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Terms and conditions
Terms and Conditions of Service
The following Terms and Conditions of Service (“Terms”) are a legal agreement between you, a user of our services (referred to as “you” or “your”) and Vibrant Credit Union and its affiliates and subsidiaries (referred to as “V/C,”, “we,” “us,” or “our”). These Terms govern your access to and use of our services, including any websites or applications and any of their features, and any other ways that you engage with us (collectively, our “Services”).
By accessing and/or using any of the Services, you agree to these Terms, which include any policies or terms referenced within or posted throughout the Services, including promotional terms, guidelines, rules and terms applicable to particular features or promotions; all of these are hereby expressly incorporated into these Terms. You also acknowledge that you have read and that you understand our privacy statement (the “Privacy Statement”).
From time to time, we may update or modify these Terms, at our discretion, and/or to reflect enhancements or changes to our Services or our website. We will post the updated Terms to https://www.vibrantcoffeehouseandkitchen.com. If our changes reduce your rights or increase your responsibilities, we will use commercially reasonable efforts to provide you with notice by email, on our website or through the mobile application, in accordance with any notification preferences you have provided. The updated Terms will become effective as of the effective date indicated in the Terms (“Effective Date”). Any use of the Services after the Effective Date means that you have accepted the updated Terms. Your sole and exclusive remedy in the event that you do not accept the Terms is to cease your access to and use of the Services.
These Terms include an agreement to resolve disputes by arbitration, which means that you and V/C waive the right to a trial by jury and agree to resolve all disputes through binding arbitration on an individual basis.
By agreeing to these Terms, you represent, acknowledge and agree that you are at least 18 years of age, or, if you are under 18 years of age but are at least 13 years old (a “Minor”), that you are using the Services with the consent of your parent or legal guardian, and that you have received your parent’s or legal guardian’s permission to use the Services and agree to these Terms and Conditions. If you are a parent or legal guardian of a Minor, you hereby agree to bind the Minor to these Terms and to fully indemnify V/C and hold it harmless if the Minor breaches any of these Terms. If you are not at least 13 years old, you may not use the Services at any time or in any manner or submit any information to V/C or via the Services. If you are an entity, organization or company, or acting on behalf of one, you represent and warrant that you are an authorized representative of such entity, organization or company, and that you have authority to bind and agree to bind it to these Terms. You represent that you will not use the Services, directly or indirectly, for any fraudulent undertakings.
1. Services.
1.A. Creating, Opening and Accessing Your Account.
You can choose whether you would like to register and create a V/C account (hereinafter “V/C account” or “account”). If you create an account, you will provide some of your personal information. You may make purchases without creating an account, but you will not accrue any loyalty benefits. In order to use our mobile application, you must download the app to your mobile device and create a V/C account.
1.B. Loyalty and Rewards.
You may enroll in V/C’s loyalty program by signing up before or while placing an order. Once you have enrolled, you may earn points when you make purchases from V/C or Third Parties which can later be redeemed for discounts or other benefits. If you initiate a return, chargeback, or refund, points associated with that purchase may be revoked. You may check your current rewards balance by clicking the link you receive when you sign up for the loyalty program.
If you choose to enroll V/C’s loyalty program, you agree that V/C may contact you using the contact method(s) you provide with program information, offers, and other marketing and transactional communications. Any information shared is subject to our Privacy Statement.
Points earned through any loyalty program offered by V/C have no cash value and cannot be transferred, redeemed, or sold for cash. Subject to notice requirements under all applicable law and rules, V/C the right, in its sole discretion and at any time, to modify, suspend, terminate, revalue or cancel its loyalty program and/or the technology services that enable the loyalty program. In the event V/C terminates the loyalty program it offers, V/C will, in accordance with the applicable law and rules, maintain records of your loyalty points for one year following termination of the loyalty program in the event the loyalty program is reinstated within one year of termination. V/C reserves the right to resolve discrepancies or disputes regarding rewards allocations or these program terms in its sole discretion and you agree to abide by any such resolution.
1.C. Closing Your Account.
You may close your V/C account at any time and without cost, but you will remain liable for any outstanding purchases as well as any fees or other charges incurred. V/C issue refunds for amounts previously incurred through our Services once you close your account. You can close your account by emailing hi@vibrantck.com. Please review our Privacy Statement for further information about our practices regarding your personal information after account closure.
