’ use of the Services; or (c) your acts or omissions in connection with the provision of each Customer Application, including, without limitation, any intellectual property Claims relating to each Customer Application.

  It’s difficult to translate this section in plain English, but here goes... If either you or VVPUSA wants to be indemnified by the other party for a particular claim, then the party requesting indemnification needs to do certain things. If these things are not done, then the other party may not have to provide the requested indemnification. See the legal language for what is required.

• 13.5 Conditions of Indemnification As a condition of the foregoing indemnification obligations: (a) the indemnified party (“Indemnified Party”) will promptly notify the indemnifying party (“Indemnifying Party”) of any Claim, provided, however, that the failure to give such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party was actually and materially prejudiced by such failure; (b) the Indemnifying Party will have the sole and exclusive authority to defend or settle any such Claim (provided that, the Indemnifying Party will obtain the Indemnified Party's consent in connection with any act or forbearance required by the Indemnified Party, which consent will not be unreasonably withheld); and (c) the Indemnified Party will reasonably cooperate with the Indemnifying Party in connection with the Indemnifying Party’s activities hereunder, at the Indemnifying Party’s expense. The Indemnified Party reserves the right, at its own expense, to participate in the defense of a Claim. The Indemnifying Party, in connection with a Claim, will pay all Losses following notice of the Claim, which shall be provided in accordance with this Section 13.5 Notwithstanding anything herein to the contrary, the Indemnifying Party will not settle any Claims for which it has an obligation to indemnify pursuant to this Section 13 admitting liability or fault on behalf of the Indemnified Party, nor create any obligation on behalf of the Indemnified Party without the Indemnified Party’s prior written consent.

• 14.1 INDIRECT DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A PARTY HAD BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION 14.1 SHALL NOT LIMIT (A) YOUR LIABILITY ARISING FROM YOUR BREACH OF SECTION 5 (RESTRICTIONS AND REQUIREMENTS) OR SECTION 11.3 (USE OF MARKS); OR (B) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO THESE TERMS.
• 14.2 DIRECT DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT DAMAGES, COSTS OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID OR PAYABLE BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM. THIS SECTION 14.2 SHALL NOT LIMIT (A) YOUR LIABILITY ARISING FROM YOUR BREACH OF SECTION 5 (RESTRICTIONS AND REQUIREMENTS), SECTION 10 (FEES, PAYMENT TERMS, AND TAXES), OR SECTION 11.3 (USE OF MARKS); OR (B) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO THESE TERMS.

  THE PROVISIONS OF THIS SECTION 14 ALLOCATE THE RISKS PURSUANT TO THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.

• 14.3 EMERGENCY SERVICES DISCLAIMER. THE SERVICES ARE NOT INTENDED TO SUPPORT OR CARRY EMERGENCY CALLS OR SMS MESSAGES TO ANY EMERGENCY SERVICES. NEITHER VVPUSA NOR ITS REPRESENTATIVES WILL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY CLAIM, DAMAGE, OR LOSS (AND CUSTOMER WILL HOLD VVPUSA HARMLESS AGAINST ANY AND ALL SUCH CLAIMS) ARISING FROM OR RELATING TO THE INABILITY TO USE THE SERVICES TO CONTACT EMERGENCY SERVICES.

• 15.1 Term. These Terms , as may be updated from time to time, will commence on the date they are accepted by you and continue until terminated in accordance with Section 15.2 (Termination & Suspension) below (“Term”).

  Either we or you may terminate these terms and close your VVPUSA account(s) for any reason 30 days after one of us tells the other in writing. However, if there are any order form in effect, then these terms won’t terminate until all order forms has expired or been terminated.

  If you significantly breach these terms, and don’t fix the breach within five (5) days of us telling you about the breach, then we may terminate these terms and close your VVPUSA account(s).

  Similarly, if we significantly breach these terms, and don’t fix the breach within five (5) days of you telling us, then you may terminate these terms.

  We can suspend our services for several reasons, in addition to your failure to pay your fees when they are due, if: 1. you violate our Acceptable Use Policy or E-mail Policy; 2. you send fraudulent traffic; 3. your use negatively impacts the operation of our services; 4. legal conditions make it impractical for our services to operate; or 5. you file for bankruptcy or go out of business.

  We’ll try to let you know if we need to suspend your Txtria account(s) in advance if we can, but cannot guarantee this.

  We will also try to work with you to remedy situations that could get your VVPUSA account suspended.

• 15.2 Termination & Suspension. Either party may terminate these Terms and close your VVPUSA account(s) for any reason upon thirty (30) days written notice to the other party. Notwithstanding the preceding sentence, if there is an Order Form(s) in effect, then these Terms will not terminate until such Order Form(s) have expired or been terminated. VVPUSA, at its sole discretion, may terminate these Terms and close your VVPUSA account(s) in the event you commit any material breach of these Terms and fail to remedy that breach within five (5) days after VVPUSA provides written notice of that breach to you. You may also terminate these Terms in the event we commit a material breach of these Terms and fail to remedy that breach within five (5) days after providing written notice of that breach to us.

