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SellPro Mobile App Terms and Conditions of Use Agreement

 

Effective July 01, 2020

 

 

PLEASE READ THIS SELLPRO MOBILE APP TERMS AND CONDITIONS OF USE AGREEMENT CAREFULLY BEFORE CREATING YOUR PROFILE. By downloading, accessing or using the SellPro mobile app (the "App”) owned by mVentix, Inc., d/b/a SellPro ("mVentix”) you signify that you have read, understand and agree to be bound by all of the terms and conditions as set forth in this SellPro Mobile App Terms and Conditions of Use Agreement ("the Terms”). Access to and use of the App is conditioned upon acceptance of and compliance with these Terms. If you do not agree with any part of these Terms, then you do not have permission to access the Services. mVentix works with third-party partners to provide trainings, awards, rewards, and other content for the App, including without limitation manufacturers, authorized retailers, resellers, strategic partners and others, all of whom are collectively referred to herein as "Partners."

 

Voluntary Use, No Compensation, and Your Costs

 

Your use of the App is completely voluntary and for your own benefit. You shall not be entitled to compensation of any kind from mVentix for such use. To the extent that you use the App during work hours, any such use must be authorized by your employer. You agree that mVentix’s Partners shall not be required to compensate you for your use of the App, unless they provide their express written authorization in advance. You hereby waive any claims you may have against mVentix, its agents, and its Partners for any compensation of any kind for your use of the App, except as expressly authorized in advance in writing by such party. Your use of the App requires appropriate telecommunication links. mVentix shall have no responsibility or liability with respect to any mobile or other costs you may incur due to your use of the App. You are solely responsible for all of costs involved in your use of the App, including, but not limited to, mobile costs and any other costs that flow directly or indirectly from your use of the App.

 

Use Restrictions

 

Use of this App is limited solely to qualified retail or reseller sales associates and authorized representatives of mVentix or any of its Partners. You must be 16 years of age or older to use this App. A qualified retail or reseller sales associate is an individual who, at the time of use of the App, is engaged full time or part time as an employee, as opposed to an independent contractor, for a listed by mVentix retailer, reseller or Partner organization.

 

End-User License

 

mVentix grants you a personal, non-exclusive, non-transferable, non-sublicensable, limited and revocable license to download and use the App for personal use only in accordance with these Terms ("User License”). mVentix does not grant you any other rights whatsoever in relation to this App or the material contained therein. All other rights are expressly reserved by mVentix. Any use of the App in any other manner, including, without limitation, resale, reverse-engineering, disassembling, redistribution, transfer, modification, or distribution of the App or text, pictures, music, barcodes, video, data, hyperlinks, displays, and other content associated with the App ("Content”) is prohibited. You may not rent, lease, lend, sell, transfer, redistribute or sublicense the App. You may not copy (except as expressly permitted by this Agreement), decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the App, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law). If you breach any of these restrictions, you may be subject to prosecution and damages. This Agreement and User License also governs any updates or upgrades to, or supplements or replacements for, this App.

 

You may only have one single account in the App. Multiple accounts are prohibited and violate the User License granted herein.

 

The User License is effective until terminated by you or mVentix, with or without written notice. Your rights under the User License will terminate automatically without notice from mVentix if you fail to comply with any terms or conditions of the User License. Upon termination of the User License, you shall cease all use of the App and delete all copies.

 

Device Permissions

 

When you use the App, you may receive notifications on your device regarding local permissions settings. The App requires certain permissions to function properly. Though they may be named differently on different devices or operating systems, the following are the permissions required by the App.

 

  1. Your Accounts: (Identity): This permission is required so you can share achievements, certificates, and postings from social media accounts you choose to enable on your device. SellPro will never post anything on your social media accounts without your consent. To the extent the App allows you to link your account to any social networking or other online accounts, you may only link your own accounts. By linking your other accounts, you expressly authorize mVentix to access your account information from those third party accounts, on your behalf as your agent, and permit mVentix to access, use and, in some cases, store your account information.

  2. Storage: (Photos/Media/Files): The App is designed to work offline. This permission is required by the App so that files can be stored locally on your device and accessed when there is no active data connection. The App will not delete or alter any personal files, such as photos or audio, that you have already stored on your device or other connected media.

  3. Hardware Controls: (Camera/Microphone): The App requires access to the camera so you can scan event QR codes and take pictures.

