TERMS AND CONDITIONS

IMPORTANT NOTICE: THESE TERMS AND CONDITIONS CONTAIN AN ARBITRATION CLAUSE AND A LIMITATION ON INITIATING CLASS ACTIONS, AND GOVERN ANY DISPUTE ARISING OUT OF THE USE OF THE SERVICES PROVIDED BY Vegamoviez. THESE TERMS AND CONDITIONS AFFECT YOUR RIGHTS, AS DETAILED IN THE ARBITRATION CLAUSE AND THE LIMITATION OF CLASS ACTIONS SECTION, AS DESCRIBED BELOW, PLEASE READ CAREFULLY. These Vegamoviez Services Terms and Conditions (the “Terms”) govern your access to and use of the Vegamoviez (“Vegamoviez,” “we,” or “our”) websites and Services (collectively, the “Site”). for all visitors to the site (“Site Visitors”), and persons or entities who purchase our services (the “Vegamoviez Services”) or who create an account (“Account”), as well as for all of its Authorized Users (all collectively, the “Customers”). By using the Site or any of the Vegamoviez Services, you as a Site Visitor or Customer agree to these Terms (whether on behalf of yourself or the legal entity you represent). An “Authorized User” of a Customer is a natural person, whether an employee, business partner, contractor or agent of a Customer who is registered or authorized by Customer to use the Vegamoviez Services, subject to these Terms and up to a number maximum number of users or uses determined at the time of their acquisition. Customers and Site Visitors may be referred to within these Terms as “you” and/or “your,” as applicable. If you are a Customer and you or your organization are parties to a Master Services Agreement with Vegamoviez (“Corporate Terms”), these Terms will apply, in any case, only to the use of the Site or any Vegamoviez Services, in the to the extent the use is not already governed by the Master Services Agreement. For the avoidance of doubt, all references to the “Site” in these Terms also include the Vegamoviez Services. BY ACCESSING, USING OR DOWNLOADING ANY MATERIALS FROM THE SITE, YOU AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE UNAUTHORIZED AND SHOULD STOP USING THE SITE IMMEDIATELY. 1. UPDATES AND COMMUNICATIONS 1.1 We may modify these Terms or any Additional Terms and Conditions that are relevant to any particular Vegamoviez Service, from time to time, to reflect changes in applicable laws or with respect to the Vegamoviez Services. We will post the revised terms on the Site with the “last updated” reference and date. PLEASE REVIEW THE SITE REGULARLY FOR TIMELY NOTICE OF ANY POSSIBLE MODIFICATIONS. IF YOU CONTINUE TO USE THE Vegamoviez SERVICES AFTER THE MODIFICATIONS BECOME EFFECTIVE, YOU AGREE TO BE BOUND BY THE MODIFIED TERMS. You agree that we will not be liable to you, or any third party, for any modification to the Terms. 1.2 You agree to receive any and all communications, agreements and notices that we provide to you in connection with any Vegamoviez Services (“Communications”), including, but not limited to, Communications related to our delivery of the Vegamoviez Services and your purchase of the Vegamoviez Services subscription, by electronic means, including by email, text message, in-product notifications, or postings on the Site or through any Vegamoviez Services. You agree that all Communications provided to you electronically satisfy the same legal requirements as if such communications were in writing or delivered in a particular manner; and you agree to keep your Account contact information up to date. 2. ADDITIONAL TERMS FOR Vegamoviez SERVICES 2.1 Vegamoviez Signature. If you use Vegamoviez Signature, you agree to the Vegamoviez Signature Program Terms described below . 2.2 Vegamoviez Rooms. If you use Vegamoviez Rooms, you agree to the Vegamoviez Rooms Program Terms described below . 3. RIGHTS OF USE AND ACCESS 3.1 Eligibility to Use. You represent and warrant that: (a) you are of legal age (you are 18 years of age or older or you are of legal age in your jurisdiction) and that you are competent or have the necessary authority to accept these Terms; and (b) that you (or your Authorized Users, as applicable), when using the Site, are not or will not be located in or under the control of a person belonging to any country or territory to which the United States maintains an embargo, and is not a prohibited end user under the Export Control Laws (as defined in Section 12.3). You acknowledge and agree that you are not permitted to use the Site if you cannot confirm that you do not fall into any of the situations described above. If you were previously prohibited by Vegamoviez from accessing the Site or using the Vegamoviez Services, you are not permitted to access the Site or use the Vegamoviez Services. If you are accepting these Terms on behalf of an organization or entity, you represent and warrant that you are duly authorized to accept these Terms, on behalf of and on behalf of that organization or entity, thereby binding them to these Terms (in which case , references to “you” and “your”” in these Terms, refer to such organization or entity). 