VOW TERMS OF SERVICE

Effective Date: May 1, 2021

These terms of service (these “Terms”) governs your use of our website (the “Site”) and related products and services, including any content or information provided as part of the Site or such related products, services or websites (collectively with the Site, the “Services”). “We” or “us” or “our” or “Vow” means Vow, Inc., a South Carolina corporation with offices at 109 Builders Court, Boiling Springs, SC 29316. 

These Terms may apply to you individually, the business or other legal entity user you represent, or both. If you are using the Site or Services on behalf of a company or other legal entity, you hereby represent and warrant that you have the authority to enter into these Terms on behalf of such entity.  By accessing,  registering for or using the Services, you: (1) acknowledge that you have read and understand these Terms; (2) agree to be bound by them in their entirety, and (3) are entering into a legally binding agreement with us. As used in these Terms and unless separately identified as applicable to either an individual or entity, “Pharmacy” “you” or “your” refer to both you individually and the entity on behalf of which you are entering into these Terms.

Our Privacy Policy, available at https://vowinc.com/client/privacy, is incorporated by reference into these Terms. Please read these Terms and the Privacy Policy carefully before you access the Services, as these Terms form a binding legal agreement between you and Vow. 

BY ACCEPTING THESE TERMS, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY ACCESSING AND USING THE SERVICE, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE SERVICES. YOUR USE OF OUR SERVICES REQUIRES YOUR ACCEPTANCE OF THESE TERMS AS THEY MAY BE AMENDED FROM TIME TO TIME, INCLUDING THE POLICIES INCORPORATED BY REFERENCE HEREIN, WHICH INCLUDES THE VOW PRIVACY POLICY. 

  1. USE OF THE SERVICE
    1. Use of the Service. To be eligible to use the Services, you represent and warrant that you: (i) are at least 18 years of age, or otherwise over the age of majority in the jurisdiction in which you reside; (ii) are not currently restricted from the Services and are not otherwise prohibited from having an account related thereto; (iii) will only maintain one account at any given time; (iv) will only provide accurate information to us; (v) have full power and authority to enter into these Terms and doing so will not violate any other agreement to which you are a party; and (vi) will not violate any our or a third party’s rights. You assume all responsibility for your use of, and access to, the Services. Accounts are for a single user, company or other legal entity, as applicable. Any multiple-party use, other than individual use on behalf of a company or other legal entity, is prohibited. For example, sharing a login between non-entity individual users is prohibited. Subject to the terms and conditions of these Terms, we grant you a limited, worldwide, non-exclusive, non-transferable right during the term of these Terms to use the Service solely in connection with your internal business operations. Your rights to use the Service are subject to any limitations on use of the Service based on the version of the Service you register for (e.g., applicable usage limits) (collectively, the “Scope Limitations”) and your rights to use the Service are contingent upon your compliance with the Scope Limitations and these Terms. You are solely responsible for your conduct, any data uploaded into the Service, or otherwise provided for processing by the Service (collectively, “Your Data”), the content of Your Data and legality and means by which you acquired it, and all communications with others while using the Service. You acknowledge that we have no obligation to monitor any information on the Service, but we may remove or disable any information that you make publicly available on the Service at any time for any reason or for no reason at all. We are not responsible for the availability, accuracy, appropriateness, or legality of Your Data or any other information you may access using the Service. 
    2. Acceptable Use. Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize third parties to: (a) rent, lease, or, except as explicitly set forth in these Terms, otherwise permit third parties to use the Service; (b) use the Service to provide services to third parties as a service bureau or in any way that violates applicable law; (c) circumvent or disable any security or other technological features or measures of the Service, or attempt to probe, scan or test the vulnerability of a network or system, or to breach security or authentication measures; (d) upload or provide for processing any information or material that is false, misleading, illegal, defamatory, offensive, abusive, obscene, or that violates privacy or intellectual property rights of any third party; (e) use the Service to harm, threaten, or harass another person or organization; (f) send, store, or distribute any viruses, worms, Trojan horses, or other disabling code or malware component harmful to a network or system; (g) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to download, access, retrieve, index, “data mine”, or in any way reproduce or circumvent, avoid, bypass, remove, or deactivate the navigational structure or technical measures or presentation of the Services or its contents; (h) attempt to probe, scan or test the vulnerability of the Services or any of our systems or network or breach any security or authentication measures; (i) mislead recipients as to your identity, create a false caller ID (e.g., ID spoofing), forge addresses or headers, or fraudulently undertake other technical measures to misrepresent the origin or identity of the sender; (j) perform auto-dialing or “predictive dialing”; trunk or forward your Vow phone or fax number to other numbers that handle multiple simultaneous calls or to a private branch exchange (PBX) or a key system; traffic pumping or access stimulation of calls through the Services or (k) use, display, “frame” or “mirror” any part of the Services, our names, any of our trademarks, logos or other proprietary information, or the layout and design of any page or form contained on a page, without prior written authorization from us. You will not copy, reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Service or its underlying software. You will neither alter nor remove any trademark, copyright notice, or other proprietary rights notice that may appear in any part of the Service and will include all such notices on any copies. 
