terms of service

Last updated: January 14, 2014

IMPORTANT NOTICE TO USER: Please read this document carefully.

Vista Films International is the developer, owner, and operator of http://www.vfifilms.com/ and the related software, feeds, and services, including, without limitation, mobile and web services and applications owned, controlled, or offered by us (referred to collectively as the "Service"). The Service is a place where you can organize events of our motion pictures (collectively "Events"), reserve, and purchase tickets to attend Events and purchase promotional items ("Products"). This Terms of Service Agreement ("Terms of Service") is a legal agreement between you (referred to herein as "you" or "your") and Vista Films International (referred to herein as "V.F.I.," "we," "our," or "us"), a California corporation, for access to and use of the Service.

By accessing or using the Service, you agree to be bound by the terms and conditions set forth or referenced below ("Terms of Service") and all applicable laws and regulations governing the Service and the rules and regulations of any Venues for the Events. These Terms of Service, V.F.I.'s Privacy Policy, and V.F.I.'s Purchase Policy are hereby incorporated by reference into these Terms of Service. If any of these terms are unacceptable to you or in the event that any future changes are unacceptable to you, do not use the service. Your continued use of the service now, or following the posting of any changes in these terms of service, will indicate acceptance and agreement by you of such changes.

You represent and warrant that you have the legal authority to enter into these terms of service and to be bound by its terms. If you are acting on behalf of a company or entity, you represent and warrant that you have the authority to bind such company or entity.

Eligibility: By using or attempting to use the Service, you certify that you are a resident of the United States and are at least eighteen (18) years of age or, if under the age of eighteen (18), you have the consent of your parent or guardian (over the age of 18) to use the Service. If you do not meet these requirements or, if for any reason, you do not agree with all of the terms and conditions contained in these Terms of Service, please discontinue using the Service immediately.

The Service; Purchases.

A. The Service enables users to organize specialized single event screenings ("Events") of motion pictures, audiovisual works and/or live entertainment at theaters, screening rooms, auditoriums or other event space(s) affiliated with V.F.I. (collectively, "Venues"), subject to any restrictions set forth on the Service, including without limitation, in these Terms of Service and the Promoter Agreement (available here).

B. The Service enables users to purchase tickets to Events. All purchases of tickets and any Products and/or services made via the Service are governed by the Purchase Policy (available here), which is hereby incorporated by reference into these Terms of Service. You may not be able to use tickets purchased on the Service if you do not follow our Purchase Policy.

C. To use certain features and functionalities of the Service, you must create an account with us, and provide certain personal information about yourself to us. The decision to provide this information is purely optional; however, if you elect not to provide such information, you may not be able to access certain Content or use certain features and functionalities of the Service.

D. You agree that (a) you will use the Service solely for your own, non-commercial (except as set forth in the Promoter Agreement), personal use in accordance with these Terms of Service and in accordance with any specific rules or usage provisions specified by us on the Service, (b) all information supplied by you to us will be true, accurate, current and complete, (c) you may receive electronic communications (e.g., e-mail notices) from us from time to time, and (d) you will review the latest version of these Terms of Service posted on the Service from time to time to check for amendments that may apply to you (as more fully described in Section 11 below). We retain the right at our sole discretion to deny or suspend access to the Service to anyone, at any time and for any reason, without any liability whatsoever.

E. You acknowledge and agree that your use of the Service, including, without limitation, the storage of any data, files, information and/or other materials on a server owned or under our control or in any way connected to the Service, shall be at your sole risk and responsibility and we shall have no obligation to back-up such data, files, information and/or other materials. We expressly reserve the right to limit storage capacity and to remove and/or delete any data, files, and/or other information stored or used in connection with the Service for any reason including, without limitation, if we deem, in our sole discretion, such data to be in violation of these Terms of Service and/or any rule or policy of ours and/or any local, state, or federal law or regulation.

F. You are solely responsible for any breach of your obligations under these Terms of Service and for the consequences (including, without limitation, any loss or damage which we and/or our licensees, licensors, assigns and/or successors may suffer) of any such breach.

G. We cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings, or other interruptions. We cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery, or failure to store any user data, communications, or settings.