  In addition to suspension of the Services for non-payment of fees as described in Section

• 15.3 (Suspension for Non-Payment), we may also suspend the Services immediately upon notice for cause if: (a) you violate (or give us reason to believe you have violated) our Acceptable Use Policy or E-mail Policy; (b) there is reason to believe the traffic created from your use of the Services or your use of the Services is fraudulent or negatively impacting the operating capability of the Services; (c) we determine, in our sole discretion, that providing the Services is prohibited by applicable Law, or it has become impractical or unfeasible for any legal or regulatory reason to provide the Services; or (d) subject to applicable Law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if you become the subject of bankruptcy or similar proceeding. We will use commercially reasonable efforts to (x) provide you as much prior notice as possible of any situation that we are aware of that could lead to a right to suspend described in this paragraph, (y) work with you to remedy any situation that could lead to a right to suspend described in this paragraph if such situation can be remedied, and (z) limit any suspension as much a possible given the circumstances leading to the suspension (e.g., to certain phone numbers, sub-accounts or other subset of traffic).

• 17.1 Compliance with Laws. Both you and VVPUSA will comply with the applicable Law relating to each of our respective activities pursuant to these Terms.

  Just because we don’t enforce some part of these terms against you now doesn’t mean we can’t start enforcing them against you later.

• 17.2 No Waiver. Our failure to enforce at any time any provision of these Terms, our Acceptable Use Policy, or E-mail Policy does not waive our right to do so later. And, if we do expressly waive any provision of these Terms, our Acceptable Use Policy, or any future E-mail Policy, that does not mean it is waived for all time in the future. Any waiver must be in writing and signed by you and us to be legally binding.

  You cannot just transfer these terms or your obligations under these terms to someone else without our permission.

  We can transfer these terms or our obligations under these terms without consent.

• 17.3 Assignment. You will not assign or otherwise transfer these Terms, in whole or in part, without our prior written consent. Any attempt by you to assign, delegate, or transfer these Terms will be null and void. VVPUSA may assign these Terms, in whole or in part, without consent. Subject to this Section 17.3, these Terms will be binding on both you and VVPUSA and each of our successors and assigns.

These terms don’t create any special relationship between us, like employer-employee, joint venture, or a partnership. Nothing will change that.

Both parties will be responsible for our own employees.

• 17.4 Relationship. You and Txtria are independent contractors in the performance of each and every part of these Terms. Nothing in these Terms is intended to create or shall be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. You and VVPUSA will be solely responsible for all of our respective employees and agents and our respective labor costs and expenses arising in connection with our respective employees and agents. You and VVPUSA will also be solely responsible for any and all claims, liabilities or damages or debts of any type that may arise on account of each of our respective activities, or those of each of our respective employees or agents, in the performance of these Terms. Neither you nor VVPUSA has the authority to commit the other of us in any way and will not attempt to do so or imply that it has the right to do so. Except as explained in Section 18, if any part of these terms is not enforceable, the rest of the terms will still be enforceable.
• 17.5 Unenforceability. Except as described in Section 18 (Agreement to Arbitrate), if any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the rest of these Terms will continue in full force and effect.

  If you need to notify us, you must use our headquarters’ address and send a copy to legalnotices@VVPUSA.com.

• 17.6 Notices. Any notice required or permitted to be given under these Terms will be given in writing to the receiving party by personal delivery, certified mail, return receipt requested, overnight delivery by a nationally recognized carrier or by email upon confirmation of receipt. Notices to VVPUSA shall be copied to info@VVPUSA.com, Attn: General Counsel. This is the only set of terms that governs our relationship

  Any purchase order or other terms that you provide will not be binding or valid.

• 17.7 Entire Agreement. Except as provided in these Terms and any attachments to these Terms, these Terms supersede all prior and contemporaneous proposals, statements, sales materials or presentations and agreements, oral and written. No oral or written information or advice given by VVPUSA, its agents or employees will create a warranty or in any way increase the scope of the warranties in these Terms. Any purchase order document or similar document provided by you shall be construed solely as evidence of your internal business processes, and the terms and conditions contained thereon shall be void and have no effect with regard to these Terms between you and VVPUSA and be non-binding against Txtria even if signed by VVPUSA after the date you accept these Terms.
• 17.8 Force Majeure. No failure, delay or default in performance of any obligation of a party shall constitute an event of default or breach of these Terms to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority; fire; strike, lockout or other labor dispute; flood, terrorist act; war; riot; theft; earthquake and other natural disaster. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause. If you’re affiliated with a government entity, these terms still apply to your use of our services.
• 17.9 Government Terms. We provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with these Terms. If you (or any of your End Users) are an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services, or any related documentation of any kind, including technical data, software, and manuals, is restricted by these Terms. All other use is prohibited and no rights other than those provided in these Terms are conferred. The Services were developed fully at private expense.

  Other than arbitration (see the next section), if the dispute cant be resolved, then Kansas laws will apply.