In certain cases, we may not allow you to close your account, including but not limited to:
• to evade an investigation;
• you have open or pending purchases or payment transactions; or
• if you owe money to us due to your use of the Services.
2. Confidentiality, Privacy and Security:
2.A. Confidentiality.
Only you have the right to access and use your account. You are responsible for ensuring that your login information remains confidential at all times. V/C will assume that if your login is used to access the Services, the user has the legal authority to use such login. If you become aware of unauthorized use of your login, you agree to notify V/C immediately by email at hi@vibrantck.com. You are responsible for any activity on your account until we have been notified and have an opportunity to take appropriate action.
2.B. Privacy and Security.
When you create an account, we will ask you for certain personal information such as your name, mobile number and email address, which will be stored with V/C to facilitate your transactions. Information on how we collect, use, and protect the personal information you provide to us can be found in our Privacy Statement. You agree to provide true, accurate current and complete information for your account registration, and you agree not to misrepresent your identity or your personal information. It is your responsibility to keep the information you provide us with up-to-date and accurate. It is your responsibility to keep your login information secure at all times.
V/C may, in its sole discretion, terminate or refuse to approve registrations for the Services with or without cause or notice, other than any notice required by applicable law and rules. At this time, our Services are offered only to users residing in the United States.
3. Permitted Activities:
By using the Services, you agree that:
• You will not use the Services in any way that violates any applicable law or rules, these Terms, or any other V/C policies.
• You will only use the Services in connection with your loyalty and rewards as described above, and for no other purpose.
• The information that you upload or post in connection with the Services does not infringe on anyone else's intellectual property or proprietary rights or otherwise conflict with the law or the rights of others.
• You will not upload, post or otherwise transmit through the Services any content that contains any viruses, trojan horses, time bombs, or any other harmful programs, viruses or elements.
• You will not provide false information about yourself to us, impersonate any other person, collect information about other users, or otherwise attempt to mislead others about your identity or the truthfulness or accuracy of the data you transmit through the Services.
• You will not damage, disable, disrupt, overburden, interfere with, or attempt to gain unauthorized access to any portion of our Services, computer systems, servers or networks, or any other person’s use and enjoyment of the Services.
• We may suspend or terminate your use of the Services at its sole discretion for any actual or suspected violation of these limitations or other applicable policies or rules referenced in these Terms.
We may establish limitations concerning the use of the Services, including without limitation individual or aggregate transaction limits on the dollar amount or number of transactions you may make within certain time periods. We may decline to process any transaction without any notice to you. We may delay processing of or hold or cancel processing of any transaction if we believe, in our sole discretion, that the transaction is invalid, suspicious, involves misconduct or fraud, or otherwise violates any applicable law or rules, these Terms, or any of our policies.
4. Fees.
As of the Effective Date of these Terms, we do not charge a fee to use our Services. We reserve the right to charge fees in the future for our Services.
5. Promotions.
When you use the Services, you may be eligible to use codes (“Promotion Codes”) at checkout to receive discounts or other promotional offers on purchases (“Promotions”), subject to any terms and conditions of the specific Promotion Code or Promotion, as displayed on our website, on the mobile application, or related print, social media, or digital marketing materials. We will establish the promotional value of any such offer. Promotion Codes may not be redeemed for cash and are non-refundable and non-transferrable. V/C reserves the right to modify, suspend, terminate, or alter the terms of any Promotion Code or Promotion at any time. Promotion Codes may not be reused in the event of a cancellation and/or refund.
6. Disclaimer of Warranties, Waiver and Limitation of Liability:
6A DISCLAIMER OF WARRANTIES.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS.
V/C WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY PRODUCTS OR SERVICES THAT ARE A CAUSE OF INJURY OR THAT ARE UNACCEPTABLE OR DO NOT MEET YOUR REQUIREMENTS OR EXPECTATIONS.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, V/C HEREBY EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT AND QUALITY. V/C DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE THROUGH THE SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE, INCLUDING, WITHOUT LIMITATION, MENUS, NUTRITIONAL AND ALLERGEN INFORMATION, PHOTOS, FOOD QUALITY OR DESCRIPTIONS, PRICING, HOURS OF OPERATION, OR REVIEWS. ALL CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THE RELIANCE ON ANY INFORMATION PROVIDED THROUGH THE SERVICE IS SOLELY AT YOUR OWN RISK, INCLUDING, WITHOUT LIMITATION, NUTRITIONAL AND ALLERGEN INFORMATION.