3.2 Limitation regarding the License. Upon your acceptance of these Terms, we grant you a limited, non-exclusive, non-transferable license to access and use the Site for your internal business purposes and only as expressly permitted in these Terms, as well as for any plans that have been paid for by Customer. and permit the registration of an Account for the use of a Vegamoviez Service (“Subscription Plan”) as applicable. You must not use, or permit use of, the Site for any purpose that is unlawful or in any way inconsistent with the provisions of these Terms. If you are or become a direct competitor of Vegamoviez, you may not access or use the Vegamoviez Services without the express prior written consent of Vegamoviez, and they may only be used for purposes expressly authorized by Vegamoviez. written. Except as otherwise restricted by these Terms, Vegamoviez grants you non-exclusive, non-transferable, limited permission to display, copy and download content and materials on the Site provided that you: (a) own the copyright and other intellectual property rights according to the notices on the content and materials; (b) use them solely for personal or internal, non-commercial use or in accordance with any applicable Subscription Plan; and (c) do not modify them in any way. Each Subscription Plan includes restrictions and requirements that describe the functionalities that the Client will be able to access. Any violation by you of the license provisions contained in this Section 3 may result in immediate termination of your right to use the Site, as well as potential liability for copyright infringement or other claims depending on the circumstances. . 4. OWNERSHIP 4.1 Intellectual Property. The Site contains materials that are the property of Vegamoviez and are protected by copyright laws, international treaty provisions, trademark and other intellectual property laws and treaties. 4.1.1 The Site is also protected as a collective work or compilation, in accordance with copyright, as well as other international laws and treaties. You agree to comply with all copyright laws and any other applicable laws, as well as any additional copyright notices or restrictions contained on the Site. You acknowledge that the Site contains original works that have been developed, compiled, prepared, reviewed, selected and organized by Vegamoviez and others through the application of methods and standards, through the expenditure of substantial time, effort and money, and by which constitutes valuable intellectual property belonging to Vegamoviez and others. All present and future rights in trade secrets, patents, designs, copyrights, trademarks, database rights, know-how and other intellectual property rights or other proprietary rights of any kind, documentation, improvements, contributions designs or derivative works, as well as any knowledge or processes related thereto, including the rights in and to all applications and registrations related to the Site, will at all times be, as between you and Vegamoviez, the sole and exclusive property of Vegamoviez. 4.1.2 The trademarks, logos and slogans or commercial advertisements displayed on the Site (collectively, the “Marks”) are registered and unregistered trademarks, the property of Vegamoviez and others. The Marks generally should not be used in any type of campaign or advertising, or to indicate Vegamoviez’s sponsorship or affiliation with any product, service, event or organization without the prior written authorization of Vegamoviez. Vegamoviez recognizes the trademarks of other organizations for their respective products or services mentioned on the Site. All rights not expressly granted in these Terms or in the PI Pages are reserved by Vegamoviez, Inc. Except as provided in these Terms or in the PI Pages ( https://www.vegamoviez.in.net/ ), incorporated into this document by reference, any use of the trademarks or any other proprietary content of Vegamoviez is strictly prohibited. 4.1.3    Copyright. Vegamoviez respects copyright laws and expects its users to do the same. If you believe that any content or materials displayed on the Site violate your copyright, please notify us in accordance with our Copyright Policy. 4.2 Restrictions on Use of the Software. The software available for download, through the Site or from third party websites or applications (the “Software”), is the intellectual property of Vegamoviez and its third party suppliers. Use of the Software is governed by these Terms. Unauthorized reproduction or distribution of the Software is expressly prohibited by law and may give rise to both civil and criminal penalties. Procedures may be initiated against violators. 4.3 User Content and Submissions that are not Electronic Documents. 