Terms of Service

VERSIVE TERMS OF SERVICE

Last Updated: March 20, 2025

BY ACCESSING AND USING THE VERSIVE SERVICE PROVIDED BY VERSIVE, INCLUDING THE ASSOCIATED WEBSITES, MOBILE APPLICATIONS OR OTHER SOFTWARE, YOU ARE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU DO NOT AGREE, DO NOT USE THE VERSIVE SERVICE PROVIDED BY VERSIVE.

Please read these Terms of Service ("Terms") carefully as they govern your use of (which includes access to) the media streaming service provided by Versive Technologies, LLC, a company organized under the laws of Delaware and located at [●] (“Versive,” “we,” “our,” or “us”), for streaming religious, spiritual, and faith-based messages and other content, including all of our associated websites, mobile applications and software applications that incorporate or link to these Terms (collectively, the “Versive Service”) and any videos, audio (for example, recorded sermons, music and other sounds), graphics, photos, text (such as summaries, descriptions, and scripts), branding (including trade names, trademarks, service marks, or logos), interactive features, software, metrics, and other materials (including title, description, tags, and other metadata), whether provided by Messengers, Versive or a third-party, that is made available through the Versive Service ("Content").

These Terms may apply to you individually, the business or other legal entity user you represent, or both. If you are using the Versive Service 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. As used in these Terms and unless separately identified as applicable to either an individual or entity, “you” and “your” refer to both you individually and the entity on behalf of which you are entering into these Terms.

BY CLICKING AN “ACCEPT” BUTTON, CHECKING AN ACCEPTANCE BOX OR LOGGING IN TO ACCESS THE VERSIVE SERVICE YOU: (1) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS, INCLUDING THE PRIVACY POLICY ; (2) AGREE TO BE BOUND BY THEM IN THEIR ENTIRETY, AND (3) ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH US.

Please note the arbitration provision set forth below, which, except where and to the extent prohibited by law, requires you to arbitrate any claims you may have against Versive based on your use of the Versive Service or in connection with our Terms or the Privacy Policy on an individual basis. THIS MEANS THAT YOU GIVE UP THE RIGHT TO GO TO COURT INDIVIDUALLY OR AS PART OF A CLASS ACTION. VERSIVE AGREES TO PAY YOUR ARBITRATION COSTS FOR ALL DISPUTES OF UP TO $10,000 THAT ARE MADE IN GOOD FAITH. YOU HAVE A TIME-LIMITED RIGHT TO OPT OUT OF THIS WAIVER.

IF YOU DO NOT AGREE TO THESE OR ANY OTHER TERMS OF THESE TERMS OF SERVICE OR THE PRIVACY POLICY, DO NOT USE THE VERSIVE SERVICE.

THESE TERMS AND THE PRIVACY POLICY ARE SUBJECT TO MODIFICATION BY VERSIVE FROM TIME TO TIME AS SET FORTH BELOW.

The Versive Service and Service Options

The Versive Service provides a platform for you and other Users to browse, search for, discover, listen to, watch, and share Content through our mobile application on any supported personal computers, mobile handsets, tablets, wearable devices, speakers, and other devices (“Devices”). In addition, if you have registered on the Versive Service as a messenger (“Messenger”), the Versive Service provides the ability for you to upload Content, through our web portal, to be made available to other Users. The Versive Service also permits Messengers to accept monetary contributions (“Contributions”) from Users (in such capacity, “Supporters”) through the use of a third-party payment processor integrated with the Versive Service (the “Payment Processor”).

The features available to you will depend on your service option. The streaming service on the Versive Service is offered to users accessing the Content as a guest (“Guest Users”) and users who have paid for a premium subscription and created an account (“Premium Users” and, collectively with Guest Users and Messengers, “Users”). While all Users may access, share, and comment on Content and provide Contributions, only Messengers have the ability to upload Content or receive Contributions. Certain features of the Versive Service will also not be available to Guest Users. [Please see our Service Options page for more information on the features provided to Guest Users, Premium Users, and Messengers.] We reserve the right to modify the features and content we provide for each service option from time to time and for any reason.

We reserve the right to withdraw or modify the Versive Service, the service options, or any features or Content offered or made available on or through the Versive Service, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Versive Service or Content is unavailable to you at any time or for any period. From time to time, we may restrict User access, including Premium User and Messenger access, to some parts of the Versive Service or the entire Versive Service. Messengers may also disable access to some or all of their Content without notice, and we will have no liability or obligation to make such Content available to other Users. When the Service requires or includes downloadable software, that software may update automatically on your Device once a new version or feature is available, subject to your Device settings. [If we make material changes that negatively impact your use of the Versive Service, we’ll provide you with reasonable advance notice, except in urgent situations such as preventing abuse, responding to legal requirements, or addressing security and operability issues.]

Accounts

You can use parts of the Versive Service, such as accessing certain Content, without creating an account. You may create an account to use certain features we offer. To do so, you must provide registration information (including your name, email, city, state, and country). In addition, to create a Messenger account, you will have the option of providing bank account information to the Payment Processor through which you may receive Contributions. Versive does not have access to any payment, billing, or bank account information. Premium Users will also be asked to provide religious and message topic preferences[, but these responses are not required to use the Versive Service].

It is a condition of your use of the Versive Service that all the information you provide to us is correct, current, and complete and that you promptly notify us in writing if your information changes. It is your responsibility to keep your account and profile information accurate and updated. We are not responsible for any disputes or claims related to any inaccurate, incomplete, or untimely information provided by you to us. You agree that all information, User Input, and Content you provide to us through the Versive Service, including, but not limited to, through the use of any interactive features on the Versive Service, is governed by our Privacy Policy. By using the Versive Service or providing any information, User Input, or Content to, on, or through the Versive Service, you consent to all actions we take with respect to your information consistent with our Privacy Policy.