  4. Phone Calls: (Device ID & call information):  The App requires access to your phone’s unique identification number so that it can send you push notifications. The App will not access your phone call data and will not request or store any phone numbers.

  5. System Tools: The App will temporarily prevent your device from going into sleep mode when the App is in use to prevent the device from dropping the Wi-Fi connection, which is required for the App to function properly. Closing the App will allow the device to go into sleep mode.

 

Location Data: The App uses location data to allow quick and easy event check-in and account creation.

User Information and Privacy

To use the App you are required to complete a user profile by (i) providing your first name, last name, and email address, (ii) identifying the listed retailer, reseller, or Partner for whom you are employed; and (iii) creating a screen name and password (collectively "Profile Data”). The App will also collect data relating to courses taken, scores received, awards received, time to complete courses or quizzes, event responses, and other similar in-App behavior and statistics (collectively "Behavior Data”). You also will have the option of providing information about your social media accounts if you wish to use them with the App ("Social Media Data”). The Profile Data, Behavior Data, and Social Media Data are collectively referred to herein as "User Information.” By using the App, you consent to the transmission of User Information to mVentix, including its agents and Partners, and to them receiving, collecting, storing, processing, transmitting, and using User Information for App functionality. Except for the foregoing, mVentix does not rent, sell, or share User Information with third parties without your permission, except (i) pursuant to judicial or other government subpoenas, warrants, or orders; (ii) where mVentix believes the rights, property, or safety of a third party is at risk; (iii) as necessary to enforce mVentix’s rights under this Agreement; or (iv) where otherwise required by law.

 

In connection with the distribution of awards and rewards only, as set forth in more detail below in the Awards and Rewards Section, mVentix will request your mailing address and, if applicable for tax reporting purposes, your taxpayer identification or social security number ("Personal Information”). mVentix will only collect Personal Information through a secure server outside of the App. It will never request Personal Information be provided within the App and no such Personal Information will be received or stored by the App. mVentix will use Personal Information solely for the purpose of distributing awards and rewards. It shall only disclose Personal Information to third parties to the extent required for shipping an award or for legal or tax purposes. Collection, use, distribution, retention, and protection of your Personal Information by BiG (as defined herein) as detailed herein in the Mall Credits (as defined herein) Rewards Section is the sole and exclusive responsibility of BiG. BiG is solely and exclusively liable for such collection, use, distribution, retention, and protection of your Personal Information submitted to BiG. Without in any way limiting or intending to revise the language in the External Services and Third-Party Materials Section herein, mVentix assumes no liability for BiG’s collection, use, distribution, retention, and protection of your Personal Information by or on behalf of BiG. Please refer to BiG’s terms as may be communicated to you for details regarding BiG’s collection, use, distribution, retention, and protection of your Personal Information.

 

mVentix may also collect non-personal information − data in a form that does not permit direct association with any specific individual. mVentix may collect, use, transfer, and disclose non-personal information for any purpose. Such non-personal information may include unique device identifier, operating system, App performance data, location, and the time zone where the App is used so that mVentix can better understand user behavior and improve its services.

 

Subject to these Terms and applicable law, mVentix will retain your non-personal information and Personal Information as necessary to comply with its legal obligations, resolve disputes, and enforce its agreements. mVentix has appropriate physical, administrative, and technical procedures in place, which are designed to protect and safeguard your data. Of course, although mVentix uses standard industry practices to protect and safeguard your data, it cannot guarantee that your communications with mVentix, Personal Information, or User Information will never be unlawfully intercepted or accessed by unauthorized third parties.

 

mVentix is committed to protecting the safety and privacy of young people using the Internet. People under the age of 16 are not authorized to use the App and mVentix does not knowingly collect Personal Information from them.

 

You shall be solely responsible for taking precautionary steps to protect Personal Information and User Information stored on your device, including without limitation, restricting access to your device and password-protecting it. You may not share your account, username, or password with any other party or use the account, username, or password of any other party. You will be solely responsible for all activities undertaken and all obligations made by you or through your account and your use of the App. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. Neither mVentix nor its Partners shall be responsible for any losses arising from the financial loss or theft of Personal Information or User Information due to unauthorized or fraudulent transactions related to the App.   

 

When you create your profile in the App you will be asked if you agree to receive push notifications or marketing/event emails, and whether you agree that the App may use location-based services available on your device. Each of these communications and services will be enabled only if you opt-in. You may opt-out of any of these communications or services at any time by selecting to do so on your device. SellPro reserves the right to send you specific e-mail notifications required for the App to function properly, including, but not limited to, profile confirmations, e-mail verifications, and award and reward claim notifications, even if you opt out of receiving SellPro marketing or event emails.

