VO PEEPS TERMS OF SERVICE

BACKGROUND & INTRODUCTION 

1. Additional Terms; Other guidelines. 2

2. User Content License Grant; Representations and Warranties. 3

3. Termination. 10

4. Disclaimers; No Warranties. 12

5. Limitation of Liability and Damages. 13

6. Miscellaneous. 15

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BACKGROUND & INTRODUCTION

VO Peeps, a California corporation (hereinafter “VO Peeps”) is the owner of the website and web-application accessible via https://vopeeps.com/~vopeepsc (the “Website”). VO Peeps agrees to grant access to the User (“You” or “User”) subject to the terms & conditions of these Terms of Service (“Terms”). Should You not agree or comply with (or cease to agree or comply with) any provisions of these Terms, You must immediately cease using the Website. Users are any Person who uses the Website for any purpose, including but not limited to Users that are registered with the Website to receive coaching, one-on-one tutorial classes, submit talent demos and engage voice coaches, teachers, and professionals in the industry with teaching experience who provide educational assistance as required for a fee (a “Coach”).

1. Eligibility; Accounts. Users must be 18 years of age and/or a legal entity capable of forming binding contracts. This Website is not available to (A) any Users previously suspended or removed from the Website by VO Peeps and (B) any Users from IP addresses that are suspended.

1.1 Account. In order to use certain features of the Website, You must register for an account. You may be asked to provide a password in connection with Your account. You are solely responsible for maintaining the confidentiality of Your account and password and for restricting access to Your computer, and You agree to accept responsibility for all activities that occur under Your account or password. You agree that the information You provide to VO Peeps, whether on registration or at any other time, will be true, accurate, current, and complete. You also agree that You will ensure that this information is kept accurate and up-to-date at all times. If You have reason to believe that Your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of Your account ID, password, or any credit, debit or charge card number, if applicable), then You agree to immediately notify VO Peeps. You agree that You are solely liable for the losses incurred by VO Peeps or others due to any unauthorized use of Your Website account.

1.2 Authentication Service. VO Peeps may permit You to register for the Website through certain third party social networking services, such as Facebook Connect, LinkedIn and Google (“Authentication Service”). By registering for the Website using an Authentication Service, You agree that VO Peeps may access Your account information from the Authentication Service and You agree to any and all terms of use of Authentication Service regarding Your use of the Website via the Authentication Service. You agree that any Authentication Service is a Reference Site (as defined below) and You are solely responsible for Your interactions with the Authentication Service as a result of accessing the Website through the Authentication Service.

1. Privacy Notice. Your privacy is important to VO Peeps. VO Peeps’s Privacy Policy is hereby incorporated into the Terms by reference. Please read this Privacy Policy carefully for information relating to VO Peeps’s collection, use, and disclosure of Your personal information.

2. Additional Terms; Other guidelines.

3.1 Other Guidelines. When using the Website, You will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time. All such guidelines are hereby incorporated by reference into the Terms.

1. Modification of the Terms. VO Peeps reserves the right, at our discretion, to change, modify, add, or remove portions of the Terms at any time. Please check the Terms and any guidelines periodically for changes. Your continued use of the Website after the posting of changes constitutes Your binding acceptance of such changes. For any material changes to the Terms, VO Peeps will make reasonable effort to provide notice to You of such amended Terms, such as by an email notification to the address associated with Your account or by posting a notice on the Website, and such amended terms will be effective against You on the earlier of (i) Your actual notice of such changes and (ii) thirty days after VO Peeps makes reasonable attempt to provide You such notice. Disputes arising under these Terms will be resolved in accordance with the version of the Terms in place at the time the dispute arose.

2. User Content License Grant; Representations and Warranties.

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5.1 User Content Generally. VO Peeps permits the posting by You and other Users of voice talent demos, practice tapes, notes, questions, comments, ratings, reviews, images or other communications (collectively, “User Postings”), and the hosting, sharing, and/or publishing of such User Postings (collectively, “User Content”). You understand that whether or not such User Content is published, VO Peeps does not guarantee any confidentiality with respect to any submissions nor the accuracy of any such submissions. User agrees that User Postings, such as voice demos of Users, will be published for promotional purposes of the User. The User hereby grants a license to VO Peeps to publish any submissions by User. The User also grants a license and holds VO Peeps harmless from its use of User Content to track and score Users’ progress. The User consents to and acknowledges that they are participating in an online educational service by using the Website. This may result in obligation of confidentiality and privacy, as well as the submission of personal and private information that will be reviewed and shared by people involved in the process, including but not limited to, all Coaches, employees, consultants and agents of VO Peeps. The User acknowledges that VO Peeps is relying on the representations given by each User as set forth in these Terms as a material condition to provide the User access to the Website.