Certain aspects of the Versive Service may also require you to register with, and agree to the terms of, third-party service providers (e.g., the Payment Processor), with whom Versive has entered into contracts, in order to be able to benefit from their services. If Versive or the Payment Processor at any time discovers that the information you provided about you is incorrect or violates any of these Terms or their terms of services, your access to the Versive may be immediately suspended and/or terminated and fines may be applied by relevant authorities, which will in all such cases be payable by you.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures (“Account Credentials”), you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Versive Service or portions of it using your Account Credentials. You agree to notify us immediately of any unauthorized access to or use of your Account Credentials or any other breach of security.

We have the right to disable any Account Credentials, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

Age Requirements

If you are under 13 years of age, you are not authorized to use the Versive Service, with or without registering. In addition, if you are under the age of majority in your jurisdiction (typically 18 or 19 years of age), you may use the Versive Service, as a Guest User or Premium User, only with the approval of your parent or guardian.

Geographic Limitations

Versive is based in the United States. We provide the Versive Service for use ~~only by persons located in the United States~~. We make no claims that the Versive Service or any Content, User Inputs, or other materials are accessible or appropriate outside of the United States. Access to the Versive Service may not be legal by certain persons or in certain countries. If you access the Versive Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Terms and Conditions Specific to Premium User Accounts

Fees

When you sign up for a Premium User account, you must pay all fees (plus any taxes) during your subscription period and any renewal periods. [Our fees may include a fixed monthly or annual fee plus variable fees for transactions or usage, and fixed monthly or annual fees will be billed (and must be paid) in advance.]

When you purchase a Premium User subscription, you will be billed by the mobile application platform that you used to download the Versive Service to your Device (e.g., the Apple App Store or Google Play Store). Versive does not directly bill for Premium User subscriptions.

Versive may from time to time make changes to recurring subscription fees and other charges [and will communicate any price changes to you in advance]. Price changes will take effect at the start of the next subscription period following the date of the price change and, by continuing to use the Versive Service after the price change takes effect, you will have accepted the new price. If you do not agree to a price change, you can reject the change by cancelling your Premium User account prior to the price change going into effect.

Taxes

Tax rates are calculated based on the information you provide during registration and the applicable rate at the time of your charge. These amounts can change over time with local tax requirements in your jurisdiction. Any change in tax rate will be automatically applied based on the account information you provide.

[Free Trials and Discounts

We may offer free-trial or discounted Premium User subscriptions. When a free-trial period ends, your paid subscription begins (unless you have cancelled) and you must pay the full monthly or annual fee. If we provide a discount for any subscription period, you must pay the discounted fee; in any renewal, you must pay the full fee.]

[Refund Policy

Subject to the terms hereof, Premium Users who purchase plans directly from Versive may cancel and receive a full refund of their initial purchase within thirty (30) days after purchasing an annual plan and five (5) days after purchasing a monthly plan. Our refund policy does not apply to:

In-app purchases;
Fees charged immediately after a free-trial period ends;
Subscription renewals or migrations to other plans;
Fees other than annual or monthly subscription fees;
Requests made after the specified periods;
Users who have breached these Terms or whose accounts were terminated in accordance with our Infringement Policy;
Users who joined using a promotion that expressly disclaimed our refund policy; or
Users who have initiated a chargeback dispute.

We do not provide refunds or credits for any partial subscription periods, except as expressly stated in these Terms.]

Automatic Renewal

To the extent permitted by applicable law, Premium User subscriptions automatically renew at the end of each subscription period unless cancelled beforehand. Monthly plans renew for 30-day periods. Annual plans renew for one-year periods. You must pay the annual or monthly fee (plus any taxes) when each renewal period starts.

Cancellation of Premium User Subscriptions

To turn off automatic renewal for Premium User subscriptions, access your mobile application platform’s account settings (not Versive’s). The cancellation will take effect the day after the last day of the current subscription period, you will be downgraded to a Guest User, and your Premium User account will be deleted. Any content in the Premium User account (including User Inputs, playlists, saved Content, and preferences) may be deleted to comply with the limitations of the new account status. Versive shall not be responsible for the loss of any content. We may publish additional guidelines regarding the treatment of cancelled subscriptions. These guidelines describe current practices only and shall not require Versive to provide any level of post-subscription account status.

Contributions

Each Messenger may enable the ability of Users to make Contributions to the Messenger. Contributions are at all times optional, and no User may be required to make a Contribution to any Messenger in order to access any Content. [Although there are no fees to start or maintain a Messenger account, there are transaction fees, including credit and debit charges, charged as part of each Contribution.]

Versive facilitates the collection of Contributions by Messengers and permits Supporters to make Contributions to selected Messengers. Versive is not a broker, agent, financial institution, creditor or 501(c)(3) nonprofit corporation.

Before making any decisions regarding any Contributions, Supporters and Messengers should consult their respective financial, legal, tax or other professional advisors as appropriate. It is the responsibility of each Messenger to determine what, if any, taxes apply to the Contributions received through the Versive Service, and it is the responsibility of each Supporter to determine the tax consequences, if any, of any Contributions made through the Versive Service. It is solely your responsibility to assess, collect, report or remit the correct tax, if any, to the appropriate tax authority.

VERSIVE IS NOT A PAYMENT PROCESSOR AND DOES NOT HOLD ANY FUNDS INTENDED AS CONTRIBUTIONS. Instead, Versive uses the Payment Processor (a third-party) to process Contributions. You acknowledge and agree that the use of the Payment Processor is integral to the provision of the Contribution feature of the Versive Service and that we exchange information with the Payment Processor in order to facilitate the provision of the Versive Service.