 

Questions or concerns regarding User Information or privacy can be directed to privacy@sellpro.net. 

 

Access to and Use of the App

 

You agree to access or use the App solely for legal purposes as allowed by these Terms. Amongst other things, you agree not to:

 

  1. hack into the App, or modify another website or mobile application so as to falsely imply that it is associated or affiliated with the App;

  1. damage, disable, overburden, transmit any worms or viruses or any code of a destructive nature, or interfere with any other party’s use and enjoyment of the App;

  1. violate any applicable laws, rules or regulations in your jurisdiction (including but not limited to trademark and copyright laws);

  1. use or copy any material from the App, including, but not limited to, onto other websites or in other mobile applications;

  1. frame any of the App onto your own or another person’s website or mobile application; or 

  1. access or attempt to access any password-protected, secure or non-public areas of the App without our express permission. 

 

Right to Change the App 

 

mVentix reserves the right to modify, suspend, or terminate the App, or any service, content, feature or product offered through the App, or terminate your right to access or use any portion of the App, with or without notice, at any time in its sole discretion. You agree that mVentix shall not be liable to you or to any third party for any modification, suspension, restriction, or termination of the App or any portion thereof. You acknowledge that there is no guarantee of any perpetual continuation of any portion of the App or otherwise to perform any part of the services offered through the App at any given time.

 

External Services and Third-Party Materials

 

The App may enable access to third-party services and websites (collectively and individually, "External Services"). Use of External Services requires Internet access and may require you to accept additional terms. Certain External Services may display, include or make available content, data, information, awards, apps or materials from third parties ("Third Party Materials”) or provide links to certain third party websites. By using the External Services, you acknowledge and agree that mVentix has no liability for and is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials. mVentix reserves the right to change, suspend, remove, or disable or limit access to any External Services at any time without notice and without any liability.

 

Awards and Rewards

 

mVentix offers awards to qualified sales representatives and authorized Partner brand representatives who complete trainings and successfully receive certification through the App. There may not be sufficient awards available to provide one to every individual who completes each course, so the awards are distributed randomly to those eligible users who successfully complete a timed skill test.

 

NO PURCHASE IS NECESSARY TO RECEIVE AN AWARD. NON POINTS PURCHASES CANNOT BE MADE THROUGH THE APP AND YOUR CHANCES OF RECEIVING AN AWARD ARE NOT AFFECTED IN ANY WAY BY CONSIDERATION OF ANY KIND.

 

The rules set forth below relating to awards are subject to change at any time without notice by mVentix and are subject to the independent interpretation of mVentix in its sole discretion.

 

  1. Eligibility: Awards are available only to authorized Partner brand representatives and to the employees of listed retailers and resellers who are legal residents of and located within the 50 United States, Puerto Rico, or the District of Columbia (the "Territory”), and at least 16 years of age at time of award collection and redemption. If you are under the age of 18, you must have the written authorization of a parent or guardian to participate and your parent or guardian must consent to these Terms on your behalf. Awards are void outside the Territory, in the U.S. Virgin Islands, U.S. Military installations in foreign countries, and where prohibited or restricted by law. Employees and immediate families (parents, children or siblings, whether or not the individual lives in the same household) of mVentix, its advertising and promotions agencies and each of their affiliates, participating vendors, or any other company involved with the design, production, execution or distribution of the applicable award are ineligible to receive awards. All federal, state, and local laws and regulations apply.

  2. You must set up a single user account in SellPro with complete, accurate, and current information. Use of multiple accounts to compete for awards is strictly prohibited. Any award recipient who is found to have multiple accounts shall be immediately disqualified and shall not receive any awards. Mass entries, or entries generated by a script, macro or use of automated devices will also be disqualified. You must complete the training course and pass a certification test before you can qualify to receive any awards associated with that training.

  3. Awards: Available awards will be distributed based on an in-App game and skill test. You can earn SellPoints by completing courses and taking advantage of other features available within the App. You can use your SellPoints to play games within the App. If your game play triggers an award for which you are eligible, as a result of having successfully completed the associated training and certification, you will then be given a timed quiz to test your knowledge of that product or service. If you pass the timed quiz, you will receive the associated award. SellPoints are usable only once. If you land on a selection for an award for which you are ineligible or on a selection for which there is no award, your SellPoint is spent and cannot be recovered, even if you subsequently take the appropriate training.