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5.2 License Grant to VO Peeps. By submitting or distributing User Content through the Website, You hereby grant to VO Peeps a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free, perpetual, irrevocable right and license to host, transfer, display, perform, reproduce, modify, distribute and re-distribute, adapt, prepare derivative works of, use, make, have made, sell, offer for sale, import, and otherwise exploit Your User Content, under all intellectual property rights therein, in whole or in part, in any media formats and through any media channels (now known or hereafter developed).

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5.3 License Grant to Users. By submitting or distributing User Postings through the Website, You hereby grant to each User of the Website a non-exclusive license to access and use Your User Postings. The foregoing license granted by You terminates as to specific User Content once You remove or delete such User Content from the Website; provided, however, that Users’ rights to such User Posting arising out of distributions occurring on or prior to deletion of such User Content from the Website survive any termination or expiration of the license granted in this Section 5.3.

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5.4 User Content Representations and Warranties. You are solely responsible for Your User Content and the consequences of posting or publishing them. By uploading, submitting, creating, or publishing Your User Content to or through the Website, You affirm, represent, and warrant that: (1) You are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize VO Peeps and VO Peeps’s Users to use and distribute Your User Content as necessary to exercise the licenses granted by You in this Section and in the manner contemplated by VO Peeps and these Terms of Service; (2) Your User Content does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; (3) Your User Content does not contain any viruses, adware, spyware, worms, or other malicious code. Violators of these third-party rights may be subject to criminal and civil liability. VO Peeps reserves all rights and remedies against any User who violates these Terms of Service.  You agree not to post on any internet site any User Content which includes scripts which have been designated to You by Coaches as confidential.  You agree not to submit any User Content to any staffing or talent agency or to use any User Content in applying for any type of job unless Your Coach has given approval to You of Your use of such content.

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5.5 Access to Your User Content. VO Peeps permits Users to share some User Content with a select group of other Users, any hiring agency in the voice over acting industry, or make their User Content public for all (even non-Website users) to view. You acknowledge and agree that although VO Peeps may provide certain features intended to allow You to restrict some User Content You create from others, VO Peeps does not guarantee that such User Content will never be accessible by others. In the event of unauthorized access, VO Peeps will use reasonable efforts to notify You pursuant to Section 16.1 below. VO Peeps HEREBY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO ANY UNAUTHORIZED ACCESS TO ANY RESTRICTED USER CONTENT.  All Users and Coaches agree that they shall never use or even disclose non-published or otherwise confidential scripts as part of any VO Peeps activities.

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5.6 User Content Disclaimer. You understand that when using the Website You will be exposed to User Content from a variety of sources, and that VO Peeps is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that You may be exposed to User Content that are inaccurate, offensive, indecent or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against VO Peeps with respect thereto. VO Peeps does not endorse any User Content or any opinion, recommendation or advice expressed therein, and VO Peeps expressly disclaims any and all liability in connection with User Content. If You are a content owner or User with concerns regarding Your trademarks, copyrights, or other intellectual property rights, please contact the VO Peeps via this form. If notified by a User or a content owner of User Content that allegedly does not conform to the Terms, including without limitation allegations of infringement of third-party intellectual property or proprietary rights, VO Peeps may investigate the allegation and determine in its sole discretion whether to remove the User Content, which it reserves the right to do at any time and without notice or liability to You. For clarity, VO Peeps does not permit copyright, trademark, or other intellectual property infringing activities on the Website. VO Peeps respects the intellectual property of others and takes the protection of copyrights, trademarks, and all other intellectual property very seriously, and asks that Users do the same.

1. Digital Millennium Copyright Act. It is VO Peeps’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. VO Peeps will promptly terminate without notice Your access to the Website if You are determined by VO Peeps to be a “repeat infringer.” A repeat infringer is a User who has been notified by VO Peeps of infringing activity violations more than twice and/or who has had User Content or any other user-submitted content removed from the Website more than twice.