No Messenger may solicit Contributions from any other User or misrepresent in any way their identity or affiliation with a religious organization. When you register for a Messenger account, you represent, warrant, and covenant that: (i) all information you (whether through yourself, an agent or using artificial intelligence) provide in connection with your Messenger account is accurate, complete, and not likely to deceive Users and that you will post updates as needed so that Users understand the use of funds and any other relevant information about your Messenger account; (ii) all Contributions contributed to your Messenger account will be used solely as described in the materials that you post or otherwise provide; (iii) if you withdraw Contributions believed by Supporters to be raised on behalf of a person or entity other than you (i.e., the religious organization with which you are affiliated), all Contributions will be given to and/or spent on behalf of such other person or entity; (iv) you will comply with all relevant and applicable laws and financial reporting obligations, including but not limited to, laws and obligations relating to registration, tax reporting, political contributions, and asset disclosures for your Messenger account; and (v) you will not provide or offer to provide goods or services in exchange for Contributions. You authorize Versive, and Versive reserves the right, to provide information relating to your Messenger account to Supporters, the religious organizations or other persons or entities with which you have represented you are affiliated, or law enforcement or other regulatory authorities, and to assist in any investigation thereof. Versive may disable the ability of any Messenger to collect Contributions, disable the ability of any Supporter to provide Contributions, and request that the Payment Processor terminate any Contribution at any time in its sole discretion.

Restrictions Relating Specifically to Contributions

Without limiting any other restrictions included in these Terms, you agree and represent, warrant and covenant not to use the Versive Service to raise funds or establish a Messenger account, or contribute to any Messenger, with the implicit or explicit purpose of promoting or involving:

the violation of any law, regulation, industry requirement, or third-party guidelines or agreements by which you are bound, including those of payment card providers and transaction processors that you utilize in connection with the Versive Service;
fraudulent, misleading, inaccurate, dishonest or impossible causes;
offensive, graphic, perverse or sensitive or sexual content;
the funding of a ransom, human trafficking or exploitation, vigilantism, bribes or bounty;
drugs, narcotics, steroids, controlled substances pharmaceuticals or similar products or therapies that are either illegal, prohibited, or enjoined by an applicable regulatory body; legal substances that provide the same effect as an illegal drug; or other products, medical practices or any related equipment or paraphernalia that have been found by an applicable regulatory body to cause consumer harm;
activities with, in, or involving countries, regions, governments, persons, or entities that are subject to U.S. and other economic sanctions under applicable law, unless such activities are expressly authorized by the appropriate governmental authority;
knives, explosives, ammunition, firearms, or other weaponry or accessories;
Content that reflects, incites or promotes behavior that we deem, in our sole discretion, to be an abuse of power or in support of terrorism, hate, violence, harassment, bullying, discrimination, terrorist financing or intolerance of any kind, reflects an abuse of power relating to race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender, gender identity, gender expression, disabilities or diseases;
the legal defense of alleged financial and violent crimes;
Content that reflects suicide or self-harm;
publication of Content (such as mug shots) that causes reputational harm;
gambling, gaming and/or any other activity with an entry fee and a prize including, but not limited to raffles, casino games, sports betting, fantasy sports, horse or greyhound racing, lottery tickets, raffle tickets, auctions and other ventures that facilitate gambling, games of skill or chance (whether or not it is legally defined as a lottery), promotions involving monetary rewards, including gift cards or sweepstakes;
the aggregation of funds owed to third parties, factoring, or other activities intended to obfuscate the origin of funds;
annuities, investments, loans, equity or lottery contracts, lay-away system, off-shore banking or similar transactions, money service businesses (including currency exchanges, check cashing or the like), pyramid schemes, “get rich quick schemes” (i.e., investment opportunities or other services that promise high rewards), network marketing and referral marketing programs, debt collection or crypto-currencies;
the receipt or grant of cash advances or lines of credit to yourself or to another person or purposes or for credit repair or debt settlement services;
counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder;
products or services that directly infringe or facility infringement upon the trademark, patent, copyright, trade secrets, or proprietary or privacy rights of any third party;
the unauthorized sale or resale of goods or services;
any election campaigns;
the collecting of payments on behalf of merchants by payment processors or otherwise; including but not limited to self-payments or an attempt to bypass or otherwise circumvent the designated method of payment as provided by Versive;
the collecting or providing of funds for any purpose other than as described in the description on a Messenger account; or
any other activity that Versive may deem, in its sole discretion, to: (a) be unacceptable or objectionable; (b) restrict or inhibit any other person from using or enjoying the Versive Service; or (c) expose Versive, its employees or Users to any harm or liability of any type.

Anti-SPAM Policy

Versive enforces a zero-tolerance SPAM policy regarding information transmitted through our network. Versive may determine in its sole discretion whether any transmissions are considered SPAM. SPAM includes, but is not limited to, the following:

Bulk unsolicited e-mail, direct messages, comments, promotional material, or other forms of solicitation sent via the Versive Service, or communications that advertises any IP address belonging to Versive or any URL (domain) that is hosted by Versive;
The use of web pages set up on ISPs that allow SPAM-ing that directly or indirectly reference customers to domains or IP addresses hosted by Versive; and
Forging or misrepresenting message headers, whether in whole or in part, to mask the true origin of the message.

User Responsibilities Relating Specifically to Contributions

Additionally, with respect to all Contributions you make or accept through the Versive Service, you agree and represent, warrant and covenant:

not to make or accept any Contributions that you know or suspect to be erroneous, suspicious or fraudulent;
not to use the Versive Service in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC);
to maintain reasonable and standard security measures to protect any information transmitted and received through the Versive Service, including without limitation, adhering to any security procedures and controls required by Versive from time to time;
to maintain a copy of all electronic and other records related to Contributions as necessary for Versive to verify compliance with these Terms and make such records available to Versive upon our request. For clarity, the foregoing does not affect or limit your obligations to maintain documentation as required by applicable laws, rules, regulations, or governmental authority; and
at Versive’s request, to fully cooperate in the auditing of, investigation of (including without limitation, investigations by Versive, the Payment Processor, or a regulatory or governmental authority), and remedial efforts to correct any alleged or uncovered violation or wrongdoing of a User to whom, Contribution to which, you are connected.