    3. Accounts. You may not share your account with anyone else. As part of the registration process, you may be asked to identify your employer to be associated with your account. You will not misrepresent your or your employer’s identity, or otherwise provide any false or misleading information. We may reassign the domain name associated with your account and change the way you access the Service at any time in our sole discretion. You are responsible for maintaining the confidentiality of your login, password, and account and for all activities that occur under your login and account. 
    4. Beta Versions. From time to time, we may make available for you to try, at your sole discretion, certain functionality related to the Service, which is clearly designated as beta, pilot, limited release, non-production, or by a similar description (each, a “Beta Version”). Beta Versions are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. We may discontinue Beta Versions at any time in our sole discretion and may never make them generally available. We have no liability for any harm or damage arising out of or in connection with a Beta Version.
    5. Reservation of Rights. We retain all right, title, and interest in and to the Service, its underlying technologies, and all related intellectual property rights, including without limitation any modifications, updates, customizations, cards, apps, or other add-ons. Your rights to use the Service on are limited to those expressly set forth in these Terms. We reserve all other rights in and to the Service and its underlying technologies. 
    6. Business Associate Agreement. The parties acknowledge and agree that Pharmacy is a “Covered Entity” as such term is defined under the Health Insurance Portability and Accountability Act of 1996, and associated regulations, in each case, as amended from time to time (“HIPAA”) and that Pharmacy’s use of the Services may involve the use and/or disclosure of protected health information (“PHI”) as defined under HIPAA. The parties acknowledge and agree that to the extent that Vow is required to access, create, use, disclose, transmit or maintain PHI in providing Pharmacy the Services hereunder, Vow’s HIPAA Business Associate Agreement (“BAA”), available at https://vowinc.com/client/business-associate-agreement and incorporated by reference in its entirety into these Terms, is to govern such access, creation, use, disclosure, transmission and/or maintenance. If a conflict exists between the terms and conditions of these Terms and those of the BAA, the terms and conditions of the BAA will control with respect to the treatment of PHI. Unless expressly provided otherwise in writing, each party shall only use PHI as authorized under these Terms and in accordance with the BAA.
    7. Voice Recordings. The Services may provide a feature that transcribes your voicemails. Voicemail transcription is only available in your dashboard and for voicemails that are longer than six (6) seconds. Voicemail transcription is not instantaneous and may delay the delivery of the voicemail. Accuracy of the transcription can be influenced by the accent of the speaker, quality of the connection, and other factors. We make no representations or warranties about the accuracy of the voicemail transcriptions. You are solely responsible for confirming the accuracy of your transcriptions. We have no liability for any harm or damage arising out of or in connection with an inaccurate transcription. 
    8. Call Recordings. The Services may provide a feature that records your calls. You acknowledge that there are laws governing the electronic recording of telephone conversations and that we are not liable for any illegal use of the Services. It is your responsibility to determine and comply in full with your compliance obligations. No Services or products offered by us are represented or warranted to comply with electronic recording laws.
    9. Professional Services. We offer a broad portfolio of professional services that includes professional website design, smartphone app development, branding and printing, and other IT related optional services. Any such services are governed by a separate agreement which must be executed by the parties. 
    10. Service Availability. You are responsible for making Your Data available that is necessary for us to provide the Service. Actual service coverage, speeds, locations and quality may vary. We will attempt to provide the Services at all times, except for periods for maintenance and repair or in the case of emergencies or outages. The Services may be subject to unavailability for a variety of factors beyond our control including, without limitation, emergencies, third-party service failures, transmission, equipment or network problems or limitations, interference, signal strength, and may be interrupted, limited or curtailed. Delays or omissions may occur. We are not responsible for data, messages or pages lost, not delivered, delayed or misdirected because of interruptions or performance issues with the Services or communications services or networks. We may impose usage or Services limits, suspend the Services, or block certain kinds of usage in our sole discretion to protect users, data, our systems, or the Services. The accuracy and timeliness of data received is not guaranteed.