V/C MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING (I) WHETHER THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES; (III) THE RESULTS YOU MAY OBTAIN BY USING THE SERVICES; (IV) WHETHER THE OPERATION OR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; OR (V) WHETHER THE QUALITY OF THE SERVICE, OR PRODUCTS OR SERVICE, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM V/C OR A THIRD PARTY THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
YOU ACKNOWLEDGE THAT V/C DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT V/C IS NOT RESPONSIBLE FOR ANY LIMITATIONS, DELAYS, OR OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. WITHOUT LIMITING THE FOREGOING, V/C DOES NOT WARRANT OR GUARANTEE THAT ANY OR ALL SECURITY BREACHES OR ATTACKS WILL BE DISCOVERED, REPORTED OR REMEDIED, OR THAT THERE WILL NOT BE ANY SECURITY BREACHES BY THIRD PARTIES.
6.B LIMITATION OF LIABILITY.
IN NO EVENT WILL V/C BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF V/C ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN HAS FAILED ITS ESSENTIAL PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW V/C’S AGGREGATE LIBILITLITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO ONE HUNDRED DOLLARS ($100).
6.C State Exemptions.
Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, V/C’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
6.D Reliance on Limitations.
Each party acknowledges that the other party has entered into these Terms relying expressly on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
7. Indemnification.
You agree to defend, indemnify and hold harmless V/C and its directors, officers, employees, affiliates and agents from and against any and all third party claims, liability, damages, expenses and costs actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (a) your breach of these Terms or any other policy; (b) your access to, use, or misuse of the Services; and (c) your infringement or infringement by any other user of your account, of any intellectual property or other right of any other person. V/C will provide notice to you of any such claim, suit, or proceeding. V/C reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section. In such case, you agree to cooperate with any reasonable requests assisting V/C’s defense of such matter.
8. Force Majeure.
V/C will not be liable for any failure or delay resulting from any condition beyond its reasonable control, including but not limited to governmental action or acts of terrorism, earthquake, fire, pandemic, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
9. Ownership of Intellectual Property:
9.A. Ownership.
V/C owns or has license to all rights, title, interest, copyright and
other worldwide intellectual property and trade secret rights in and to the Services (including all derivatives or improvements thereof). You may voluntarily submit suggestions, enhancement requests, ideas, feedback, recommendations or other input about the Services (“Feedback”) at any time. You irrevocably assign all right, title, interest and other worldwide intellectual property rights in and to the Feedback to V/C and acknowledge that we are free to use, disclose, reproduce and otherwise exploit any and all Feedback provided by you relating to the Services in our sole discretion, entirely without obligation or restriction of any kind. Any rights not expressly granted herein are reserved by V/C.
9.B. User Content.
You retain all rights, title and interest in and to any text, graphics, videos, images or other data that you upload to the Services (“User Content”). You grant to V/C a non-exclusive, royalty-free, fully paid-up, worldwide license to access, use, copy, modify (including the right to create derivative works of), display and transmit User Content for the purpose of our providing the Services and in accordance with our Privacy Statement. You are solely responsible for the accuracy, quality, content, and legality of User Content, the means by which User Content is acquired, and any transfer of User Content outside of the Services by you or any third-party authorized by you. You represent, warrant and covenant that you have all rights necessary to upload the User Content to the Services and to otherwise have such User Content used or shared, as applicable, in relation to the Services.
9.C. Third-Party Content.
Through your use of the Services you may be presented with material provided by third parties, not owned or controlled by us, from our partners, and/or from other users of the Services, including but not limited to links to websites or other materials, software, text, graphics, videos, images, or advertising content (collectively referred to as “Third-Party Content”). All Third-Party Content and the Services are protected by United States and foreign intellectual property laws. Unauthorized use of the Services and/or Third-Party Content may result in violation of copyright, trademark, and other laws. Except as expressly provided herein, you have no rights in or to the Services or Third-Party Content, and you will not use, copy or display the Services or Third-Party Content except as permitted under these Terms. No other use of the Services or Third-Party Content is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the Services and Third-Party Content. You may not sell, transfer, assign, license, sublicense, or modify the Third-Party Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Third-Party Content in any way for any public or commercial purpose other than as permitted hereunder. The use or posting of any of the Third-Party Content on any other platform, or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of these Terms of Service, your right to access and/or use the Third-Party Content and Services will automatically terminate.