Your Content, User Inputs, and Use of the Versive Service

The Versive Service is intended to provide a platform for Messengers to publish and spread religious, spiritual, and faith-based messages. Content that is, in the sole discretion of Versive, unrelated to any religious, spiritual, or faith-based message may be removed by Versive without prior notice. If you believe any of your Content has been improperly removed, you may contact us at contact@versiveapp.com.

You must ensure that your Content, User Inputs, and conduct complies with these Terms, the Versive Community Guidelines set forth in this paragraph and the following paragraphs (the “Versive Community Guidelines”), and all applicable laws, rules, and regulations. You also must respect the intellectual property, privacy, and other rights of third parties. You are legally responsible for the Content and User Inputs you submit to the Versive Service. We may use automated systems that analyze your Content and User Inputs to help detect infringement and abuse, such as spam, malware, and illegal content. Versive may (but is not obligated to) monitor your account, Content, User Inputs and conduct, regardless of your privacy settings. Versive may take all appropriate actions to enforce its rights, including removing specific Content or User Inputs or suspending or removing your account, regardless of whether you are a Guest User, Premium User, or Messenger.

In posting or sharing Content, User Input or other information on the Versive Service, please keep in mind that Content, User Inputs and certain other information will be publicly accessible, and may be used and re-shared by others on the Versive Service and across the web. Please use caution in posting or sharing on the Versive Service, and be mindful of your account settings. Versive is not responsible for what you or others post or share on the Versive Service.

Content and User Input Restrictions

Without limiting the rules above regarding your Content, User Inputs, and conduct, you may not submit any Content or User Input that:

Is abusive, indecent, defamatory, harassing, obscene or menacing, or a breach of confidence, privacy or similar third party rights;
Infringes any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.);
Is sexually explicit (e.g., pornography) or proposes a transaction of a sexual nature;
Is hateful, defamatory, or discriminatory or incites hatred against any individual or group;
Promotes or supports terror or hate groups;
Exploits minors;
Depicts unlawful acts or extreme violence;
Provides instructions on how to assemble explosive/incendiary devices or homemade/improvised firearms;
Depicts animal cruelty or extreme violence towards animals;
Promotes fraudulent or dubious business schemes or proposes an unlawful transaction;
Implies any affiliation with or endorsement of you or your Content or User Input by Versive or any religious organization, Messenger, or other individual or entity without the prior express written consent from Versive or such individual or entity;
Makes false or misleading claims about vaccination safety;
Claims that mass tragedies are hoaxes or false flag operations;
Depicts or encourages self-harm; or
Violates any applicable law.

Code of Conduct

Without limiting the rules above regarding your Content, User Inputs, and conduct, in using the Versive Service, you may not:

Use an offensive screen name (e.g., explicit language) or avatar (e.g., containing nudity);
Use offensive words in any interaction with any Content, a Messenger or another User;
Act in a deceptive manner, impersonate any person or organization, or falsify any User identification information;
Harass or stalk any person;
Harm or exploit minors;
Adapt, modify or create derivative works based on the Versive Service, technology underlying the Versive Service, or other Users’ Content or User Input, in whole or part;
Duplicate, license, sublicense, publish, “rip,” record, broadcast, transmit, distribute, perform, frame, link to, display, sell, rebrand, or otherwise transfer information found on the Versive Service (excluding Content and User Input posted by you), except as permitted in these Terms, or as expressly authorized by Versive in writing;
Use misleading metadata;
Collect personal information about others;
Access another’s account without permission;
Use the Versive Service for any commercial purposes or monetization, except as expressly permitted under these Terms;
Sell a User account or playlist, or otherwise accept or offer to accept any compensation, financial or otherwise, to influence the name of an account or playlist or the Content included on an account or playlist;
Artificially increase play counts, follow counts, or Contribution values, artificially promote Content, or otherwise engage in manipulation of metrics used by the Versive Service, including by (i) using any bot, script or other automated process, (ii) providing or accepting any form of compensation (financial or otherwise), or (iii) any other means;
Link to, reference, or otherwise promote commercial products or services, except as expressly authorized by Versive;
Engage in any unlawful activity;
Embed our media player or provide links to sites that contain content prohibited under the heading “Content and User Input Restrictions” above;
Remove or alter any copyright, trademark, or other intellectual property notices (including for the purpose of disguising or changing any indications of ownership or source); or
Cause or encourage others to do any of the above.

Prohibited Technical Measures

Without limiting the rules above regarding your Content, User Inputs, and conduct, you will not:

Except as authorized by law or as permitted by us: scrape, crawl, reproduce, redistribute, create derivative works from, decompile, reverse engineer, alter, archive, or disassemble any part of the Versive Service or the Content or User Inputs thereon, including for purposes of training a machine learning or AI model or otherwise ingesting Content or User Inputs into a machine learning or AI model; or attempt to circumvent any of our security, rate-limiting, filtering, or digital rights management measures;
Submit any malicious program, script, or code;
Submit an unreasonable number of requests to our servers; or
Take any other actions that manipulate, interfere with, or damage the Versive Service.

Restricted Users

You may not create an account if you are a member of a terror or hate group. You may not purchase any goods or services from or through us if you reside in a country subject to a comprehensive U.S. sanctions program or are a Specifically Designated National (SDN) as designated by the U.S. Department of the Treasury.

[Accessibility and Ratings

We provide means to allow you to include closed captioning in your media and other accessibility tools. If required by applicable law, you must provide closed captioning or other appropriate accessibility accommodations for your media.

We may allow you to filter Content based upon Messenger-defined content rating. We cannot guarantee that Content will be appropriately rated by others. You must rate your Content appropriately.]

User Inputs, Licenses, and Our Intellectual Property Rights

Rights Granted to You

Subject to your compliance with these Terms, we grant to you a limited, non-exclusive, revocable permission to make personal, non-commercial use of the Versive Service and the Content (collectively, “Listen Access”). This Listen Access shall remain in effect unless and until terminated by you or Versive. You agree that you will not redistribute or transfer the Versive Service or the Content.