  2. Emergency Services
    1. Emergency Services. 911 dialing will be implemented and operational with the Services (the “Emergency Services”).  You must register the address of the physical location where you will use the Emergency Services (“Registered Address”) with Vow immediately upon activation of your account. This is your Registered Address. You must accurately register each individual line through your account settings. You must use the Emergency Services only at the Registered Address provided for the applicable Services. If you move a registered device, you must immediately update the Registered Address with the new physical location of the device with us in your account settings. If you do not update the Registered Address, any 911 calls made from the device may be sent to the wrong emergency response center and will not transmit your current location information to emergency responders, delaying emergency assistance to you. It may take up to several hours for the address update to take effect. You are solely responsible for ensuring that an accurate and up-to-date Registered Address is maintained, and that your end users are aware of how the Registered Address can be changed.
    2. Service Limitations. The Emergency Services will not function (i) in the event of an Internet or power outage; or (ii) if your broadband, ISP, or Services is terminated. It is possible that network congestion will delay or prevent completion of any 911 call.  
    3. Emergency Center. When you dial 911 using Emergency Services, your phone number and the Registered Address you have provided is sent to the local emergency center serving your location. In some areas, emergency operators have access to this information; however, in areas where only basic 911 service is available, the emergency operator answering the call may not be able to see your telephone number or your Registered Address. You should always be prepared to provide the emergency operator with your telephone number and Registered Address in case the call is dropped or disconnected. If you are unable to speak, the emergency operator may not be able to send help to your location and/or call you back should the call be disconnected. Vow does not control whether or not the emergency operator receives your telephone number and Registered Address. In some cases, 911 calls dialed using the Emergency Services cannot be directed to the local emergency response center, and are instead directed to a National Emergency Call Center (the “NECC”). That might happen if there is a problem validating a Registered Address, if the Registered Address is an international location, or if the Registered Address is in an area that is not covered by the landline 911 network. 911 calls that are directed to the NECC may not include your telephone number or your Registered Address. Trained operators at the NECC will request your name, location, and telephone number and attempt to reach emergency responders in your local area. Until you give the operator your phone number, and location, he/she may not be able to call you back or dispatch help to your location if the call is dropped or disconnected. 
    4. Notification. You must notify any employees, contractors, guests, or persons who may place calls using the Services or may be present at the physical location where the Services may be used, of the limitations of Emergency Services from your phone, or other equipment. You must affix a warning that 911 services may be limited or unavailable in a readily visible place on each piece of equipment that might be used to access or use the Services, as required by 47 C.F.R. § 9.5.  
    5. Disclaimer of Emergency Services. Your use, and use by your employees, guests and other third parties, of the Emergency Services are subject to the limitations described herein. The availability of certain features, such as transmission of a Registered Address or your telephone number, depends on whether local emergency response centers support those features, and other factors outside of Vow’s control. Vow relies on qualified third parties to assist us in routing 911 calls and text messages to local emergency response centers and to the NECC. Vow does not have control over local emergency response centers, the NECC, emergency responders, or other third parties. Vow disclaims all responsibility for the conduct of local emergency response centers, the NECC, third parties engaged by you to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Vow from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or 911 call or the Emergency Services.

You indemnify and hold harmless Vow, and any third-party provider(s) from any and all third-party claims, losses, damages, fines, or penalties arising out of: (i) you or your end user’s provision to Vow of incorrect information, including physical addresses, or failure to update a Registered Address; (ii) your failure to properly notify any person who may place calls using the Services of the 911 limitations; or (iii) the absence, failure, or outage of emergency service dialing using the Services for any reason; and (iv) the inability of any end user to be able to dial 911 or access emergency service personnel for any reason.  

  1. NUMBERING POLICY
    1. Numbering Availability. Vow makes available phone numbers for use with the Services, which you may select for assignment to your account. Vow’s listing of a number as available may be erroneous and does not constitute a representation or guarantee that such number is actually available for such assignment. In the event a chosen number is not actually available, Vow may remove such number from an account. Telephone numbers provided by Vow to you shall be leased and not sold. You may not use the number issued to you with any other device other than with the Services without the express written permission of Vow. Vow reserves the right to change, cancel or move the number at its sole discretion.