  4. Details regarding individual awards can be found within the App. Award selection shall be random. The odds of you landing on any award depend on the number of units of that award available, the number of eligible users, and the number of users who randomly land on that award with their game play and successfully complete the timed quiz. When awards become available they will show up on the in-App game(s). Once all of the units of that award have been distributed, it will be removed from the game(s). Any award visible within a game is eligible to be and shall be awarded so long as a qualified user claims it. The value of each award shall not exceed $5,000 and is not dependent on the number of users who attempt to receive it.

  5. Mall Credits. Mall Credits are a form of award that you can earn by playing in-App games and taking a skill test or a form of reward that you can earn by redeeming SellPoints. Mall Credits can be used in the Business Impact Group ("BiG”) catalogue portion of the App, called the Mall ("Mall”). The value and availability of Mall Credits for redemption via the Mall shall be determined by mVentix or its Partners in their sole and absolute discretion. Mall Credits may only be used once. Reward items from the Mall are redeemed via Mall Credits as is. There are no returns or exchanges, substitutions or transfers, and no cash value. The ability to collect or redeem Mall Credits can cease at any time with or without notice. BiG is solely responsible for all aspects of the functionality of the Mall portion of the App, including without limitation the availability, fulfillment, and functionality of rewards, and mVentix assumes no liability therefor. Any defects in any reward items obtained through the Mall must be resolved with BiG.

  6. Delivery. Upon completion of the timed quiz, you will be notified if you successfully won the related award. To claim your award, you will be required to confirm your email address. You will then be provided by email with a link to a website where you will be required to electronically sign a Release of Liability, Declaration of Eligibility, and Publicity Agreement. If you are under the age of 18, the agreement must also be signed by your parent or legal guardian. You will also be required to electronically complete an employer verification form and an IRS Form W9 if the cumulative value of awards you have claimed exceeds $600 within a calendar year. These forms must be completed within seven (7) days of the notification date or the award may be forfeited. Upon receipt of all required documentation, and upon verification of award eligibility, mVentix or its Partner will deliver the award to you using the delivery information you specified when you claimed the award within 8 weeks. Unless otherwise indicated, no cash alternative, substitution, or transfer of award is permitted, unless the award becomes unavailable, in which case mVentix may provide an award of equal or greater value at its sole discretion. Return of any award as undeliverable may result in disqualification. Taxes and any other expenses and incidentals not mentioned herein are your sole responsibility.

  7. Rewards. The App contains a store where authorized Partner brand representatives and employees of listed retailers and resellers who are legal residents of and located within the Territory, and at least 16 years of age at time of reward collection and redemption can use their SellPoints to redeem rewards. Rewards only become available after the completion of trainings specific to that reward. Once a reward is unlocked, it may be redeemed if it is still available and you have a sufficient number of SellPoints. Reward items may become unavailable at any time. Reward items are redeemed as is. There are no returns or exchanges, substitutions or transfers, and no cash value. Any defects in the rewards items need to be taken up directly with the manufacturer and mVentix offers no warranty and assumes no liability therefore.

  8. Conditions. By using SellPoints to obtain awards or rewards, including any Mall Credits, you agree to abide by and be bound by these rules and any other terms set forth for the applicable award in the App. Award and reward recipients consent to use of their name and likeness for advertising/publicity purposes without additional compensation, except where prohibited by law. mVentix makes no warranty, express or implied, with respect to the accuracy of any information supplied by BiG and manufacturers relating to the rewards. You hereby release and hold harmless mVentix, its Partners, its listed retailers and resellers, its advertising and promotions agencies, and each of their respective parent companies, subsidiaries, related entities, affiliates, and agencies, including without limitation BiG ("Releasees") from any and all claims, demands, losses and liabilities arising out of any use or misuse of the awards and rewards distributed hereunder. The Releasees assume no liability or responsibility for damages, losses or injury resulting from any and all acceptance or use of the awards and rewards. You also waive any claims you may have against Releasees arising from the use of SellPoints, Mall Credits, or the process for distributing awards and rewards within the App.