4.3.1 Presentations. The Vegamoviez Site or Services may allow you to submit, post, upload or otherwise make available (collectively, publish) content such as questions, public messages, ideas, product reviews, comments and other content (collectively, “User Content”), which may or may not be visible to other users. If you post User Content, unless we indicate otherwise, you grant us a non-exclusive, royalty-free and fully sublicensable license to access, view, use, reproduce, modify, adapt, publish, translate, create derivative works , distribute, copy and display such User Content throughout the world in any form, media or technology now known or later developed. You also permit any other user to view, copy, access, store or reproduce such User Content for that user’s personal use. You grant us the right to use the name and other information about you that you submit in connection with such User Content. You represent and warrant that: (a) you own or otherwise control all of the rights to the User Content that you post; (b) the user content you post is truthful and accurate; and (c) use of the User Content you post does not violate these Terms or any applicable laws. For the avoidance of doubt, User Content does not include any document, such as a contract, disclosure or notice that is deposited in the Vegamoviez Signature service for processing (“Electronic Documents”). 4.3.2 Detection and Elimination. You acknowledge and agree that Vegamoviez and Vegamoviez’s designees may or may not, in Vegamoviez’s discretion, pre-screen User Content prior to its appearance on the Site or Vegamoviez Services. However, Vegamoviez is under no obligation to do so. You further acknowledge and agree that Vegamoviez reserves the right (but does not assume the obligation), in its sole discretion, to refuse, move, edit or delete any User Content contributed to the Site or Vegamoviez Services. Without limiting the foregoing, Vegamoviez and its designees shall have the right to remove any User Content that violates these Terms or is objectionable, in Vegamoviez’s sole discretion. You acknowledge and agree that Vegamoviez does not verify, adopt, ratify, or sanction User Content, and you agree that you must evaluate, and bear all risks associated with, your use of User Content or your reliance on the accuracy, completeness, or usefulness of the Content. of the User. 5. RESTRICTIONS ON USE OF THE SITE 5.1 By using the Site, including any Vegamoviez Service, you specifically agree not to engage in any activity or transmit any information that in our sole discretion: 5.1.1 Is illegal, or violates any federal, state or local law or regulation; 5.1.2 Incite illegal activities or discuss illegal activities with the intent to commit them; 5.1.3 Violates any third party right, including, but not limited to, the right to privacy, the right to one’s own image, copyright, trademark rights, patents, commercial or industrial secrets; or any other intellectual property or proprietary rights; 5.1.4 Is harmful, threatening, abusive, harassing, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, incites hatred or violence, or is otherwise objectionable; 5.1.5 Interfere with any third party’s use and enjoyment of the Services; 5.1.6 Proposes to impersonate another person or entity; 5.1.7 Is commercial in a way that violates these Terms, including, without limitation, using the Site for spam, surveys, contests, pyramid schemes or other advertising materials; 5.1.8 Falsely state, misrepresent or conceal your affiliation with another person or entity; 5.1.9 Access or use another user’s Account without permission; 5.1.10 Distribute computer viruses or other code, files or programs that interrupt, destroy or limit the functionality of any software or hardware or electronic communications equipment; 5.1.11 Interfere with, disrupt, disable, overburden, or destroy the functionality or use of any feature of the Site, or the servers or networks connected to the Site, or any of the Vegamoviez Services; 5.1.12 “Hack” or access without permission our, another user’s, or any other person’s private or confidential records; 5.1.13 Request personal or confidential information from other users, including, but not limited to, address, credit card or financial information, or passwords; 5.1.14 Decompile, reverse engineer, disassemble or attempt to obtain the source code of the Site, except as expressly permitted in these Terms or by law, unless permitted by applicable law without consent; 5.1.15 Remove, circumvent, disable, damage or otherwise interfere with security-related features, or features that enforce limitations on use of the Site; 5.1.16 Use automated or manual means to violate the restrictions in robot exclusion headers on the Site, if any, or bypass or circumvent other measures employed to prevent or limit access, for example, by engaging in practices such as “ screen scraping,” “database scraping,” or any other activity, for the purpose of obtaining lists of users or other information; 5.1.17 Modify, copy, scrape or obtain, display, distribute, publish, license, sell, rent, lease, loan, transfer or commercialize any material or content on the Site; 5.1.18 Use the Services to perform benchmarking, or to compile information for a product or service; 5.1.19 Download (other than through page caching required for personal use, or as expressly permitted by these Terms), distribute, publish, transmit, perform, reproduce, disseminate, duplicate, upload, license, create derivative works or