2. Prohibited Conduct.

BY USING THE WEBSITE YOU AGREE NOT TO:

• use the Website or any related services, including any VO Peeps videos and live video sessions, for any commercial use or purpose unless expressly permitted by VO Peeps in writing {should You require a commercial license, please contact the VO Peeps through this form}, it being understood that the Website and related services are intended for personal, non-commercial use only;

• use the Website for any purposes other than to disseminate or receive original or appropriately licensed content and/or to access the Website as such services are offered by VO Peeps;

• rent, lease, loan, sell, resell, redistribute, sublicense, distribute or otherwise transfer the licenses granted herein, Your logon credentials, or any Materials (as defined in Section 11, below);

• post, upload, or distribute any defamatory, libelous, or inaccurate User Content or other content;

• post, upload, or distribute any User Content or other content that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;

• impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Website accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Website, or perform any other similar fraudulent activity;

• delete the copyright or other proprietary rights notices on the Website, or User Content;

• assert, or authorize, assist, or encourage any third party to assert, against VO Peeps or any of its affiliates or licensors, any patent infringement or other intellectual property infringement claim regarding any Licensed Educational Content, or User Content You have used, submitted, or otherwise made available on or through the Website;

• make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the Website. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;

• use the Website for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;

• defame, harass, abuse, threaten or defraud Users of the Website, or collect, or attempt to collect, personal information about Users or third parties without their consent;

• remove, circumvent, disable, damage or otherwise interfere with security-related features of the Website, or User Content, features that prevent or restrict use or copying of any content accessible through the Website, or features that enforce limitations on the use of the Website, Licensed Educational Content, or User Content;

• reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Website or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

• modify, adapt, translate or create derivative works based upon the Website or any part thereof, except and only to the extent expressly permitted by VO Peeps herein or to the extent the foregoing restriction is expressly prohibited by applicable law;

• use 5 different IP addresses per 24 hour period to log in, any additional IP addresses used per account beyond five will cause the account to be locked out for 24 hours and may result in suspension of Your account or any or all of such IP addresses; or

• intentionally interfere with or damage operation of the Website or any user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.

1. Fees. Payments.

9.1 Fees. VO Peeps may now, or in the future, charge fees for access to and use of the Website, or certain features thereof (“Fees”). You agree to pay all Fees and charges specified for such features. All Fees are exclusive of applicable taxes, unless otherwise stated, and You are solely responsible for the payment of any such taxes that may be imposed on Your use of the Website. All fees must be paid in advance and at least 24 hours before the start of the first session of coaching or consulting, otherwise risk cancellation (see Session Cancellation section 12.4).

9.2 Payment Methods. VO Peeps will charge Fees, if any, and other additional fees or donations You authorize via PayPal, Credit/Debit Card or any other account that VO Peeps will authorize (the “Payment Agent”). You authorize the Payment Agent to be used as a billing agent for VO Peeps, to continue to attempt to charge all sums described herein through Your Payment Agent account until all Fees are paid in full. You agree to provide VO Peeps updated information regarding Your Payment Agent account upon VO Peeps’s request, and any time the information earlier provided is no longer valid. Payment for sessions of consulting and coaching must be made at least 24 hours before the scheduled appointment time. If no payment is received within 24 hours prior to the scheduled appointment, the session will automatically be cancelled and the Coach will be notified of the change. In regards to outstanding fees, if payment is not received by VO Peeps from Your Payment Agent account, You agree to pay all amounts due upon demand by VO Peeps and Your account may be suspended or cancelled. VO Peeps will not retain any Payment Agent account information or billing information. Your obligation to pay outstanding fees shall survive any termination of this Agreement.

9.3 Credit Card Authorization. If VO Peeps permits You to use a credit card to pay for any Fees related to the Website, You will be asked to provide VO Peeps with a credit card number from a card issuer that we accept. VO Peeps may seek pre-authorization of Your credit card account prior to a purchase to verify the credit card is valid and/or has the necessary funds or credit available to cover Your purchase. These pre-authorizations will reduce Your available balance by the authorization amount until it is released or reconciled with the actual charge. Please contact Your credit card issuer if You have additional questions regarding when an authorization amount will be removed from Your statement.

9.4 Payment by PayPal. PayPal may be used as a Payment Agent. Visit www.paypal.com for full disclosures in regards to the handling of Your financial information.

9.4 Changes in Price. VO Peeps may at any time, upon notice required by applicable law, change the price of the Website or any features thereof, institute new charges or fees, or charge a fee for the Website or any part thereof where a fee was not previously charged. All Fees relating to the Website, including any Fees charged for access to the Website, are final.