  9. Neither any Releasee, any telephone network, nor any service provider is responsible for any technical malfunctions, lost or delayed data transmission, service interruption, device failures software bugs, inability to access the App, or any other technical difficulties that impede or prevent your ability to use SellPoints or compete for awards or redeem rewards. If mVentix determines, in its sole discretion, that there is any suspected or actual electronic tampering or if technical difficulties compromise the integrity of any award or reward, it reserve the right to void or modify that award or reward. Any attempt to deliberately tamper with the distribution of any award is unlawful and subject to legal action.

  10. Recipient’s List: For a list of recipients of any award, send a separate, self-addressed, stamped envelope (VT residents may omit return postage), clearly identifying the name of the particular award on the envelope, for each such request to: Award Recipients, mVentix, Inc., 21600 Oxnard Street, Suite 1700, Woodland Hills, CA 91367 no later than thirty (30) days after the award has been distributed.

  11. Sponsor: Each award is sponsored by mVentix, Inc., 21600 Oxnard Street, Suite 1700, Woodland Hills, CA 91367. mVentix, either directly or through a Partner, shall be solely responsible for all costs and required notices related to the awards to be given to recipients, including, without limitation, any delivery charges and 1099 Tax Notifications.

  12. Only participants who provide a valid street address will receive awards. Participants who provide a P.O. Box address will be disqualified. If travel awards are offered, they may be for a single traveler or include a companion. Review the award details for more information. Blackout periods and travel restrictions may apply and travel companion, if any, may be required to execute a liability and publicity release (where not prohibited by law).

 

No Warranties

MVENTIX IS PROVIDING THE APP AND ALL CONTENT THEREIN TO YOU "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED. YOU ARE USING THE APP AT YOUR OWN RISK. TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, MVENTIX AND ITS PARTNERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES THAT THE APP IS MERCHANTABLE, RELIABLE, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, NON-INFRINGING OR FREE OF DEFECTS OR ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, OR THAT THE USE OF THE APP BY THE USER IS IN COMPLIANCE WITH LAWS, OR THAT PERSONAL INFORMATION AND USER INFORMATION TRANSMITTED IN CONNECTION WITH THE APP WILL BE SUCCESSFULLY, ACCURATELY OR SECURELY TRANSMITTED, OR THAT OPT-OUT CHOICES WILL BE SUCCESSFULLY EXECUTED IN ALL CASES.

 

No Liability

 

TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, IN NO EVENT SHALL MVENTIX OR ITS AGENTS OR PARTNERS (A) BE LIABLE TO YOU WITH RESPECT TO USE OF THE APP; AND/OR (B) BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOSS, THEFT OR CORRUPTION OF USER INFORMATION, THE INABILITY TO USE THE APP, OR DEVICE FAILURE OR MALFUNCTION. YOUR SOLE REMEDY IS TO CEASE USE OF THE APP. MVENTIX, INCLUDING ITS AGENTS AND PARTNERS, SHALL NOT BE LIABLE EVEN IF ANY OF THEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES OR INJURY CAUSED BY ERROR, OMISSION, INTERRUPTION, DEFECT, FAILURE OF PERFORMANCE, UNAUTHORIZED USE, DELAY IN OPERATION OR TRANSMISSION, LINE FAILURE, COMPUTER VIRUS, WORM, TROJAN HORSE OR OTHER HARM.

 

Indemnity

 

You shall defend, indemnify, and hold harmless, mVentix, any subsidiaries and/or affiliates, Partners, and any other third party partners, and each of its and its and their employees, contractors, directors, suppliers, agents, and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees and other legal costs, that arise from or relate to (i) your use or misuse of the App; (ii) your use of the products, services, and experiences offered on the App; (iii) violation of these Terms; (iv) violation by you, or any third party using your account, of any law and/or intellectual property or other right of any person or entity; or (v) any content you submit. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

 

Remedies

 

In addition to any other available remedies, if you breach any of the terms or conditions listed within these Terms, mVentix may immediately terminate these Terms and pursue legal action and/or equitable injunctions in order to compensate mVentix for all injuries caused by such breach. You also further agree to forfeit any compensation earned by you in connection with your breach(es) of these Terms.  

 

Equitable Remedies

 

You hereby agree that if the terms of these Terms are not specifically enforced, mVentix will be irreparably damaged, and therefore you agree that mVentix shall be entitled, without bond, other security, proof of damages, to appropriate equitable remedies with respect any of this Agreement, in addition to any other available remedies. You hereby expressly waive all rights to injunctive relief.