offer to sell any content or other information contained in or obtained through the Site or the Vegamoviez Services, by any means, except as provided in these Terms or with the prior written consent of Vegamoviez; either 5.1.20 You propose to do any of the above. If you believe that content on the site violates the above restrictions, please contact us here: https://www.vegamoviez.in.net/ 5.2 Additionally, Customers shall not and shall not permit others to carry out the following activities with respect to the Vegamoviez Services: 5.2.1 Use or allow access to the Vegamoviez Services in a manner that circumvents contractual restrictions on use; that exceed usage metrics; or authorized use set forth in these Terms, any applicable Subscription Plan or Vegamoviez’s Reasonable Use Policy; 5.2.2 License, sublicense, sell, resell, rent, lease, transfer, distribute or time share, or make any part of the Vegamoviez Services or Vegamoviez’s current technical and functional documentation for the Vegamoviez Services (“Documentation “) available for access by third parties, unless otherwise indicated in these Terms; either 5.2.3 Access or use the Services or Vegamoviez Documentation for the purpose of (i) developing or operating products or services intended to be offered to third parties in competition with the Vegamoviez Services or (ii) allowing access to a direct competitor from Vegamoviez. 5.3 You may not frame the Site, place pop-up windows over its pages or in any way affect the display of its pages. You may link to the Site, provided that you acknowledge and agree that you will not link the Site to any website that contains any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information or that violates any intellectual property, proprietary , privacy or image rights. Any violation of this provision may, at our sole discretion, result in immediate termination of your use of and access to the Site. 5.4 You acknowledge that we have no obligation to monitor your or any other person’s access to or use of the Site to identify violations of these Terms, or to review or edit any content. However, we have the right to do so, for the purposes of operating and improving the Site (including, without limitation, fraud prevention, risk assessment, research and customer support, analytics and advertising), to ensure compliance with these Terms and to comply with applicable law or the order or requirement of a court, consent decree, administrative agency or other governmental body. 6. PRIVACY 6.1 Vegamoviez Privacy Policy. You acknowledge that, except as described in these Terms or the applicable Corporate Terms, the information you provide to us or that we collect will be used and protected as described in the vegamoviez.in.net . Please read the Privacy Notice carefully. 6.2 Access and Disclosure. We may access, preserve or share your information when we believe, in good faith, that such sharing is reasonably necessary to investigate, prevent, or take action regarding possible illegal activities or to comply with legal processes (for example, a subpoena or other legal process ). We may also share your information in situations that involve potential threats to the physical safety of any person, violations of the Vegamoviez Privacy Notice or user contracts or terms; or to respond to claims regarding possible violations of third party rights and/or to protect the rights, property and safety of Vegamoviez, our employees, users or the general public. This may involve sharing your information with police, government agencies or authorities, courts and/or other organizations. 7. SPECIFIC TERMS OF Vegamoviez SERVICES 7.1 Right to Use Vegamoviez Services. Subject to these Terms, Vegamoviez will provide the Vegamoviez Services to Customers in accordance with the Subscription Plan each Customer has purchased, and Vegamoviez grants each Customer a limited, non-exclusive, non-transferable right and license during the term. Stipulated period, solely for internal business purposes and at all times in accordance with the Documentation, to: (a) use the Vegamoviez Services; (b) implement, configure and, through your Account Administrator(s), allow your Authorized Users to access and use the Vegamoviez Services, up to any applicable limits or maximums; and (c) to access and use the Documentation. 7.1.1 Authorized Users. Customer Authorized Users must be identified by a unique email address and username, and two or more natural persons may not use the Vegamoviez Services as the same Authorized User. If the Authorized User is not an employee of Customer, use of the Vegamoviez Services will only be permitted if the user is under confidentiality and other obligations to Customer, provided that such obligations are at least as restrictive as those contained in these Terms, and you are permitted to access or use the Vegamoviez Services solely to support Customer’s internal business purposes. 