    2. Number Porting. You must keep your existing service active in order to port a phone number to Vow. In order to request the porting out to another services provider of a telephone or facsimile number currently assigned to your account, you must follow the instructions specified by that services provider and must provide all information and cooperation requested by the relevant other services providers, Vow, or any other relevant third party. The porting of phone numbers into or out of an account requires your provision of specific and detailed information to Vow and/or other service providers, and procedures imposed by other service providers or Vow in order to comply with law and industry standards. Therefore, the completion of any number port request may depend on factors outside of Vow’s control, including delays caused by you and/or other service providers. You may port your number out of the Services upon termination of these Terms only if you have maintained your account in good standing. 
  2. RIGHT TO RESTRICT OR TERMINATE ACCESS
    1. Termination. We may deny, suspend, terminate or restrict your access to all or part of the Services without notice in our reasonable discretion. 
    2. Post-Termination Obligations. Following termination, you shall immediately cease use of the Services and any license granted to you under any agreement related to your use of the Services shall immediately terminate. Upon termination, we may delete all of your data, and other information stored on our servers. Sections 1.3, 1.6, 1.7, 1.9, 1.10, 2.5, 4.2, 6.1, 8, 9, 10, 11, 12, 13 and 15 will survive termination. 
  3. CHANGE TO THE TERMS. We may add to, change or remove any part of these Terms, at any time without prior notice to you other than listing of a later effective date than the one set forth at the top of these Terms. Such modification shall be effective immediately upon posting a notification within the Services or by contacting you via email at the address you provided. As your next use of the Services may be governed by different Terms, we encourage you to look for a new effective date on these Terms when you use the Services. It is your responsibility to check these Terms periodically for changes. If we make any material changes to these Terms, we will endeavor to provide all registered users with additional notice of any changes, such as at your e-mail address of record or when you log-in to your account. Your use or continued use of the Services following the posting or notice of any changes to these Terms shall constitute your acceptance of the changed Terms.
  4. FEES
    1. If you purchase any Services that we offer for a fee (“Paid Services”), you agree to pay the applicable fees for the Paid Services when due plus all related taxes. All applicable taxes are calculated based on the billing information you provide us at the time of purchase. Unless otherwise denoted, all fees are assessed in U.S. dollars. You also agree that Vow and its third-party service providers providing payment processing services may store your payment information. We may charge your payment information for subsequent charges you authorize, such as account upgrades or other special charges authorized by you. If the payment method you use with us reaches its expiration date and you do not edit the applicable information or cancel such Paid Service, you authorize us to continue billing that payment method and you remain responsible for any uncollected amounts. If you purchase a subscription to a Paid Service, you will be billed for your first month immediately upon purchasing or upgrading to a subscription account. Unless otherwise set forth on an applicable ordering document incorporating these Terms, the Services are billed in advance on a monthly basis and are non-refundable. For any upgrade or downgrade in plan level, your payment information will automatically be charged the new rate on your next billing cycle in addition to the prorated change in the amount of your subscription for the remainder of the current billing cycle (downgrading your plan level may cause the loss of features or capacity of your account; Vow does not accept any liability for such loss). Your subscription account shall automatically renew, provided that you may cancel the subscription any time before the end of the current billing period and the cancellation will take effect on the next billing period. You shall retain access to such Paid Services from the time you cancel until the start of the next billing period, but you will not receive a refund or credit for any days remaining in your current billing period. You agree to reimburse us for all collection costs and interest for any overdue amounts.
    2. Vow may offer certain customers free trials to Paid Services. If you purchase a subscription to a Paid Service that includes a free trial, you will receive free access to such Paid Service for the duration of the free trial period. At the end of the applicable free trial period, you will be charged the price of the subscription for such Paid Service and may continue to be charged until you cancel your subscription. To avoid charges, you must cancel before the end of the free trial period.
    3. Failure to pay may result in the termination of your subscription. You may cancel or suspend your Paid Services by contacting Vow by email at accounting@vowinc.com or by regular mail to 109 Builders Ct, Boiling Springs, SC 29316 with at least thirty (30) days prior notice. All balances for your Paid Services, whether recurring or one-time, must be paid in full prior to cancelling or suspending your Paid Services. Unless expressly stated to the contrary, we do not guarantee refunds for lack of usage, dissatisfaction or any other reason. Paid Services may be subject to additional terms, in addition to these Terms, related to the provision of the Paid Service.