9.5 Refunds. All session time/hours purchased must be used within a year of purchase date and will not be refunded after the one year deadline. The availability and amount of any refund requests within a year of purchase will be determined by VO Peeps in its sole and absolute discretion. Sessions that are cancelled by User less than 24 hours from the appointment time will not be refunded. Exceptions may be made on an individual basis, such as in the event of a death, family emergency, or the potential loss of a voiceover job that can’t be rescheduled. To request a refund or inquire more about the refund policy, please contact the VO Peeps through this form.

Classes and Workouts:

If you are unable to attend or need to cancel for any reason, please let us know at least 14 days prior to the class start date. A credit in the full amount of the class will be issued to your VO Peeps account. Since class space is limited, we do not provide credits on shorter notice. No cash refunds will be issued.

Live Webinars:

If you are unable to attend or need to cancel for any reason, please let us know at least 14 days prior to the webinar start date. A credit in the full amount of the class will be issued to your VO Peeps account. Since class space is limited, we do not provide credits on shorter notice. No cash refunds will be issued.

Recorded Webinars:

The VO Peeps does not offer refunds on Pre-Recorded webinars.

9.6 Returns of Products. Physical products sold by Website are each from a different manufacturer. The warranties are available from the product manufacturer, not VO Peeps. This Section 9.6 only applies to physical goods sold through the Website’s shop, not online coaching services.

1. Third-Party Sites, Products and Services; Links. The Website may include links or references to other web sites or services solely as a convenience to Users (“Reference Sites”). VO Peeps does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. In addition, Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Website are solely between You and such advertiser. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at Your own risk.

2. Ownership; Proprietary Rights. The Website is owned and operated by VO Peeps. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Website provided by VO Peeps (the “Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any User Content that are provided and owned by Users, all Materials contained on the Website are the property of VO Peeps or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to VO Peeps or its affiliates and/or third-party licensors. Except as expressly authorized by VO Peeps, You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. VO Peeps reserves all rights to the Materials not expressly granted in the Terms.

3. Termination.

12.1 Termination by VO Peeps. You agree that VO Peeps, in its sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof) You may have with VO Peeps or Your use of the Website and remove and discard all or any part of Your account, User profile, and any User Content, at any time. VO Peeps may also in its sole discretion and at any time discontinue providing access to the Website, or any part thereof, with or without notice. You agree that any termination of Your access to the Website or any account You may have, or portion thereof, may be affected without prior notice, and You agree that VO Peeps will not be liable to You or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies VO Peeps may have at law or in equity. As discussed herein, VO Peeps does not permit copyright, trademarks, or other intellectual property infringing activities on the Website, and will terminate access to the Website, and remove all User Content or other content submitted, by any Users who are found to be repeat infringers.

12.2 Termination by You. Your only remedy with respect to any dissatisfaction with (i) the Website, (ii) any term of these Terms of Service, (iii) any policy or practice of VO Peeps in operating the Website, or (iv) any content or information transmitted through the Website, is to terminate Your account without receiving a refund for paid fees prior to termination. You may terminate the Terms at any time by deleting Your login account with the Website and discontinuing use of any and all parts of the Website.

12.3 Session Cancellations by User; Sessions Scheduled Within 24 Hours. Payments for sessions scheduled within 24 hours must be received by VO Peeps at least three hours before the start of the session. Otherwise the session will be automatically cancelled. (See Section 9.5 regarding refund).

12.4 Session Cancellations by a Coach. All Coaches are working voice-over artists (or related talent) and may need to make last minute cancellations. Coaches will try to avoid session cancellations whenever possible, but the nature of their work requires them to be booked for jobs with barely any notice beforehand. The voice acting industry is rapidly evolving, and Coaches need to remain aware of any important changes. By allowing them to honor these other bookings, User’s quality of education will improve and be all the more relevant. Your understanding in these circumstances is greatly appreciated. VO Peeps will make it a top priority to reschedule at the earliest possible time that is convenient for You. User agrees that neither the Coaches nor VO Peeps will have any liability to the User for cancellations of a session by a Coach other than to assist in rescheduling a new appointment.