7.1.2 Account Administrator. Customer may assign and expressly authorize Authorized Users as its agent to manage Customer’s Account and the administration of Customer’s Account, which includes, but is not limited to, configuring administration settings, assigning access and of usage authorization, requesting additional or different services, providing usage and performance records, managing templates, executing approved campaigns and events, assisting in the integration of third-party products and agreeing to notices, disclosures and terms and conditions (“Account Administrator” ). Customer may designate an employee or third party business partner or contractor to act as its Account Administrator(s) and may change such assignments at any time through its Account. 7.2 Payment conditions. 7.2.1 Subscription Plan.  Vegamoviez Services pricing, features and options depend on the Subscription Plan selected and changes caused by Customer. Vegamoviez does not represent or warrant that a particular Subscription Plan will be offered indefinitely and reserves the right to change prices or alter the features and options in a particular Subscription Plan without prior notice. 7.2.2 No Refunds.  Customer will promptly pay Vegamoviez all fees associated with its Subscription Plan, Account or use of the Vegamoviez Services, including, but not limited to, Authorized Users. CUSTOMER PAYMENTS ARE NON-REFUNDABLE, EXCEPT AS EXPRESSED IN THESE TERMS. Charges for prepaid Subscription Plans will be charged to Customer in advance. Purchase usage charges and Subscription Plan standard charges will be billed after service has been provided, unless otherwise specified in the Subscription Plan. 7.2.3 Recurring Charges. When purchasing a Subscription Plan, you must provide correct and complete information regarding a valid payment method for which you are authorized. You will be billed for your subscription plan either through the payment method you provided, such as credit card, or through an intermediary, such as iTunes, Google Play or similar in the app store (“App Store”). Customer must notify Vegamoviez as soon as possible of any change in its billing address and must update its Account with any changes related to its payment method. BY COMPLETING REGISTRATION FOR A SUBSCRIPTION PLAN, CUSTOMER AUTHORIZES Vegamoviez OR ITS AGENT TO RECURRENTLY CHARGE OR CHARGE APPLICABLE, USING THE PAYMENT METHOD, ACCORDING TO THE APPLICABLE TIMING (FOR EXAMPLE, MONTHLY OR ANNUALLY). (THE “AUTHORIZATION”) FOR: (a) THE APPLICABLE SUBSCRIPTION PLAN CHARGES; (b) ANY AND ALL APPLICABLE TAXES; AND (c) ANY OTHER CHARGES INCURRED IN CONNECTION WITH CUSTOMER’S USE OF THE Vegamoviez SERVICES. This Authorization continues for the Subscription Term and any Renewal Term (as defined in Section 8.2.3, below) until canceled by Customer as set forth in Section 8.2 of these Terms. 7.2.4 Delay Expenses and Collection Expenses.  If Vegamoviez does not receive payment from the payment method selected by Customer, Customer agrees to pay all amounts and amounts due upon request by Vegamoviez. Any amount not paid, when due, will be subject to finance charges equal to 1.5% of the unpaid balance, for each month or the highest rate permitted by applicable law, whichever is lower. This amount will be determined and increased daily, from the due date, until the date on which the pending payment is covered. Customer will reimburse Vegamoviez for any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Vegamoviez in collecting or recovering any amounts not paid when due. Vegamoviez may accept payments of any amount, without prejudice to Vegamoviez’s right to recover the full balance of the amount owed or to pursue any other applicable right or remedy. Amounts owed to Vegamoviez may not be withheld or offset by Customer for any reason against amounts owed to Vegamoviez. 7.2.5 Invoices.  Vegamoviez will provide applicable billing information and instructions for use in a format it chooses in its sole discretion, which may change from time to time. Vegamoviez reserves the right to correct any errors or mistakes it identifies, even if an invoice has been issued or payment has been received. Customer agrees to notify us of any billing problems or discrepancies within thirty (30) days after they first appear on your invoice. If Customer fails to notify such problems or discrepancies within such thirty (30) days, Customer agrees to waive its right to dispute such errors or discrepancies. 7.2.6 Billing cycles.  Billing cycle end dates may change from time to time. When a billing cycle covers less than a full month or more, we may make reasonable or appropriate adjustments and/or prorations. Customer agrees that we may (at our discretion) accumulate charges incurred during a billing cycle and submit them as one or more aggregate charges during or at the end of a cycle, and that we may delay obtaining authorization or payment from the card issuer. of the Client or in the App Store until the presentation of the accumulated charges. 7.2.7 Benefit Programs.  