If you have registered as a Messenger, you may be able to upload Content to the Versive Service. You may use your Content to promote your religious, spiritual, or faith-based messaging and in support of a religious organization with which you are affiliated. If you choose to upload Content, you must not submit to the Versive Service any Content that does not comply with these Terms or the law. Subject to your compliance with these Terms, when you have registered as and are using the Versive Service as a Messenger, Versive hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access the Versive Service through the provided web portal(“Messenger Access” and, together with Listen Access, “Access”), to the extent permitted by its intended functionality, for your own individual personal or commercial purposes, but not for the sublicense to or use by third parties. This Messenger Access shall remain in effect unless and until terminated by you or Versive.

You are responsible for maintaining all Devices, networks and internet connectivity required for your Access and for implementing and maintaining all security and anti-malware measures necessary to protect such Devices and networks from harmful code and unauthorized access.

Any other use not authorized herein, or by Versive in writing, is strictly prohibited and a violation of these Terms. Versive may revoke and/or terminate the foregoing rights and licenses with respect to any aspect of the Versive Service at any time, for any or no reason.

Our Intellectual Property Rights

The Versive software applications and the Content are licensed, not sold or transferred to you, and Versive and its licensors retain ownership of all copies of the Versive software applications and Content even after installation on your Devices. Versive reserves all rights not expressly granted in these Terms.

The Versive Service and the Content are the property of Versive or Versive’s licensors. All Versive trademarks, service marks, trade names, logos, domain names, and any other features of the Versive brand ("Versive Brand Features") are the sole property of Versive or its licensors. These Terms do not grant you any rights to use any Versive Brand Features whether for commercial or non-commercial use.

You agree to abide by the terms and conditions of these Terms and not to use the Versive Service, the Content, or any part thereof in any manner not expressly permitted by these Terms.

Content and User Inputs

Premium Users may post, upload, or otherwise contribute inputs such as user profiles, comments, and reactions to the Versive Service ("User Inputs"). For the avoidance of doubt, User Inputs include all information, materials and other content that is added, created, uploaded, submitted, distributed, or posted to the Versive Service by Premium Users. Messengers may post, upload, or otherwise contribute Content to the Versive Service. You may remove your Content or User Inputs from the public areas of the Versive Service at any time, but, subject to the Terms below, we may retain copies of it in our computing systems used to provide the Versive Service.

As between you and Versive, you own and will retain ownership of all intellectual property rights in and to the Content and User Inputs you submit. In order to allow Versive to host and stream your Content and User Inputs, you grant Versive the permissions set forth below.

Content and User Inputs are the responsibility of the person or entity that provides it to the Versive Service. Versive is under no obligation to host or serve Content or User Inputs. If you see any Content or User Inputs that you believe do not comply with these Terms or the law, you can notify us by sending an email to contact@versiveapp.com.

Monitoring Content and User Inputs

Versive may, but has no obligation to, monitor or review Content and User Inputs. Versive reserves the right to remove or disable access to any Content or User Inputs for any or no reason. Versive may take these actions without prior notification to you.

Rights You Grant to Us and Others

Your Content and User Inputs

In order for us to make your Content and User Inputs available on the Versive Service, we do need a limited license from you to that Content and those User Inputs. Accordingly, you hereby grant to Versive a non-exclusive, freely transferable, freely sublicensable through multiple tiers, royalty-free, fully paid, irrevocable, worldwide right and license to any Content and User Inputs you provide to or through the Versive Service, which license permits us to reproduce, make available, perform and display, translate, modify, create derivative works from, distribute, and otherwise use, through any medium, whether alone or in combination with other Content, User Inputs, or materials, in any manner and by any means, method or technology, whether now known or hereafter created, in connection with the Versive Service (including through the use of the Versive Service by other Users). Where applicable and to the extent permitted under applicable law, you also agree to waive, and not to enforce, any “moral rights” or equivalent rights, such as your right to be identified as the author of any Content or User Inputs, including Feedback, and your right to object to derogatory treatment of such Content or User Inputs.

You also grant each other User of the Versive Service a worldwide, non-exclusive, royalty-free license to access your Content and User Inputs through the Versive Service, and to use that Content and those User Inputs, including to reproduce, distribute, prepare derivative works, display, and perform it, only as enabled by a feature of the Versive Service (such as media playback or embeds). For clarity, this license does not grant any rights or permissions for a User to make use of your Content or User Inputs independent of the Versive Service. Versive is not responsible for another user’s or other third party’s misappropriation or misuse of your Content, User Inputs or other information. You are solely responsible for your interactions with other Users.

Account Profile

You grant Versive permission to use your name, likeness, biography, trademarks, logos, or other identifiers used by you in your account profile for the purpose of displaying such properties to the public or the audiences you have specified. You may revoke the foregoing permission by deleting your account. Versive shall have the right to identify public profiles in its marketing and investor materials.

Your Device

You also grant to us the right (1) to allow the Versive Service to use the processor, bandwidth, and storage hardware on your Device in order to facilitate the operation of the Versive Service, (2) to provide advertising and other information to you, and (3) to allow our business partners to do the same.

Right to Monetize

You grant to Versive the right to monetize your Content on the Versive Service (and such monetization may include displaying ads on or within Content or charging Users a fee for access). These Terms do not entitle you to any payments.

Duration and Scope of Licenses

The duration of the above rights and licenses begins when you submit the applicable Content or User Input to Versive and ends after a commercially reasonable period of time after you or Versive remove or delete your Content or User Inputs from the Versive Service; provided that Versive may retain archival copies: (1) for a limited period of time in case you wish to restore it; (2) when the Content or User Input is the subject of a takedown notice or other legal claim; or (3) when Versive in good faith believes that it is legally obligated to do so. Nothing in this Agreement shall be deemed a license “condition” applicable to Versive; rather, any breach of a term by Versive hereof shall give rise to, at most, a claim for breach of contract only. All licenses granted herein are in addition to any other licenses that you may grant.