• 17.10 Governing Law and Venue. The enforceability and interpretation of Section 18 (Agreement to Arbitrate) will be determined by the Federal Arbitration Act (including its procedural provisions). Apart from Section 18, these Terms will be governed by and interpreted according to the laws of the State of Kansas without regard to conflicts of laws and principles that would cause laws of another jurisdiction to apply. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Except as provided in Section 18 (Agreement to Arbitration), any legal suit, action or proceeding arising out of or related to these Terms or the Services shall be instituted in either the state or federal courts of Olathe, Kansas, and we each consent to the personal jurisdiction of these courts.

• 18.1 We Both Agree to Arbitrate. If a dispute cannot be resolved through our Customer Support Team, you or any of your affiliates on one hand and VVPUSA and any of Txtria’s affiliates on the other hand, all agree to resolve any dispute relating to these Terms or in relation to the Services by binding arbitration in Olathe, Kansas, or in another location that we have both agreed to.

  This applies to all claims under any legal theory, unless the claim fits in one of the exceptions below in Section 18.2 (Exceptions to Agreement to Arbitrate). It also applies even after you have stopped using your VVPUSA account(s) or closed it. If we have a dispute about whether this agreement to arbitrate can be enforced or applies to our dispute, we all agree that the arbitrator will decide that, too.

  Pursuant to this Section 18 (Agreement to Arbitrate), you understand that you and your affiliates and VVPUSA and its affiliates are giving up the right to have a judgeand/or jury resolve any controversy or claim arising out of or relating to these Terms or the Services.

  Despite what we said above, there are some disputes that won’t go to arbitration, but to court, like IP disputes and disputes about your violation of our Acceptable Use Policy or E-mail Policy.

  We also don’t have to arbitrate small claims court cases.

• 18.2 Exceptions to Agreement to Arbitrate. You and your affiliates on one hand, and VVPUSA and its affiliates on the other hand, agree that we will go to court to resolve disputes relating to:

  a. Your, your affiliates’, Txtria’s or Txtria’s affiliates’ intellectual property (e.g., trademarks, trade dress, domain names, trade secrets, copyrights or patents); or

  b. Your violation of our Acceptable Use Policy or E-mail Policy

  Also, any of us can bring a claim in small claims court either in Overland Park, Kansas, or some other place we both agree on, if it qualifies to be brought in that court. In addition, if any of us brings a claim in court that should be arbitrated or any of us refuses to arbitrate a claim that should be arbitrated, the other of us can ask a court to force us to go to arbitration to resolve the claim (i.e., compel arbitration). Any of us may also ask a court to halt a court proceeding while an arbitration proceeding is ongoing.

  If arbitration is necessary, it will be done through the American Arbitration Association (AAA). Before we even arbitrate, though, we’ll try mediation with an AAA mediator. If mediation doesn’t work, then we’ll go to arbitration through AAA with only one arbitrator (one is so much easier). The arbitrator’s decision will be final and binding.

• 18.3 Details of Arbitration Procedure. Prior to filing any arbitration, both parties jointly agree to seek to resolve any dispute between us by mediation conducted by the American Arbitration Association (AAA), with all mediator fees and expenses paid equally by the parties. If mediation is not successful, either party may initiate an arbitration proceeding with AAA. You can look at AAA’s rules and procedures on their website http://www.adr.org or you can call them at 1-800-778-7879. The arbitration will be governed by the then-current version of AAA’s Commercial Arbitration Rules (the "Rules") and will be held with a single arbitrator appointed in accordance with the Rules. To the extent anything described in this Section 18 conflicts with the Rules, the language of this Section 18 applies. Each party will be entitled to get a copy of non-privileged relevant documents in the possession or control of the other party and to take a reasonable number of depositions. All such discovery will be in accordance with procedures approved by the arbitrator. This Section 18 does not alter in any way the statute of limitations that would apply to any claims or counterclaims asserted by either party. The arbitrator’s award will be based on the evidence admitted and the substantive law of the State of Kansas and the United States, as applicable, and will contain an award for each issue and counterclaim. The award will provide in writing the factual findings and legal reasoning for such award. The arbitrator will not be entitled to modify these Terms. Except as provided in the Federal Arbitration Act, the arbitration award will be final and binding on the parties. Judgment may be entered in any court of competent jurisdiction.

  We both agree not to bring a class action suit against the other.

  If for some reason a court decides that this term isn’t enforceable, then this entire Section 18 will be null and void.

18.4 Class Action Waiver. Both you and your affiliates, on one hand, and VVPUSA and its affiliates on the other hand, agree that any claims or controversies between us must be brought against each other on an individual basis only. That means neither you and your affiliates on one hand nor VVPUSA and its affiliates on the other hand can bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action. The arbitrator cannot combine more than one person’s or entity’s claims into a single case, and cannot preside over any consolidated, class or representative proceeding (unless we agree otherwise). And, the arbitrator’s decision or award in one person’s or entity’s case can only impact the person or entity that brought the claim, not other VVPUSA customers, and cannot be used to decide other disputes with other customers. If a court decides that this Section 18.4 (Class Action Waiver) is not enforceable or valid, then the entire Section 18 (Agreement to Arbitrate) will be null and void (i.e., go away). But, the rest of the Terms will still apply.