You may receive or be eligible for certain pricing structures, discounts, features, promotions and other benefits (collectively, “Benefits”) through a commercial or governmental agreement with us (a “Commercial Terms”). Any and all such Benefits are provided solely as a result of the applicable Commercial Terms and such Benefits may be modified or terminated without notice. If you use the Vegamoviez Services, and a company or government entity pays your charges or is responsible for the charges, you authorize us to share your Account information with that entity and/or its authorized agents or representatives. If you are enrolled in a Subscription Plan or receive certain Benefits linked to the Terms of Business with us, but you are responsible for your own charges, you authorize us to share sufficient Account information to verify your continued eligibility for such Benefits and for the Subscription Plan. Subscription. 7.2.8 Fiscal Responsibility. All payments required by these Terms are set forth exclusive of any taxes, duties, levies, fines or similar governmental increases, including sales and use taxes, value-added taxes (“VAT”) and taxes on goods and services (“ISR”), excise, business, service and other similar transaction taxes imposed by any jurisdiction, as well as interest and penalties thereon, excluding taxes based on Vegamoviez’s net income ( collectively, “Taxes”). Customer will be responsible for and assume any taxes associated with the purchase, payment, access or use of the Vegamoviez Services. When the responsibility for reporting taxes falls to Vegamoviez, taxes will be added to the amount payable and must be paid to Vegamoviez at the same time as payment. Taxes will not be deducted from payments due to Vegamoviez, except as required by Law, in which case Customer will increase the amount payable as necessary, so that after making all required deductions and withholdings, Vegamoviez receives and retains ( free of any tax obligation) an amount equal to the amount that would have been received if such deductions or withholdings had not been made. The Customer confirms that Vegamoviez may use and rely on the name and address set out in its registration for a Subscription Plan, as the place of supply or as the tax address. Vegamoviez’s and Customer’s obligations under this Section 7.2.8 (Tax Liability) will survive any termination or expiration of the term of these Terms. 7.2.9 Billing of Third Party Intermediaries. If your Subscription Plan is based on third-party billing, your intermediary will automatically charge your App Store account for the monthly cost of your Subscription Plan and any applicable taxes. If you are not current with payments for your Subscription Plan, we reserve the right to cancel your account, suspend your access to your Subscription Plan, or convert your Subscription Plan to a non-subscription account. You are responsible for paying all amounts due from past months. 7.3 Free Trial and Special Offers for Vegamoviez Services. 7.3.1 If you register for a free trial, promotional offer or other type of limited offer to use the Vegamoviez Services (“Free Trial”), you may be presented with additional terms and conditions when registering for such Free Trial, and any such additional terms and conditions are incorporated into these Terms by reference and are legally binding. This Section 7.3 (Free Trial and Special Offers for Vegamoviez Services) applies and supersedes any conflicting provisions regarding access and use of a Free Trial. 7.3.2 Vegamoviez reserves the right to reduce the term of a trial period or terminate it completely without prior notice. 7.3.3 The version of the Vegamoviez Services that is available for a Free Trial may not include or allow access to all features or functionality. ANY DATA THAT A CUSTOMER ENTER THROUGH THE USE OF THE Vegamoviez SERVICES, AS WELL AS ANY SETTINGS MADE BY OR FOR A CUSTOMER, DURING THE FREE TRIAL, WILL BE PERMANENTLY LOST AT THE END OF THE TRIAL PERIOD UNLESS THE CUSTOMER: (a) PURCHASES A SUBSCRIPTION PLAN THAT IS EQUIVALENT OR GREATER THAN THOSE COVERED BY THE TRIAL; OR EXPORT SUCH DATA BEFORE THE END OF THE TRIAL PERIOD. 7.3.4 Without prejudice to any other provision of these Terms, including, without limitation, the warranties described in Section 9 (Warranties and Limitations) or any service-specific terms and conditions applicable to a particular Vegamoviez Service, including testing and the attachments accompanying such schedule (“Service Schedule”), during a Free Trial, the Vegamoviez Services are provided “AS IS” and “as available” without any warranty, except as set forth in these Terms, and Vegamoviez DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND Vegamoviez’S TOTAL CUMULATIVE LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF THE FREE CUSTOMER TRIAL, IS $100. 7.4 Data. 7.4.1 General Data. You are solely responsible for determining the suitability of the Vegamoviez Services for your business or organization and for complying with any regulations, laws or conventions applicable to the data you provide, and your use of the Vegamoviez Services and Site. . 7.4.2 Personal Data.  