 

Intellectual Property

 

All intellectual property in the App, including all content, is protected by copyright, trademark, or patent laws, and is owned exclusively by mVentix or its Partners. Intellectual property, includes, but is not limited to, computer or software code, scripts, design elements, graphics, videos, interactive features, artwork, text communication, and any other content that may be found on or in the  

App. All trademarks, service marks and trade names, including without limitation "SellPro," are owned, registered, or licensed by mVentix and may not be copied, imitated or used, in whole or in part, without the prior written permission of mVentix or the applicable trademark holder.  

 

Choice of Law, Jurisdiction and Venue

 

These Terms are governed by the laws of the State of California, United States of America, without regard to conflict of laws rules. You irrevocably consent to the exclusive jurisdiction of the state or federal courts in Los Angeles County, California, United States of America for purposes of any legal action arising out of or related to the use of the App, the distribution of awards or rewards, or these Terms and you hereby waive any claim that such forum is inconvenient. Any disputes or differences between the parties arising out of these Terms which the parties are unable to resolve themselves shall be submitted to and resolved by arbitration as provided herein below. Notwithstanding the arbitration obligations, mVentix shall be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction located in Los Angeles, California and you consent to personal jurisdiction of any court of competent jurisdiction in Los Angeles, California. Access to or use of the App is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this paragraph.

 

Arbitration

 

This Agreement requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limits the remedies available to you in the event of a dispute. Please read this carefully. It affects your rights.

 

Except for a claim by mVentix of infringement or misappropriation of its patent, copyright, trademark, or trade secret and/or mVentix’s ability to seek injunctive or other equitable relief, any and all disputes between you and mVentix arising under or related in any way to these Terms must be resolved through binding arbitration as described in this section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to your use of the Services. You agree that by entering into these Terms, you and mVentix are each waiving the right to trial by jury or to participate in a class action. You and mVentix agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Any arbitration will take place on an individual basis; class arbitrations and class actions are not permitted.

 

The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association ("AAA”), as modified by this section. For any claim where the total amount of the award sought is $10,000 or less, the AAA, you and mVentix must abide by the following rules: (a) the arbitration shall be conducted solely based on written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in Los Angeles, California. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction. In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the state or federal courts located in Los Angeles, California. Any arbitration proceedings held hereunder shall be confidential.

 

Attorney’s Fees and Costs

 

Should it become necessary for any party to these Terms to bring a claim in arbitration and/or litigation to enforce any provision herein, or for damages on account of any breach of these Terms, each party shall bear its own costs and expenses incurred in the arbitration and/or litigation, which includes but is not limited to any attorney’s fees and court costs.

 

Termination

 

These Terms and the User License are effective until terminated by you or mVentix, with or without written notice. Your rights under the User License will terminate automatically without notice from mVentix if you fail to comply with any terms or conditions of the User License. Upon termination of the User License, you shall cease all use of the App and delete and uninstall all copies.

 

Severability

 

If any of these Terms shall be deemed invalid, void, or for any reason unenforceable, those terms shall be deemed severable and shall not affect the validity and enforceability of any remaining terms. Failure of mVentix to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision in that or any other instance.

 

Modification of these Terms

 

mVentix may change these Terms or any other mVentix terms, conditions, or policies related to use of the App at any time and in its sole discretion by posting revisions on the App website (https://www.sellpro.net) or within the App. Your continued use of the App following the posting of these changes or modifications will constitute your acknowledgement and agreement thereto. If you do not agree to these Terms or any revisions to them, you must immediately uninstall the App and discontinue its use. Only a specific, written waiver signed by an authorized representative of mVentix shall have any legal effect as a waiver by mVentix of any Terms of this Agreement.

 

Third Party Beneficiary

 

You agree that mVentix’ agents, Partners, service providers, and licensors are third party beneficiaries to this Agreement and may rely upon its provisions, including but not limited to, the provisions concerning No Warranties and No Liability.

 

General Legal Provisions

 

These Terms (and any other document referred to in these Terms and any other terms and conditions specifically agreed between you and us in writing) contain all the terms agreed between us and you regarding their subject matter and supersedes and excludes any prior terms and conditions, understanding or arrangement between us and you, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between us and you prior to these Terms except as expressly stated in these Terms.

 

No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. You may not assign your rights under this Agreement to any party; we may assign our rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns.

 

Contact

 

If you have concerns relating to the App or these Terms, please contact us at legal@sellpro.net.