Restrictions on Use of the Service. You represent, warrant, and agree that you will not:

A. Use the Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms of Service and/or any and all applicable local, state and federal laws and regulations and international treaties;

B. Use the Service for the distribution, housing, processing, propagation, storage, or otherwise handling in any way abusive, defamatory, harassing, libelous, lewd, libelous, obscene, pornographic, threatening, or tortuous material, or any false or misleading material, or any other material (including, without limitation, links to such material) that we deem, in our sole discretion, to be objectionable whether or not such material is unlawful;

C. Permit or otherwise enable unauthorized users to access and/or use the Service;

D. Use the Service to export software or data in violation of applicable U.S. laws or regulations;

E. Sell, copy, duplicate, rent, lease, loan, distribute, transfer, or sublicense the Service, or otherwise permit any third party to use or have access to the Service for any purpose (except as expressly permitted by us in writing) or decompile, reverse engineer, disassemble, modify, create a derivative work of, display in human readable form, attempt to discover any source code, or otherwise use any software that enables or comprises any part of the Service;

F. Remove any copyright, trademark, patent or other proprietary notices from the Service;

G. Distribute, publish, exhibit, or otherwise use the Service, in any manner and for any purpose not expressly permitted under these Terms of Service or the Promoter Agreement;

H. Frame or utilize framing techniques to enclose the Service, or any portion thereof;

I. Exploit the Service or collect any data incorporated in the Service in any automated manner through the use of bots, metaspiders, crawlers or any other automated means;

J. Register as a user of the Service by providing false, inaccurate, or misleading information;
post hyperlinks to commercial services or websites on the Service, except if and to the extent permitted in the Promoter Agreement;

K. Impersonate any person or entity, including, but not limited to, an employee of ours, or falsely state or otherwise misrepresent your affiliation with a person or entity;

L. Collect personal data about other users of the Service for commercial or any other purposes, except to the extent permitted in the Promoter Agreement;

M. Post irrelevant Content (as defined in Section 6 below), repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure;

N. Attempt to gain unauthorized access to our computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service (or the servers and networks which are connected to the Service);

O. Make available Content (as defined in Section 6 below) that constitutes or contains "affiliate marketing," "link referral code," "junk mail," "spam," "chain letters," "pyramid schemes," or unsolicited commercial advertisement, except to the extent such Content is provided to you by us or one of our affiliates for a purpose specifically authorized by us in writing;

P. Create or attempt to create multiple user accounts;

Q. Post or submit any Content to the Service that is inaccurate, defamatory or violates or infringes the rights of any third parties, including, without limitation, any intellectual property rights and rights of publicity and/or privacy;

R. Engage in conduct that manipulates or misrepresents the integrity of any ratings or reviews of motion pictures, other audio-visual content, and/or live performances that may be organized through the Service.

Provision of the Service by Us. We are constantly improving the Service in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Service, which we provide, may change from time to time without prior notice to you. As part of this continuing innovation, you acknowledge and agree that we may decline to provide you access to the Service or stop (permanently or temporarily) providing the Service (or any features or programs or Content within the Service) to you or to users generally at our sole discretion, without liability or prior notice to you except for any applicable refund policy for Event tickets purchased via the Service, to the extent set forth in our Purchase Policy or otherwise on the Service. You may stop using the Service at any time. You do not need to specifically inform us when you stop using the Service. You acknowledge and agree that if we disable access to your account, you may be prevented from accessing the Service, your account details, or any files or other Content, which is contained in your account. You acknowledge and agree that while we may not currently have set a fixed upper limit on the amount of storage space used for the provision of the Service, or the duration of time that we will store any information on your behalf, such fixed upper limits or temporal limits may be set by us at any time, in our sole discretion. Any new features that augment or enhance the current Service shall be subject to these Terms of Service.

Access to the Service; Reservation of Rights.