  5. DATA 
    1. Data Transmission. You acknowledge that use of the Service involves transmission of Your Data and other communications over the Internet and other networks, and that such transmissions could potentially be accessed by unauthorized parties. You must protect your login name and password from access or use by unauthorized parties, and are solely responsible for any failure to do so. You must promptly notify us of any suspected security breach at privacy@vowinc.com. 
    2. Your Data. Your Data is your property. We use data in accordance with our privacy policies found at https://vowinc.com/client/privacy. You grant us a non-exclusive, worldwide, perpetual, royalty-free license to use, copy, transmit, sub-license, index, store, aggregate, and display Your Data as required to provide or perform the Service, account management and support services, and technical services, and to publish, display, and distribute de-identified information derived from Your Data and from your use of the Service for any lawful purposes, including, without limitation, improving our products and services, developing new products and services, and developing, displaying, and distributing benchmarks, analysis and similar reports, provided that we do so in accordance with all applicable laws.
  6. FEEDBACK AND OTHER CONTENT. The Service may permit you to or you may otherwise submit feedback, user community contributions and comments, technical support information, suggestions, enhancement requests, recommendations, and messages relating to the use and operation of the Service. You grant to us a royalty-free, fully paid, non-exclusive, perpetual, irrevocable, worldwide, transferable license to display, use, copy, modify, publish, perform, translate, create derivative works from, sublicense, distribute, and otherwise exploit such content without restriction.
  7. DISCLAIMERS
    1. General Disclaimer. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. WE DO NOT MAKE ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICE. WE DO NOT WARRANT THAT THE SERVICE IS ERROR-FREE OR THAT OPERATION OR USE OF THE SERVICE WILL BE SECURE OR UNINTERRUPTED. WE EXERCISE NO CONTROL OVER AND EXPRESSLY DISCLAIM ANY LIABILITY ARISING OUT OF OR BASED UPON THE RESULTS OF USE OF THE SERVICES OR DOCUMENTATION. VOW IS NOT RESPONSIBLE FOR THE FAILURE TO STORE OR MAINTAIN ANY OF YOUR DATA, CONTENT OR TRANSCRIPTIONS, USER COMMUNCIATIONS, ACCOUNT INFORMATION, OR PERSONAL SETTINGS. VOW MAKES NO WARRANTY ABOUT THE COMPLETENESS OR ACCURACY OF THE TRANSCRIPTION.
    2. High-Risk Activities. The SERVICE IS not designed or licensed for use in hazardous environments requiring failsafe controls, including without limitation operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, OR life support or weapons systems, in which the failure of the SERVICE OR ITS UNDERLYING SOFTWARE could lead to death, personal injury, or severe physical or environmental damage. WE specifically disclaim any express or implied warranty of fitness for such high-risk activities.
  8. INDEMNIFICATION. You agree to defend, indemnify and hold us, our affiliate companies, and each of our respective directors, officers, employees, contractors, agents, successors and assigns harmless from any claim or demand, including reasonable attorneys’ fees, arising out of or relating to (i) any violation of these Terms by you; (ii) Your Data or any other content or material you submit or otherwise transmit through our Services; (iii) your violation of any applicable laws or rights of another; (iv) your negligent or more culpable conduct; or (v) your use of the Services. We may, at our own expense, elect to assume the exclusive defense and control of any third party claim otherwise subject to defense by you. You may not settle or compromise any claim subject to this section without our prior written consent in our sole discretion.
  9. LIMITATIONS OF LIABILITY
    1. Disclaimer of Indirect Damages. UNDER NO CIRCUMSTANCES WILL WE, OUR AFFILIATES, EMPLOYEES, OFFICERS, AGENTS, REPRESENTATIVES, LICENSORS OR OTHER THIRD PARTY PARTNERS (“VOW PARTIES”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY; INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM PERSONAL INJURY, DEATH, LOST PROFITS, LOST DATA, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, WHETHER DIRECT OR INDIRECT, ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. YOUR SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICES.
    2. Cap on Liability. TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL ANY VOW PARTIES’ TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF (A) TOTAL AMOUNTS PAID BY YOU UNDER THESE TERMS DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM OR (B) FIVE HUNDRED DOLLARS ($500).
    3. Claims Period Limitation. You agree any cause of action arising out of or related to the use of our Services must be commenced within two (2) years after the cause of action accrues, or such action will be permanently barred. 