The Client warrants that its collection and use of any personal information or data provided during the use of the Site complies with all applicable data protection laws, rules and regulations. Customer and its Authorized Users acknowledge that Vegamoviez may process or otherwise process such personal data in accordance with www.vegamoviez.in.net 7.5 Client Guarantees. Customer represents and warrants to Vegamoviez that: (a) it has all necessary rights and authority to use the Vegamoviez Services under these Terms and to grant all applicable rights and authorizations as described in these Terms; (b) you are responsible for any and all use of the Vegamoviez Services associated with your Account; (c) you are solely responsible for maintaining the confidentiality of your Account names and password(s); (d) you agree to immediately notify Vegamoviez of any unauthorized use of Customer’s Account of which you become aware; (e) you agree that Vegamoviez will not be liable for any losses incurred as a result of any third party’s use of your Account, whether such use is with or without your knowledge and consent; (f) you will use the Vegamoviez Services only for lawful purposes and subject to these Terms; (g) any information you submit to Vegamoviez is true, accurate and correct; and (h) you will not attempt to gain unauthorized access to the Vegamoviez System or Services, other accounts, computer systems or networks under the control or responsibility of Vegamoviez through hacking, cracking, password mining or any other unauthorized means. . 7.6 Confidentiality. 7.6.1 Confidential Information. “Confidential Information” means (a) for Vegamoviez, the Vegamoviez Services and Documentation, (b) for Customer, Customer Data; (c) any other information of a party that is disclosed in writing or verbally and that is designated as confidential or proprietary at the time such information was disclosed (and, in the case of oral disclosures, summarized in writing within thirty (30) days following the initial disclosure and delivered to the Recipient), or that due to the nature of the information, the Recipient should clearly understand that such information disclosed by the party is confidential information of said party; and (d) the specific terms and conditions of these Terms, and any modifications and annexes thereto, between the parties. Confidential Information shall not include any information that: (i) has been or becomes public knowledge, through no fault of the recipient or as a result of a breach of these Terms; (ii) was rightfully in the Recipient’s possession at the time of such disclosure, without any restriction on use or disclosure; (iii) was independently developed by the Recipient without the use of the Confidential Information of the disclosing party; or (iv) was legitimately obtained by the Recipient through a third party that was under no obligation of confidentiality and without restrictions on use or disclosure. 7.6.2 Restricted Use and Non-Disclosure.  During and after the Subscription Period, the party receiving the Confidential Information (“Recipient”) shall: use the other party’s Confidential Information only for the purposes for which such information was provided; (b) not disclose such Confidential Information to any third party, except as necessary, to its attorneys, auditors, consultants and service providers, who are under confidentiality obligations at least as restrictive as those contained herein; and (c) protect such Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that you protect your own Confidential Information or of a similar nature. 7.6.3 Required Disclosure.  If Vegamoviez is required by law to disclose Confidential Information, Vegamoviez will provide written notice to Customer prior to making the disclosure, unless such notice is prohibited by any legal or administrative provision or procedure, and Vegamoviez will assist Customer in obtaining, when available, an order protecting Confidential Information from public disclosure. 7.6.4 Ownership.  Notwithstanding any other provision of these Terms, Vegamoviez acknowledges that, as between the parties, all Confidential Information it receives from Customer, including all copies owned or controlled by Recipient, by any means, is the exclusive property of Customer. Nothing in these Terms gives Vegamoviez any right, title or interest in or to Customer Confidential Information. Vegamoviez’s incorporation of the disclosing party’s Confidential Information into any of its own materials will not cause the Confidential Information to be considered non-confidential. 8. TERM AND TERMINATION 8.1 Termination: Site Visitors. A Site Visitor may terminate his or her use of the Site at any time by discontinuing use of the Site. Vegamoviez may terminate use of the Site, to whomever it determines, and deny access to the Site in its sole discretion, for any reason or even no reason, including violation of these Terms. 8.2 Term and Termination – Clients. 