A. We hereby grant you permission to use the Service in the manner set forth in these Terms of Service and a personal, worldwide, revocable, non-assignable and non-exclusive access to the Service, subject to the following: (a) all use of the Service must be personal, noncommercial or such uses approved by V.F.I.; (b) you do not copy, publicly display or distribute any part of the Service in any medium without V.F.I.'s prior written authorization or as expressly permitted by the Service; (c) you do not alter or modify any part of the Service other than as may be reasonably necessary to use the Service for its intended purposes; (d) you do not engage in any of the prohibited uses described above; and (e) you otherwise fully comply with these Terms of Service.

B. We also hereby grant you a limited, revocable, and non-exclusive right to create a hyperlink to the Service or subdomains thereof so long as the link does not portray us, our affiliates, or Products or services provided by us or our affiliates in a false, misleading, derogatory, or otherwise offensive manner in our sole judgment, does not violate any local, state, or federal law or regulation and such link is in accordance with the terms and conditions of the Promoter Agreement and any guidelines set forth on the Service. You may not assign (or grant a sub-license of) your rights to use the Service, grant a security interest in or over your rights to use the Service, or otherwise transfer any part of your rights to use the Service and any such attempt shall be null and void at the time of such attempt.

C. We reserve all right, title and interest in and to the Service not expressly granted to you under these Terms of Service. There are no implied licenses under these Terms of Service.

Your Account and Password.

A. While you may browse the Service, in order to reserve and/or purchase tickets to Events and/or purchase Products, you will need to create an account. You agree to provide to us true, accurate, current, and complete data about yourself when registering for an account and at all other times. If you fail to do any of these things, we will have the right to suspend or terminate your use of the Service and/or terminate your account. You will generate a password and account upon completing the registration form. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Service. Accordingly, you agree that you will be solely responsible to us for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify us immediately at info@vfifilms.com. V.F.I. may access, preserve and disclose your account information if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary, in V.F.I.'s sole discretion, to: (a) comply with legal process; (b) enforce the Terms of Service; (c) respond to a claim that any user violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of V.F.I., its users and the public.

B. In its sole and absolute discretion, with or without notice to you, we may (a) suspend or terminate your use of the Service; or (b) terminate your account. You may terminate your account for any reason by logging into your V.F.I. account and deleting your account and discontinuing your use of the Service. V.F.I. shall not be liable to you or any third party for any claims or damages arising out of any termination of an account or the suspension or termination of the Service.

Content in the Service.

A. You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Service are the sole responsibility of the person from which such content originated. All such information is referred to as "Content."

B. You acknowledge that Content presented to you as part of the Service may be protected by intellectual property rights which are owned by us or the persons and/or entities that provide that Content to us (or by other persons or companies on their behalf). You may not modify, rent, buy, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically permitted to do so in accordance with the Promoter Agreement or by us or by the owners of that Content, in writing.

C. We reserve the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content.

D. You understand that by using the Service you may be exposed to Content that you may find offensive, indecent, or objectionable and that, in this respect, you use the Service at your own risk.

E. You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Service and for the consequences of your actions (including, without limitation, any loss or damage which we or our licensees, licensors, assigns and/or successors may suffer) by doing so. The Content that you create, transmit, or display to us may be publicly available for viewing by other users of the Service and through or on third party services and Websites with whom we share such Content. You should only provide Content that you are comfortable sharing with others under these Terms of Service.

F. Under no circumstances will V.F.I. be liable in any way for or in connection with any third party Content, including, but not limited to, for any inaccuracies, errors or omissions in any third party Content, any intellectual property infringement with regard to any third party Content.

Intellectual Property. You acknowledge and agree that we (or our licensors) own all legal right, title and interest in and to the Service, including any intellectual property rights which subsist in the Service (whether those rights happen to be registered or not, and wherever in the world those rights may exist) including, without limitation, all rights with respect to copyrights, patents, trademarks, service marks, moral rights, trade names, domain names, technology, mask works, know-how, design rights, trade dress, trade secrets, inventions, ideas, processes, formulas, source code and object code, data, and similar rights, including without limitation, the information in any application, registration, or renewal thereof that may be protected under the intellectual property laws, regulations, or rules of any country. Without limiting the foregoing, all data, graphics, icons, images, logos, text, and the compilation of all content therein, and all service marks, trademarks, trade names, and trade dress depicted on the Service are owned by us (or our licensors).

A. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including, without limitation, copyright, and trademark notices) which may be affixed to or contained within the Service.

B. You agree that in using the Service, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names, or logos.

Rights you grant to us.

A. You retain copyright and any other rights you already hold in Content which you submit, post, or display on or through, the Service.

B. By submitting, posting or displaying Content, you give us a worldwide, perpetual, fully-sublicensable, irrevocable, fully-paid up royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute and otherwise exploit any Content which you submit or post on or through the Service in any manner or media whatsoever, now known or hereafter developed, including, without limitation, in the advertising, marketing and publicity and merchandising of the Service.

C. You agree that we may use your feedback, suggestions, or ideas in any way, including in future modifications of the Service, other products, or services, advertising or marketing materials. You grant us a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully-paid up, royalty free license to use the feedback you provide to us in any way.

D. You agree that we are not responsible for protecting and enforcing any intellectual property rights granted by you to us in connection with these Terms of Service and that; we have no obligation to do so on your behalf.

E. In connection with Content you submit post or display via the Service, you affirm, represent, and warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use such Content in the manner contemplated by the Service and these Terms of Service. You further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including without limitation, privacy and publicity rights, unless you are the owner of such rights or have written permission from their rightful owner to post the material and to grant us all of the license rights granted herein.

F. You understand that we may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit us to take these actions.

G. You represent and warrant to us that you have all the rights, capacity, power and authority necessary to grant the above license.

Copyright Agent. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide our copyright department with the following information: an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Service; your address, telephone number, and e-mail address; a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf. Any notification by a copyright owner or a person authorized to act on such copyright owner’s behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon us actual knowledge of facts or circumstances from which infringing material or acts are evident. Our copyright department for notice of claims of copyright infringement can be reached as follows:

Company: Vista Films International

Atten: Copyright Department
Address: 1800 Thibodo Rd. STE 230 | Vista, CA 92081

Telephone: 760-643-0850
Email: info@vfifilms.com

We suggest that you consult your legal advisor before filing a notice with our copyright Department. You should note that there can be penalties for false claims under the DMCA.

Privacy Policy. Your privacy is important to us. For information about our data protection practices, please read our privacy policy (available here.) This policy carefully details how we treat your personal information, and how we protect your privacy when you use the Service. You agree to the use of your data in accordance with our privacy policy.

Changes to Terms of Service. We reserve the right, at our sole discretion, to change, amend, modify, add, or remove portions of these Terms of Service, in whole or in part, at any time with or without specific notice to you other than through posting such modified Terms on the Service. You hereby acknowledge and agree that such changes, amendments, and/or modifications will become effective when posted on the Service or as otherwise provided by us. From time to time, we may post on the Service or otherwise notify you of additional or different rules and policies relating to the Service. These rules and policies shall thereafter be part of these Terms of Service. If you use the Service after the posting or other notice of changes in these Terms of Service or changed rules or policies, you are agreeing to follow and be bound by them for such use. The most current and controlling Terms of Service are posted on the Service.

Disclaimers; no warranties:

A. No Warranties. To the fullest extent permissible pursuant to applicable law, V.F.I., and its affiliates, partners, and suppliers disclaim all warranties, express, implied, statutory or otherwise, and implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement of proprietary rights. No advice or information, whether oral or written, obtained by you from V.F.I. or through the Service will create any warranty not expressly stated herein. You expressly acknowledge that as used in this section, the term V.F.I. includes V.F.I. officers, directors, employees, shareholders, agents, suppliers, licensors, affiliates, subcontractors, designees, and assigns.

B. "As is" and "As available." you expressly agree that the use of the Service is at your sole risk. The Service, any user content, and any third-party media, content, software, Website or applications made available in conjunction with or through the Service are provided on an "as is" and "as available," basis and without warranties or representations of any kind, either express or implied.

C. Service Operation and Content. V.F.I., its suppliers, licensors, affiliates, and partners do not warrant that the Service, content, Website, or any other information offered on or through the Service or any third party websites sites will be uninterrupted, or free of errors, viruses or other harmful components, and do not warrant that any of the foregoing will be corrected.