Feedback

If you provide ideas, suggestions, or other feedback in connection with your use of the Versive Service or any Content ("Feedback"), such Feedback is not confidential and may be used by Versive without restriction and without payment to you. Feedback is considered a type of Content or User Input under these Terms.

Third Parties

The Versive Service may include links to or integrations with (whether background or external), or other means of accessing, external sites, resources and services provided by third parties (“Third Party Materials”). You acknowledge and agree that Third Party Materials are offered and made available by the applicable third party licensor, and not by Versive, and, as such, may be used, edited, reproduced and distributed by such third party provider outside the scope of these Terms and without our knowledge, endorsement, or control. The use of Third Party Materials is subject to the terms and conditions of these Terms and those of the third party provider. VERSIVE IS NOT RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY THIRD PARTY MATERIALS OR ANY USE THEREOF BY YOU.

Open Source

Some software used in the Versive Service may be offered under an open source license that we make available to you. There may be provisions in an open source license that expressly override some of these terms, so please be sure to read those licenses.

Infringement Policy

Versive respects the intellectual property rights of others, and requires that Users do the same. This section summarizes our policy with respect to handling and responding to claims of infringing Content or User Inputs (our “Infringement Policy”). It is Versive’s policy to respond promptly to claims of intellectual property misuse, particularly take-down requests under the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your work has been copied and is accessible on the Versive Service in a way that constitutes copyright infringement, you may notify Versive by submitting a request in writing to the address below with the following information:

the electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf;
identification of the copyrighted work that you claim has been infringed;
identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material;
your name, address, telephone number, and email address;
a 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 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.

Please submit all copyright infringement claims to Versive’s designated copyright agent at the following address:

[TO BE REGISTERED]

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

It is our policy in appropriate circumstances to disable and/or terminate the accounts of Users who are repeat infringers.

Your Representations and Warranties

For each submission of Content or User Inputs that you make to or through the Versive Service, you represent and warrant that:

You have obtained and shall maintain the right, power, and authority (including, without limitation, all necessary music, synchronization, mechanical license and performing rights clearances) to submit such Content and User Inputs to Versive and grant the licenses and rights granted to Versive and others herein;
You control or are otherwise licensed to exploit all intellectual property rights, including copyrights, in such Content and User Inputs and other rights relating to such Content and User Inputs and materials provided to Versive;
Versive will not need to obtain licenses, clearances, or other authorizations or consents from any third party or pay royalties to any third party with respect to the streaming or other permitted distribution of the content;
You have obtained appropriate releases (if necessary) from all persons who appear in the content;
The content does not, and will not, infringe any third party’s rights, including intellectual property rights, rights of publicity, moral rights, and privacy rights; and
The content complies with these Terms and all applicable laws.

Term and Termination

Terminations by You

You may stop using the Versive Service at any time. If you are a Premium User or a Messenger, you can delete your account using the process provided in the Versive Service or in your mobile application platform, which involves closing your account and removing your data.

Terminations and Suspensions by Versive

Versive reserves the right to suspend or terminate your account or your access to all or part of the Versive Service if (a) you materially or repeatedly breach these Terms; (b) we are required to do so to comply with a legal requirement or a court order; or (c) we reasonably believe that there has been conduct that creates (or could create) liability or harm to any User, other third party, Versive or our licensors.

Effect of Account Suspension or Termination

If your account is terminated or your access to the Versive Service is restricted, we may permit you to continue using certain aspects of the Versive Service (such as viewing only) as a Guest User, and these Terms will continue to apply to such use. If you believe that the termination or suspension has been made in error, you can appeal the decision by contacting us at contact@versiveapp.com.

Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms and termination of the Versive Service.

Disclaimers, Limitations of Liability, and Your Indemnification Obligations

Disclaimers

Versive is under no obligation to provide technical support under these Terms, and provides no assurance that any specific errors or discrepancies in the Versive Service will be corrected. Versive may make available and cease making available any features of the Versive Service or any portion thereof at any time without notice, liability, or obligation with respect to such features or materials.

Content, User Inputs, and Third Party Materials are provided by third parties. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Versive, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Versive. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

All Contributions are at your own risk. When you make a Contribution through the Versive Service, it is your responsibility to understand how your money will be used. Versive is not responsible for any offers or promises made or offered on the Versive Service by a User; such conduct violates these Terms. We do not and cannot verify the information that Users supply, nor do we represent or guarantee that the Contributions will be used in accordance with any fundraising purpose described by a User or in accordance with applicable laws. Notwithstanding the foregoing, we take possible fraudulent activity and the misuse of funds reported to us very seriously. If you have reason to believe that a User is not raising or using the funds for their stated purpose or is otherwise collecting funds or using funds in violation of these Terms, please contact us at contact@versiveapp.com to alert our team of this potential issue and we will investigate.

WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR DEVICE, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE VERSIVE SERVICE OR ANY CONTENT OR MATERIALS OBTAINED THROUGH THE VERSIVE SERVICE OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE VERSIVE SERVICE, CONTENT, AND USER INPUTS OBTAINED THROUGH THE VERSIVE SERVICE IS AT YOUR OWN RISK. THE VERSIVE SERVICE, CONTENT, USER INPUTS, AND REPORTS OBTAINED THROUGH THE VERSIVE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER VERSIVE NOR ANY PERSON ASSOCIATED WITH VERSIVE, INCLUDING ANY MESSENGER, MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO ANY THIRD-PARTY MATERIALS (ALL OF WHICH ARE PROVIDED “AS-IS”) OR WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE VERSIVE SERVICE, CONTENT, USER INPUTS, OR REPORTS OBTAINED THROUGH THE VERSIVE SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER VERSIVE NOR ANYONE ASSOCIATED WITH VERSIVE, INCLUDING ANY MESSENGER, REPRESENTS OR WARRANTS THAT THE VERSIVE SERVICE, CONTENT, USER INPUTS, OR REPORTS OBTAINED THROUGH THE VERSIVE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE VERSIVE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE VERSIVE SERVICE, CONTENT, USER INPUTS, OR REPORTS OBTAINED THROUGH THE VERSIVE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

VERSIVE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR PARTICULAR PURPOSE.