12.5 Split Sessions. One hour sessions may be the most productive way to proceed with coaching for a User. However, Users may choose to split a “one hour session” into several smaller sessions (two 30 minute sessions or three 20 minute session). Please note this option is only recommended if Users would like to submit a sound file (like a practice take for an audition) and get quick feedback on that particular reading. All split sessions, with no exceptions, must be completed within one month from when they were purchased. No leftover time from split sessions will be made up or refunded. This section does not apply to any unused sessions User chooses not to split.

1. Indemnification. You agree to indemnify, defend, and hold harmless VO Peeps, its affiliated companies, contractors, employees, Coaches, consultants, agents and its third-party suppliers, licensors, and partners (“VO Peeps Indemnitees”) from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of any use or misuse of the Website, any violation of the Terms, or any breach of the representations, warranties, and covenants made herein. VO Peeps reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify VO Peeps, and You agree to cooperate with VO Peeps’s defense of these claims. VO Peeps will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it. Coaches agree to indemnify, defend, and hold harmless VO Peeps, from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of the disclosure of confidential information by such Coach of any 3rd party confidential information, including but not limited to confidential scripts.

2. Disclaimers; No Warranties.

14.1 No Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, VO Peeps, and its affiliates, partners, LICENSORS and SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ALL WITH REGARDS TO THE WEBSITE. Specifically, VO Peeps does not warranty any progress, employment opportunity, or employment advantage by using the Website or paying any Fees. No advice or information, whether oral or written, obtained by You from VO Peeps or through the Website will create any warranty not expressly stated herein. You expressly acknowledge that, as used in this Section 14, the term VO Peeps includes VO Peeps’s officers, directors, employees, shareholders, Coaches, agents, licensors and subcontractors.

14.2 “As is” and “As available” and “With All Faults”. You expressly agree that use of the Website is at Your sole risk. THE WEBsite AND ANY DATA, INFORMATION, THIRD-PARTY SOFTWARE, User Content, reference sites, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE Website ARE PROVIDED on an “AS IS,” “AS AVAILABLE” AND “with all faults” basis and WITHOUT WARRANTIES or representations OF ANY KIND EITHER EXPRESS OR IMPLIED.

14.3 Content. VO Peeps, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE DATA, User Content, FUNCTIONS, or any other information OFFERED ON or through THE WEBSITE or any reference 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.

14.4 Accuracy. VO Peeps, ITS SUPPLIERS, COACHES, CONSULTANTS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE WEBSITE or any reference sites IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

14.5 Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOU use, access, STREAM, DOWNLOAD, OR OTHERWISE OBTAIN information, materials, OR DATA THROUGH THE WEBSITE (INCLUDING RSS FEEDS) or any reference sites AT YOUR own DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR property (including your computer system) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD or use OF SUCH MATERIAL OR DATA.

1. Limitation of Liability and Damages.

15.1 Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL VO Peeps OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (including without limitation damages arising from any unsuccessful court action or legal dispute, lost business, lost revenues, or loss of anticipated profits OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) (A) ARISING OUT OF OR RELATING TO THE TERMS OR THAT RESULT FROM YOUR USE OF OR YOUR INABILITY TO USE THE WEBSITE or any reference sites, OR (C) ANY OTHER INTERACTIONS WITH VO Peeps. 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, VO Peeps’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. VO Peeps SHALL NOT BE LIABLE IN THE EVENT THAT ANY COACH SHARES CONFIDENTIAL INFORMATION WITH ANY OTHER USER. The User consents to and acknowledges that Coaches that provide services through the Website’s online platform are neither employees nor agents nor representatives of VO Peeps. VO Peeps assumes no responsibility or liability for (a) any act or omission of any such Coach except as explicitly stated herein, (b) any damages or injury arising from or related to any opinion, response, advice, prediction, recommendation, information and/or other service provided or not provided by any Coach, (c) the accuracy of the Coach, (d) the availability of the Coach on the Website, (e) the ability of any Coach to give advice that the User requests, (f) whether the User shall find an Coach’s advice relevant, useful, accurate or satisfactory, (g) whether the advice of the Coach will be responsive or relevant to the User’s question, (h) whether the Coach’s advice will otherwise be suitable to the User’s needs, or (i) any of Users’ confidential information transmitted to VO Peeps. VO Peeps does not take responsibility for verifying the skills, degrees, qualifications, credentials or background of any Coach except as explicitly stated by VO Peeps. It is strongly recommended that the User independently verify the skills, degrees, qualifications, credentials and background of each Coach from whom he or she receives or contemplates to receive advice or services.