D. Limitation of Liability. Under no circumstances, and under no legal theory, including, but not limited to, negligence, shall V.F.I. or its affiliates, contractors, subcontractors, directors, employees, agents, designees, assigns or third party partners or suppliers, be liable for any special, indirect, incidental, consequential, or exemplary damages (including, without limitation, loss of profits, data or use or cost of cover) arising out of or relating to these terms or that result from your use, the Service, or content on the Service, or any other interactions with the Service, even if V.F.I. or a V.F.I. authorized representative has been advised of the possibility of such damages. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, V.F.I.’s liability will be limited to the extent permitted by law.

E. Limitation of Damages. In no event shall V.F.I. or its affiliates, contractors, subcontractors, employees, agents, designees, assigns or third party partners, licensors or suppliers' total liability to you for all damages, losses, and causes of action arising out of or relating to these terms or your use of the Service (whether in contract, tort (including negligence), warranty, or otherwise) that exceed the greater of the amounts paid to V.F.I. in the six months immediately preceding the event giving rise to liability.

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers, and exclusions may not apply to you.

Third party websites. The third-party websites linked to or from the service are not owned or controlled by us. Accordingly, we make no representations or warranties regarding such third-party websites and will not be liable for any loss or damage caused by your use of or reliance on such websites. V.F.I. is not responsible for the content of such websites, any updates, or changes to such websites, or the privacy or other practices of such websites, and the fact that we offer such links does not indicate any approval or endorsement of any material contained on any linked website. Your use of third-party websites is at your own risk. We are providing these links to you only as a convenience. By using the Service, you expressly relieve V.F.I from any and all liability arising from your use of any third-party website. When you leave the Service, our terms and policies no longer govern. Accordingly, you should review applicable terms and policies, including the privacy and data gathering practices, of any third party website linked to or from the Service

Disclaimer of liability. To the fullest extent permitted by law, in no event shall we, our affiliates, licensors, licensees, successors or assigns or any of our or their directors, members, managers, officers, employees, agents or third party licensors, be liable to you or any third party for any special, indirect, incidental, consequential, punitive or exemplary damages or losses arising out of or relating to these terms of service and/or the service provided hereunder or any other interactions with us, including without limitation, from the content, any product or service purchased through the service, the cancelation or nonperformance of any event (even if we have been advised of the possibility of such damages and/or cancelation), the inability to use tickets to an event or the inability to attend an event. Moreover, in no event shall we or our affiliates, licensors, licensees, successors or assigns or any of our or their directors, members, managers, officers, employees, agents or third party licensors’ total liability to you for damages, losses, liabilities, expenses and/or claims exceed the purchase price paid by you for products or services through the service related to your claim for damages during the six months prior to your notice to us of any and all claims by you. The above limitations of liability apply whether the alleged liability is based on contract, negligence, recklessness, professional negligence, tort, strict liability or any other basis or legal theory. Such limitations of liability shall apply whether or not the damages arise directly or indirectly from: (a) the use or misuse of, or reliance upon, the service provided hereunder; (b) the inability to use the service for any reason, including, without limitation, from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or any failure of performance not limited to acts of god, communication failure, theft, or destruction; (c) the interruption, suspension, or termination of the service; (d) cancelation of an event or (e) the deletion and/or corruption of any data, information, documents, files and/or any other materials stored on a server owned or under our control or in any way connected to the service. Such limitations on liability shall apply notwithstanding any failure of essential purpose of any limited remedy and to the fullest extent permitted by law.

Release and Indemnification. Without limiting the above you agree to release, indemnify and hold harmless us, our affiliates, licensees, licensors, successors and assigns and any of our and their directors, members, officers, employees, agents and third party licensors (collectively, "Releasees"), from and against any and all liabilities, losses, damages, claims and expenses, including attorneys’ fees, with respect to (a) your use or misuse of, or reliance upon, the Service, (b) your violation of these Terms of Service (including, without limitation, breach of your representations and warranties contained herein), any applicable laws or rights of another, and/or (c) any Content you make available through the Service. For the avoidance of doubt, this section shall survive the termination of these Terms of Service. We may, in our sole and absolute discretion, control the defense and disposition (including its possible settlement) of any claim for which you are obligated to indemnify us, at your sole cost and expense and you will not settle, compromise or in any other manner dispose of any claim without our prior written consent.