The foregoing does not affect any warranties which cannot be excluded or limited under applicable law.

Limitation of Liability

YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE VERSIVE SERVICE IS TO UNINSTALL ANY VERSIVE SOFTWARE AND TO STOP USING THE VERSIVE SERVICE. TO THE EXTENT PERMITTED BY APPLICABLE LAW: (A) VERSIVE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF VERSIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) VERSIVE’S TOTAL LIABILITY TO YOU RELATING TO THE VERSIVE SERVICE, EXCEPT FOR VERSIVE’S CONTRACTUAL PAYMENT OBLIGATIONS HEREUNDER (IF ANY), SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO VERSIVE OVER THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM(S) OR ONE HUNDRED DOLLARS (USD $100), WHICHEVER IS GREATER.

THIS PROVISION APPLIES TO ANY CLAIM, REGARDLESS OF WHETHER THE CLAIM ASSERTED IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM ARISING UNDER THESE TERMS MUST BE COMMENCED (BY FILING A DEMAND OR FILING AN INDIVIDUAL ACTION AS SPECIFIED UNDER THE ARBITRATION AGREEMENT BELOW) WITHIN ONE (1) YEAR AFTER THE DATE THE PARTY ASSERTING THE CLAIM FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION, OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

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 THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY VERSIVE 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 AND THE SECTION ABOVE WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

Indemnification

You will indemnify and hold harmless Versive and its subsidiaries, parents, and affiliates, and their and our respective directors, managers, members, officers, employees, and agents, from and against all third-party complaints, demands, claims, damages, losses, costs, liabilities, and expenses, including reasonable attorney’s fees and costs, arising from or relating to: (a) any Content or User Inputs you submit to or through the Versive Service; (b) your violation or breach of these Terms; (c) your use of the Versive Service, or the use of the Versive Service by any person through your Account Credentials, including, but not limited to, any use of Content or User Input other than as expressly authorized in these Terms, or your use of any information obtained from the Versive Service; and (d) your violation of any law or the rights of a third party. The indemnifying party must not settle any claim without the indemnified party’s written consent, which may not be unreasonably withheld.

Governing Law, Jurisdiction, and Arbitration

These Terms are entered into in the State of [STATE], U.S.A., and shall be governed by, and construed in accordance with, the laws of the State of [STATE], exclusive of its choice of law rules. In the event of a dispute between you and Versive arising out of or relating to these Terms or your use of or access to the Versive Service (each, a “Dispute”), such Dispute will be resolved solely between you and Versive in accordance with the following paragraphs, except to the extent applicable law requires otherwise. A party will notify the other of any Dispute promptly after becoming aware of the existence and nature of such Dispute. Other than Disputes in which a party seeks indemnification for third party claims or a temporary restraining order, preliminary injunction, or other time-sensitive equitable remedies, you and Versive will attempt to resolve any Dispute informally for a period of at least forty-five (45) days.

The informal negotiations commence upon receipt of written notice of Dispute from one party. All notices of Dispute must contain: (a) the name and contact information of the complaining party; (b) a description the products or services that are the subject of the Dispute; (c) proof of a valid license or subscription to the applicable service options of the Versive Service, including the date; (d) a description of the nature or basis of the claim or dispute; and (e) the type of relief sought.

Please direct your Notice of Dispute to:

Versive Technologies, LLC
[ADDRESS]

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY. THEY AFFECT YOUR RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Other than Disputes in which a party seeks a temporary restraining order, preliminary injunction, or other time-sensitive equitable remedies, the parties hereby irrevocably and unconditionally agree that any Dispute shall be settled exclusively by binding arbitration upon a written demand by either party. This applies to Users and their respective heirs, successors and assigns, as well as to Versive, its affiliates, and its and their respective successors and assigns to the fullest extent permissible under applicable law.

Arbitration is an alternative dispute-resolution procedure that allows us to resolve issues without the formality of going to court.

Class Action Waiver. Any arbitration proceeding under these Terms will take place on an individual basis. Class arbitrations and class or representative proceedings of any kind are not permitted, and you expressly waive your ability to participate in a class or representative proceeding against Versive or its affiliates. If the arbitration clause is found inapplicable to a Dispute, this class waiver will continue to apply in litigation. You agree that this class waiver is an essential element of the agreement between you and Versive and that this class waiver may not be severed. In the event that this class waiver is deemed invalid or unenforceable in any Dispute, then the entire agreement to arbitrate in these Terms will be null and void with respect to such Dispute.

Any Dispute subject to arbitration pursuant to these Terms must be submitted to binding arbitration, and shall be administered pursuant to the rules and procedures of the Judicial Arbitration and Mediation Society (“JAMS”). This means that you and Versive agree to a dispute-resolution process where we submit any Dispute to a neutral arbitrator (not a judge or jury) that makes the final decision to resolve the Dispute. The arbitrator may award the same remedies to you individually as a court could, but only to the extent required to satisfy your claim. The party starting an arbitration must send JAMS a “Demand for Arbitration” (available on its website), pay a filing fee, and mail a copy of the Demand for Arbitration to the opposing party. Please direct your Demand for Arbitration to:

Versive Technologies, LLC
[ADDRESS]

If an in-person hearing is required, the hearing will take place either in [COUNTY AND STATE], or where you reside – you choose.

To the greatest extent permissible under applicable law, the arbitrator will be bound by and will strictly enforce these Terms, including any limitations of liability contained herein, and may not limit, expand or otherwise modify any of the provisions of the foregoing.