9.D. Monitoring and Removal of Content.
We do not review, pre-screen or filter all User Content, or Third-Party Content, but we do reserve the right to delete or refuse to accept any User Content or Third-Party Content in our sole discretion. In addition, we have the right (but not the obligation) in our sole discretion to reject or delete any content that we reasonably consider to be in violation of these Terms or any law or rules we deem applicable.
9.E. Third-Party Content Precautions.
We do not guarantee the accuracy, integrity or quality of any Third-Party Content, regardless of whether such products or services are designated as “certified,” “validated” or the like. Any interaction or exchange of information or data between you and any third-party is solely between you and such third-party. You should take precautions when downloading files from any platform to protect your computer from viruses and other destructive programs. If you decide to access any Third-Party Content, you fully assume the risk of doing so. Under no circumstances will V/C be liable in any way for any Third-Party Content, including liability for any errors or omissions in any Third-Party Content or for any loss or damage of any kind incurred as a result of the use of or reliance on any Third-Party Content posted, emailed, linked or otherwise transmitted via the Services.
9.F. Trademarks.
The trademarks, service marks, and logos of V/C (the “V/C Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of V/C. Other V/C product and service marks located in the Services may be trademarks or service marks owned by third-parties (the “Third-Party Trademarks”, and, collectively with the V/C Trademarks, the “Trademarks”). Nothing in these Terms of Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in the Services without the prior written consent of V/C specific for each such use. The Trademarks may not be used to disparage V/C or the applicable third-party, the third party’s products or services, or in any manner that may damage any goodwill in the Trademarks. Except as described herein, the use of any Trademarks is prohibited without V/C’s prior written consent. All goodwill generated from the use of the Trademarks or Third-Party Trademarks will inure to V/C’s, or the appropriate Third Party’s benefit, as applicable.
10. Termination of Terms.
These Terms continue to govern your use of the Services unless and until such time as you or we terminate your use of any applicable Service(s). Upon termination, you will lose access to the relevant Services, and we may delete any information stored regarding you or your transactions through the Services. Termination of your use of any of the Services does not relieve you of the obligation to pay for any purchases made as well as related fees and charges already incurred. In the event of termination of your use of the Services by you or us, we will not provide any refunds for amounts previously paid through the Services.
V/C reserves the right, in its sole discretion, to limit, suspend, or terminate your V/C account and/or access to all or any part of the Services at any time and for any reason without notice to you and without liability to you or to any third party. Additionally, any of the Services, or any feature of portion thereof, may be modified, replaced, suspended, or terminated, without or notice at any time, in V/C’s sole discretion, without liability.
11. Electronic Communications (E-Sign Disclosure and Consent).
These Terms describe how V/C delivers communications to you electronically. We may amend these terms from time to time, and if we make substantial changes, we will provide you with reasonable notice in accordance with any communication preferences you have given to us, and by posting notice of the updates on our website.
11.A. Consent for Electronic Communications.
You agree and consent to receive electronically all communications, agreements, disclosures, notices and documents (collectively “Communications”) that we provide in connection with your V/C account and the Services we provide. We may at times be required to provide you with Communications in written form, which you agree to receive electronically instead of in paper form, including by sending via electronic mail to the email address you provide to us, or by posting notice or communicating with you via the V/C application or our website. Communications include these Terms and any and all other agreements or policies to which you must agree in order to use the Services, including updates to those agreements and policies and any other communication related to your use of the Services.
It is your responsibility to keep your email address accurate and up to date so that V/C can communicate with you. You can update the email address associated with your V/C account by logging in and accessing the Your Account section within the V/C mobile app.
All Communications sent in electronic format will be considered to be in writing and are considered received by you upon posting through our website or V/C app, or sending to you via electronic email or SMS, regardless of whether you have accessed that communication.