    4. Exception. Some states or jurisdictions may not allow the exclusion or the limitation of liability. In such states or jurisdictions, the Vow Parties’ liability to you shall be limited to the full extent permitted by law.
    5. Independent Allocations of Risk. Each provision of these terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks of these terms between the parties. This allocation is reflected in the pricing offered by us to you and is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these terms. The limitations in this section will apply notwithstanding the failure of essential purpose of any limited remedy in these terms.
  10. ARBITRATION AGREEMENT
    1. 12.1.Mandatory Arbitration; Exceptions and Opt-Out. You agree that any dispute, claim or controversy arising out of or relating to these Terms or the Services (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). You will also have the right to litigate any other Dispute if you provide us with written notice to opt out of arbitration (“Arbitration Opt-out Notice”) by certified mail to 109 Builders Ct, Boiling Springs, SC 29316 within thirty (30) days following the date you first accept these Terms, or if you have not registered for an account, then within thirty (30) days following the date you first use our Services. If you don’t provide us with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide us with an Arbitration Opt-out Notice, will be the state and federal courts located in the Northern District of Georgia and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide us with an Arbitration Opt-out Notice, you acknowledge and agree that you are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. 
    2. 12.2.No Class Actions. Further, unless we otherwise agree in a writing signed by an authorized representative, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If a decision is issued stating that applicable law precludes enforcement of any limitations set forth in this agreement to arbitrate on the right to arbitrate claims on a class or representative basis, or as part of a consolidated proceeding, as to a given claim for relief, then that claim (and only that claim) must be severed from the arbitration and brought in the state or federal courts located in the Northern District of Georgia. All other claims will be arbitrated. 
    3. 12.3.Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Arbitration Agreement” section. (The AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
    4. 12.4.Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. AAA provides a general form for a Demand for Arbitration and may provide a separate form for Demand for Arbitration for residents of a particular state, such as California. The arbitrator will be either a retired judge or an attorney licensed to practice law with at least 15 years of experience and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
    5. 12.5.Arbitration Location and Procedure. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that are submitted to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. 
    6. 12.6.Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law. We will not seek, and hereby waive all rights we may have under applicable law to recover, attorneys’ fees and expenses if we prevail in arbitration. 
    7. 12.7.Fees. Each party is responsible to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. 
    8. 12.8.Changes. Notwithstanding anything to the contrary in these Terms, if we change this “Arbitration Agreement” section after the date you accepted these Terms or access our Services, you may reject any such change by sending us written notice within 30 days of the date such change became effective, as indicated in the “Effective Date” listed at the beginning of these Terms or in the date of our email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and us in accordance with the provisions of this “Arbitration Agreement” section as of the date you accepted these Terms, or accessed our Services.
    9. 12.9.Survival. This “Arbitration Agreement” section will survive any expiration or termination of these Terms.
  11. CONSENT TO ELECTRONIC COMMUNICATIONS
    1. 13.1.Consent. You agree that Vow may send the following to you by email or by posting them on our website and/or mobile application: legal disclosures; these Terms; Privacy Policy; future changes to any of the foregoing; and other notices, policies, communications or disclosures and information related to the Services. You agree that Vow may contact you via email, phone, text, or mail regarding your Vow membership or the Services. You consent to receive such communications electronically. You agree to update your contact information to ensure accuracy. Your consent to conduct actions electronically covers all interactions between you and Vow.
    2. 13.2.Updating your Consent. If you later decide that you do not want to receive certain future communications electronically, please send an email to privacy@vowinc.com or a letter to 109 Builders Ct, Boiling Springs, SC 29316. You may also opt out of certain electronic communications through your account or by following the unsubscribe instructions in any communication you receive from Vow. Your withdrawal of consent will be effective within a reasonable time after we receive your withdrawal notice described above. Vow will need to send you certain communications electronically regarding the Services. You will not be able to opt out of those communications – e.g., communications regarding updates to the Terms or information about billing. Your withdrawal of consent will not affect the legal validity or enforceability of the Terms provided to and accepted by, you. If you withdraw your consent to receive communications electronically, certain Services may become unavailable to you.
  12. THIRD PARTY SERIVCES. 
    1. 14.1.Integration with Third Party Services. The Services may contain features designed to interoperate with products, applications, or services not provided by us, including, without limitation, the products, applications and services provider by an Authorized User (collectively, each a “Third Party Service”). To use such features, you may be required to obtain access to such Third Party Service from its provider, and may be required to grant us access to your account(s) on such Third Party Service. You shall provide, and shall cause the provider of the Third Party Service to provide, us with any reasonably requested information and materials needed to integrate the Third Party Service with the Services.