If you start the arbitration, you must pay the JAMS filing fee required for consumer arbitrations. In some situations, Versive will help with your fees. If the Dispute involves $10,000 or less, Versive will pay all of the JAMS costs, including the fees you otherwise would have been required to pay. If the above does not apply to you, but you demonstrate that arbitration costs will be prohibitive compared to litigation costs, Versive will pay as much of your JAMS costs as the arbitrator finds is necessary to prevent arbitration from being cost-prohibitive (as compared to the cost of litigation). Even if Versive wins the arbitration and the applicable law or the JAMS Rules allow Versive to seek our portion of the JAMS fees from you, we won’t. The fee assistance is contingent upon you bringing the arbitration claims in “good faith”. JAMS costs do not include your attorneys’ fees and costs, and attorneys’ fees and costs are not counted when determining how much a dispute involves.

Except for the foregoing, each party will bear its own expenses in the arbitration and will share equally the costs of the arbitration; provided, however, that the arbitrator will award the applicable party any costs and fees to which it may be entitled in connection with any indemnification claim. You agree that your transactions with Versive evidence transactions in interstate commerce, and that the Federal Arbitration Act therefore governs the interpretation and enforcement of these arbitration provisions (notwithstanding the application of [STATE] law to any underlying claims). You also agree that the agreement to arbitrate and the class action waiver survive any termination of these Terms.

Instead of proceeding with informal resolution or arbitration, you and Versive agree that you may sue us in small-claims court in your choice of the county where you live or [COUNTY AND STATE] (if you meet the requirements of small-claims court).

You have the right to opt out of and not to be bound by the arbitration and class action waiver provisions set forth in these Terms. To exercise this right, you must send notice of your decision to the following address:

Versive Technologies, LLC
[ADDRESS]

Your notice must include your name, mailing address, and account name you use when accessing or using the Versive Service, and state that you do not wish to resolve disputes with Versive through arbitration. To be effective, this notice must be postmarked or deposited within 30 days of the date on which you first accepted these Terms, unless a longer period is required by applicable law; otherwise you will be bound to arbitrate disputes in accordance with this section. You are responsible for ensuring that Versive receives your opt-out notice, so you may wish to send it by means that provides for a delivery receipt. If you opt out of these arbitration provisions, Versive will not be bound by them with respect to Disputes with you.

To the extent any Dispute is not submitted to arbitration pursuant to these Terms, each party hereby expressly and irrevocably consents to the exclusive jurisdiction of the state courts located in [COUNTY AND STATE] or in the U.S. District Court for the [APPLICABLE DISTRICT COURT] in connection with any action to enforce the provisions of these Terms, to recover damages or other relief under these Terms, or otherwise arising under or by reason of these Terms.

EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS, INCLUDING THE PRIVACY POLICY OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) IT HAS DECIDED TO ENTER INTO THESE TERMS IN CONSIDERATION OF, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Modification of Terms

Versive reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify these Terms and the Privacy Policy and to impose new or additional rules, policies, terms, or conditions on use of the Versive Service by Users. Versive will communicate changes to these Terms by posting the new version on the Versive Service or its website here, or as otherwise determined by Versive in its sole discretion, at which time such updated Terms will be immediately effective. You are responsible for regularly reviewing these Terms and the Privacy Policy. Your continued use of the Versive Service after such notification of changes to these Terms will constitute your acceptance of any and all such changes.

General Provisions

Remedies, Severability, Force Majeure:

You agree that Versive will be entitled to seek equitable relief, including injunction and specific performance, in the event of any breach or threatened or intended breach of Sections entitled “Rules of Conduct,” “Reservation of Rights and Restrictions,” “No Rights Over Results of Use of Game, Software or Services, or Content,” “Anti-Cheating and Fraud Prevention Technologies,” and “Termination”. All rights and remedies of Versive provided in these Terms are cumulative and not exclusive, and the exercise by Versive of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law or in equity. No waiver by Versive of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Versive to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect. Versive will not be liable for any delay or failure caused by a force majeure event.

No Agency; Assignment; Third Party Beneficiaries

Neither party is an agent, partner, or joint venturer of the other. These Terms bind the parties and their successors, personal representatives, and permitted assigns. You may not assign these Terms to any person whose account has been terminated by Versive or who is prohibited from registering; any such assignment will be void. Except as otherwise expressly set forth herein, there shall exist no right of any person, other than you and Versive, to claim a beneficial interest in these Terms or any rights occurring by virtue of these Terms.

Entire Agreement and Headings

These Terms, including our Privacy Policy, constitute the sole and entire agreement between you and Versive regarding the Versive Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Versive Service. Paragraph headings and sub-headings are solely for the convenience of reference and shall not be given any weight or effect in the interpretation or construction of these Terms.

Applie iOS Terms

The following additional terms and conditions apply with respect to software available for use on any Apple, Inc. (“Apple”) iPhone or iPad devices that you own or control. You acknowledge that your agreement is not with Apple. Versive, not Apple, is solely responsible for the Versive Service and the content thereof. Your use of the Versive Service shall be subject to these Terms and as permitted by the Usage Rules set forth in the App Store Terms and Conditions as of the date you download or first use the Versive Service (which you acknowledge you have had the opportunity to review). You agree that Apple has no maintenance or support obligations with respect to the Versive Service.

You agree that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the Versive Service. If you are legally entitled to a warranty, then, in the event of any failure of the Versive Service to conform to such warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid by you to Apple for the Versive Service. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Versive Service, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to such required warranty will be Versive’s sole responsibility. However, you understand and agree that in accordance with these Terms, Versive has disclaimed all warranties of any kind with respect to the Versive Service.

As between Apple and Versive, Versive, not Apple, is responsible for addressing your or any third party’s claims relating to the Versive Service. Apple will have no liability whatsoever in connection with any third party claim that the Versive Service infringes that third party’s intellectual property rights.

Notwithstanding anything to the contrary in these Terms, Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary hereof.

Contacting Us

You may contact us at the following mailing address, telephone number, and email address:

Versive Technologies, LLC

[ADDRESS]

[TELEPHONE]

contact@versiveapp.com

In addition, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at 1-800-952-5210 in order to resolve a complaint regarding the Versive Service or to receive further information regarding use of the Versive Service.