California Waiver. If you are a California resident, you waive California Civil Code 1542, which says:

"A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

Term and Termination. These Terms of Service shall remain in full force and effect between you and V.F.I. for so long as you use the Service. If you are dissatisfied with the Service, you may remedy with respect to any dissatisfaction with (a) the Service; (b) any term of these Terms of Service; (c) any policy or practice of V.F.I. in operating the Service; or (d) any content or information transmitted through the Service, is to terminate these Terms of Service. You agree that V.F.I., in its sole discretion and for any or no reason, may terminate your use of the Service or your account (or any part thereof) or your use of the Service, and remove and discard all or any part of your account or any user content, at any time, with or without notice. V.F.I. may also in its sole discretion and at any time discontinue providing access to the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service or any account you may have or portion thereof may be effected without prior notice, and you agree that V.F.I. shall not be liable to you or any third-party for any such termination. V.F.I. does not permit infringing activities in or on the Service, and reserves the right to terminate access to the Service, and remove all content submitted, by any persons who are found to be infringers. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies V.F.I. may have at law or in equity. Upon termination of these Terms of Service for any reason, you shall immediately cease using the Service.

Governing Law and Venue for Disputes. You acknowledge and agree that this Agreement shall be governed by and construed in accordance with the internal laws of the State of California, excluding conflict of laws provisions thereof that would indicate the application of the laws of any other jurisdiction and you hereby submit to exclusive jurisdiction in the federal and state courts of California. You agree to receive service of process through certified mail or by other means sanctioned by law, and you expressly waive any claim of improper venue and any claim that such courts are an inconvenient forum. Any dispute with us, or our officers, directors, employees, agents or affiliates, arising under or in relation to these Terms of Service shall be resolved exclusively through the federal or state courts located in San Diego County, California (and courts with appellate jurisdiction therefrom), except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case we may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, we are able to offer the Service at the terms designated, and that your assent to this provision is an indispensable consideration to these Terms of Service.

You also acknowledge and understand that, with respect to any dispute with us, our officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Service or these Terms of Service:
* you are giving up your right to have a trial by jury; and
* you are giving up your right to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit involving any such dispute.

Severability . If any provision in these Terms of Service is invalid or unenforceable or contrary to applicable law, such provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity or unenforceability or the conflict with applicable law, the remaining provisions and all other provisions of these Terms of Service shall remain in effect. The provisions of this Agreement and any ancillary terms and conditions will survive termination or expiration to the extent necessary to carry out the intentions of the parties.

No Assignment, Sublicense, or Transfer. You may not assign, sublicense, or transfer these Terms of Service or any rights or obligations hereunder without our prior written consent. Any such attempted assignment, sublicense, or transfer will be null and void and we, in our sole discretion, shall have the right to immediately terminate these Terms of Service.

Communications by Us. You agree that we may communicate with you electronically. Such electronic communications may consist of e-mail, notices posted on the Service, and other communications. You agree that all agreements, notices, disclosures, and other communications we send to you electronically will satisfy any requirement that such communication be in writing and, to the extent intended, such communication will be an enforceable and binding term or amendment to these Terms of Service.

Entire Agreement. These Terms of Service set forth the entire understanding and agreement between the parties relating to its subject matter. All provisions that should by their nature survive the termination of these Terms of Service shall survive the expiration of these Terms of Service. Section headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Any waiver of or promise not to enforce any right under these Terms of Service shall not be enforceable unless evidenced by a writing signed by the party making said waiver or promise. V.F.I.'s failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. No vendor, distributor, dealer, retailer, agent, sales person, or other person is authorized by us to modify these terms of service or to make any warranty, representation, or promise that is different than or in addition to the warranties, representations, or promises expressly set forth in these terms of service. This Agreement, along with any other terms and conditions regulating use of the service, sets forth the entire understanding and agreement between us with respect to the subject matter hereof.