    2. 14.2.Permissions; Disclaimer.  If you choose to use a Third Party Service with the Services, you grant us permission to allow the Third Party Service and its provider to access any data (including, without limitation, data that may constitute confidential information) provided to us in connection with the Services as required for the interoperation of that Third Party Service with the Services. We are not responsible for any disclosure, modification or deletion of such data resulting from access by any Third Party Service or its provider. Any acquisition by you of a Third Party Service, and any exchange of data between you and any Third Party Service or its provider, is solely between you and the applicable third-party provider. We does not warrant or support Third Party Service or other third-party products or services. Further, we cannot guarantee the continued availability of any Service features that interoperate with Third Party Service, and may cease providing them without being in breach of this Agreement or entitling you to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party Service ceases to make the Third Party Service available for interoperation with the corresponding Service features in a manner acceptable to us.
  13. GENERAL PROVISIONS
    1. Access by Competitors. You may not access the Service if you are our direct competitor, except with our prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purpose. 
    2. United States Only. The Services are intended for use only within the United States and its territories. We make no representation that the Services are appropriate, or are available for use outside the U.S. Those who choose to access and use our Services from outside the U.S. do so on their own initiative, at their own risk, and are responsible for compliance with applicable laws.
    3. U.S. Government Use. If the Service is licensed under a United States government contract, you acknowledge that the Service is a “commercial item” as defined in 48 CFR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are defined in FAR Section 2.101 and Section 252.227-7014 of the Defense Federal Acquisition Regulation Supplement (48 CFR 252.227-7014) and used in 48 CFR 12.212 or 48 CFR 227.7202-1, as applicable. You also acknowledge that the Service is “commercial computer software” as defined in 48 CFR 252.227-7014(a)(1). United States government agencies and entities and others acquiring under a United States government contract will have only those rights, and will be subject to all restrictions, set forth in these Terms.
    4. Relationship. We will be and act as an independent contractor (and not as the agent or representative of you) in the performance of these Terms.
    5. Assignment and Delegation. You may not assign any of your rights or delegate any of your obligations under these Terms (in whole or in part) without our prior written consent, except in connection with a change of control, merger, or by operation of law. Your assignment or delegation will not relieve you of your obligations under these Terms nor release you of your liability under these Terms. We may voluntarily, involuntarily, or by operation of law assign any of our rights or delegate any of our obligations under these Terms without your consent. Any purported assignment or delegation in violation of this Subsection will be null and void. Subject to this Subsection, these Terms will bind and inure to the benefit of each party’s respective permitted successors and permitted assigns. 
    6. Notices. Any notice required or permitted to be given in accordance with these Terms will be effective if it is in writing and sent by certified or registered mail, or overnight courier, return receipt requested, to the appropriate party at the address at the address provided by the other party and with the appropriate postage affixed. Either party may change its address for receipt of notice by notice to the other party in accordance with this Subsection. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier. 
    7. Force Majeure. We will not be liable for, or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond our reasonable control.
    8. Governing Law. These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of South Carolina, U.S.A., without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. 
    9. No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms.
    10. 15.10.Waiver and Modifications. Failure, neglect, or delay by a party to enforce the provisions of these Terms or its rights or remedies at any time, will not be construed as a waiver of the party’s rights under these Terms and will not in any way affect the validity of the whole or any part of these Terms or prejudice the party’s right to take subsequent action. Exercise or enforcement by either party of any right or remedy under these Terms will not preclude the enforcement by the party of any other right or remedy under these Terms or that the party is entitled by law to enforce. 
    11. 15.11.Severability. If any part of these Terms is found to be illegal, unenforceable, or invalid, the remaining portions of these Terms will remain in full force and effect. If any material limitation or restriction on the use of the Service under these Terms is found to be illegal, unenforceable, or invalid, your right to use the Service will immediately terminate.
    12. 15.12.Headings. Headings are used in these Terms for reference only and will not be considered when interpreting these Terms. The singular of any term, including any defined term, shall include the plural and the plural of any term shall include the singular.
    13. 15.13.Entire Agreement. These Terms contain the entire agreement of the parties with respect to the subject matter of these Terms and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of these Terms.