15.2 Limitation of Damages. IN NO EVENT WILL VO Peeps’S OR ITS AFFILIATES’, CONTRACTORS’, EMPLOYEES’, AGENTS’, 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 THE TERMS OR YOUR USE OF THE WEBSITE OR your interaction with OTHER WEBSITE USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE WEBSITE DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE date of the claim OR NINETY DOLLARS, WHICHEVER IS GREATER.  VO Peeps website and its components are offered for as an online educational tool that enables the User to use the educational material via an online platform; this Website shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted or made available via the Website, including information transmitted during one-on-one coaching sessions, and shall not be responsible or liable for any error or omissions in that information.

15.3 Reference Sites. THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED on any reference sites or otherwise BY THIRD PARTIES OTHER THAN VO Peeps AND RECEIVED THROUGH OR ADVERTISED ON THE WEBSITE OR RECEIVED THROUGH ANY reference sites TO THE EXTENT VO Peeps WOULD BE LIABLE FOR SUCH AN ACTION IN THE FIRST PLACE.

15.4 Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT VO Peeps HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND VO Peeps, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND VO Peeps. VO Peeps would not be able to provide the Website to You on an economically reasonable basis without these limitations.

1. Miscellaneous.

16.1 Notice. VO Peeps may provide You with notices by email only. Notice will be deemed given twenty-four hours after email is sent, unless VO Peeps is notified that the email address is invalid. In such case, notice will be deemed given three days after the date of mailing. The nature of the Website is such that VO Peeps and User may communicate with each other and the Coaches through the Website, video chat and electronic mail. VO Peeps may communicate through a web based email account for the purpose of sending scripts. VO Peeps is not responsible for any damages caused by computer hackers and others acting outside the law in any transmission of electronic mail. The User acknowledges and agrees that while they can choose to opt out of receiving electronic communications, this may frustrate their ability to use some or all of the features of the Website. The parties agree that these Terms may be executed electronically and that any signature required directly or incidental to these Terms may be made electronically.

16.2 Headings. The heading references herein are for convenience purposes only, do not constitute a part of the Terms, and will not be deemed to limit or affect any of the provisions hereof.

16.3 Waiver. The failure of VO Peeps to exercise or enforce any right or provision of the Terms will not constitute a waiver of such right or provision. Any waiver of any provision of the Terms will be effective only if in writing and signed by VO Peeps.

16.4 Dispute Resolution and Arbitration.

(a) Governing Law. The Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.

(b) Arbitration. For any claim related to the Terms or the Website, excluding claims for injunctive or other equitable relief, where the total amount sought is less than ten thousand U.S. Dollars ($10,000.00 USD), either VO Peeps or You may elect at any point in or during a dispute or proceeding to resolve the claim through binding non-appearance-based arbitration. A party electing arbitration shall initiate it through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

(c) Jurisdiction. You agree that any action at law or in equity arising out of or relating to the Terms or VO Peeps will be filed only in the state or federal courts in and for Los Angeles County, California, and each of You and VO Peeps hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action, except as provided in Section 16.4(b) regarding arbitration. Notwithstanding this, either party shall still be allowed to apply for injunctive or other equitable relief to protect or enforce that party’s intellectual property rights in any court of competent jurisdiction where the other party resides or has its principal place of business.

(d) Improperly Filed Claims. All claims you bring against VO Peeps must be resolved in accordance with this Section 16.4. All claims filed or brought contrary to this Section 16.4 shall be considered improperly filed. Should either party file a claim contrary to this Section 16.4, the other party may recover attorneys’ fees and costs up to one thousand U.S. Dollars ($1,000.00 USD), provided that such party seeking such fees has notified the other in writing of the improperly filed claim, and the other has failed to promptly withdraw the claim.

16.5 Severability. If any provision of the Terms or any Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from the Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

16.6 Assignment. The Terms and related guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by VO Peeps without restriction. Any assignment attempted to be made in violation of the Terms shall be null and void.

16.7 Survival. Upon termination of the Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 5 through 16.

16.8 Entire Agreement. The Terms, and the Privacy Policy constitute the entire agreement between You and VO Peeps relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to the Terms, Privacy Policy or Guidelines made by VO Peeps as set forth in Section 2 above.

16.9 Claims. YOU AND VO Peeps AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

16.10 Disclosures. The Website is hosted in the United States, and the services provided hereunder are offered by VO Peeps