11.B. Consent to Contact Mobile Number.
By voluntarily providing your mobile phone number to V/C, you confirm you are authorized to provide that number to V/C and that V/C may contact you at that number. If you provide a mobile number, you expressly agree that V/C may contact you using an automated telephone call and SMS or MMS messages at that phone number, and you hereby consent to receiving such communications for transactional, informational, and operational purposes.
11.C. Term of Consent.
Your consent to receive electronic Communications is valid until and unless you revoke it. You may revoke your consent at any time, however, consent to electronic Communications is a condition of some of our Services, and if you revoke it, you will no longer be permitted to use the Services. If you wish to revoke your consent for electronic Communications, please contact hi@vibrantck.com.
11.D. Methods of Agreement.
You acknowledge and agree that by clicking on the “I Agree”, “Submit”, “Create Account” or similar button on the website, mobile application or other feature offered under our Services and associated with these Terms, or with any other electronic document authorizing us to provide the Services to you, you are indicating your intent to sign these Terms and other applicable agreement(s). You also agree that clicking on these buttons on the website or mobile application shall constitute your electronic signature to these Terms or other such document displayed with the button(s) and relating to the Services. You further agree that your electronic signature on these Terms and any other document shall have the same legal effect under state and federal law as if you signed the documents in ink on paper.
12. Arbitration:
12.A. Agreement to Arbitrate.
This Section 12 is referred to as the Arbitration Agreement. You agree that any and all disputes or claims that have arisen or may arise between you and V/C, whether arising out of or relating to these Terms or in connection with your use of the Services, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. By agreeing to these Terms, you agree that you and V/C are waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Notwithstanding the foregoing, this Arbitration Agreement shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate, provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement.
12.B. Prohibition of Class and Representative Actions and Non-Individualized Relief.
You and V/C agree that each may bring claims against the other only on an individual basis and not as plaintiff or class member in any purported class or representative action or proceeding. Unless both you and V/C agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).
12.C. Pre-Arbitration Dispute Resolution.
Most concerns can be resolved quickly and to all parties’ satisfaction by emailing V/C’s customer care team at hi@vibrantck.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to V/C should be sent to Vibrant Credit Union at 6600 44th Avenue, Moline IL 61265, Attn: Legal Counsel. The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If you and V/C do not resolve the claim within sixty (60) calendar days after the Notice is received, you or V/C may commence an arbitration proceeding. In the arbitration, the amount of any settlement offer made by V/C or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or V/C is entitled.
12.D. Arbitration Procedures.
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Commercial Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and the law and rules that a court would apply. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless you and V/C agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by the AAA. If your claim is for $10,000 or less, V/C may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
12.E. Costs of Arbitration.
Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules.
12.F. Confidentiality.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
12.G. Severability.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than Sub-Section 12.A above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of Sub-Section 12.A is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of these Terms will continue to apply.
13. Survival.
Upon termination of your use of the Service or these Terms for any reason, in addition to this section, the following sections shall survive termination: (4, Fees), (6, Disclaimer of Warranties, Waiver and Limitation of Liability), (7, Indemnification), (9, Ownership of Intellectual Property), (10, Termination of Terms), (12, Arbitration), (15, Governing Law), and (16, Miscellaneous).
14. No Assignment.
You may not assign these Terms or any rights or obligations hereunder, by operation of law or otherwise, without our prior written consent and any attempted assignment may be void. We reserve the right to freely assign these Terms and the rights and obligations hereunder to any third party without notice and consent. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns.
15. Governing Law.
Any action, claim, or dispute related to these Terms of Service will be governed by the laws of the State of Illinois, excluding its conflicts of law provisions, and controlling U.S. federal law. The United Nations Convention on Contracts for the International Sale of Goods and Uniform Computer Information Transactions Act will not apply to these Terms of Service.
16. Miscellaneous.
If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect. V/C’s failure to act on or enforce any provision of these Terms will not be construed as a waiver of that provision or any other provision herein. No waiver will be effective against V/C unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. Except as expressly agreed by V/C and you, these terms and conditions, including any V/C policies referenced herein, constitute the entire agreement between you and V/C with respect to the subject hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between you and V/C with respect to the subject matter. Section headings are provided merely for convenience and will not be given any legal import.