8.2.1 Suspension of Access to Vegamoviez Services. Vegamoviez may suspend use of any of the services, remove any content, or disable or terminate any Account or Authorized User that Vegamoviez reasonably and in good faith believes has violated these Terms. Vegamoviez will use commercially reasonable efforts to notify such User prior to any suspension or disabling, unless Vegamoviez believes that: (a) you are prohibited from doing so based on applicable law or under any legal process, such as process a administrative, governmental or judicial, orders, mandates or similar; (b) delay of such notification is necessary to avoid imminent damage to the Vegamoviez Services or third parties. In circumstances where notification has been delayed, Vegamoviez will provide such notification when, and only when, such restrictions set forth in the preceding paragraph are no longer applicable. 8.2.2 Term.  The term of these Terms (the “Term”) with respect to the Vegamoviez Services begins on the date Customer accepts them and continues until Customer’s Subscription Plan expires or Customer ceases use of the Vegamoviez Services. Vegamoviez (including as a result of termination, in accordance with this Section 8.2), whichever is later. 8.2.3 Subscription Term and Automatic Renewals.  Vegamoviez Subscription Plans automatically renew unless otherwise noted. If you purchase or subscribe to a Subscription Plan, you agree to pay the then-current rate associated with the Subscription Plan and you further agree and acknowledge that the Subscription Plan will automatically renew, unless, before the end of the period current term of the Subscription Plan (“Subscription Term”): (a) you cancel your Account; (b) you configure your Account by logging into the Vegamoviez Services or by contacting us here: ( https://support.vegamoviez.in.net/ ) so that it does not automatically renew; (c) Vegamoviez refuses or decides not to renew its Subscription Plan; or (d) these Terms are properly terminated, as expressly permitted herein. The Subscription Plan will automatically renew monthly or annually, depending on the method you choose (“Renewal Term”). Promotional codes can only be used for your first Subscription Term. If you purchased your Subscription Plan with a promotional code, each time your Subscription Plan renews, you will be charged the full annual amount. If your Subscription Plan is terminated for any reason, at any time, and you purchase another Subscription Plan, you will not be eligible to use a promotional code. We reserve the right to modify, terminate or correct the rates and features associated with your Subscription Plan. We may also recommend that you purchase a new Subscription Plan that is comparable to your previous Subscription Plan that is ending. Before we change the current fees and charges or before we add new fees and charges, we will give you at least thirty (30) days’ notice. If we provide you with at least thirty (30) days prior notice, your continued use of the Vegamoviez Services after the changes have been made will constitute acceptance of those changes. If you do not wish to continue your subscription with the new rates or features, you may terminate your Subscription Plan as specified in Section 8.2.4. If you accept the new Subscription Plan, its terms and conditions with these Terms will apply in the Renewal Term and thereafter. 8.2.4 Termination by Customer.  You may terminate your Account, at any time, upon ten (10) days written notice to Vegamoviez. If you wish to terminate, you must notify us by contacting us here: ( https://support.vegamoviez.in.net/). If you purchased your Subscription Plan through an external service, such as the App Store, you must use the tools made available by such services to manage and/or terminate your Subscription Plan. Notwithstanding the provisions of Section 7.2.2, if a Customer cancels its annual Subscription Plan within the first thirty (30) days of the initial Subscription Term, it may submit a written request to Vegamoviez for a refund of the fees paid to Vegamoviez for the initial Subscription Term, Vegamoviez will consider such request, in good faith, without obligation. Vegamoviez will not be obligated to consider refund requests related to the termination of a Subscription Plan, if such termination does not occur within the first thirty (30) days after contracting the initial Subscription Term; or if there has been any violation of these Terms; or if our records indicate that there has been substantial productive use during that period. 8.2.5 Default; Termination by Vegamoviez.  A Customer will be in breach of these Terms if: (a) fails to timely pay any amounts owed to us or an Affiliate of ours; (b) he or an Authorized User associated with his Account breaches any provision of these Terms or violates any posted policy applicable to the Vegamoviez Services; (c) is or becomes subject to any proceedings under the Bankruptcy Code or similar laws; or (d) if, in our sole discretion, we believe that Customer’s (or its Users or Authorized Users) continued use of the Vegamoviez Services creates a legal risk for Vegamoviez or poses a threat to the security of the Vegamoviez Services. Vegamoviez or Vegamoviez Clients. If a Customer is in default, we may, without notice: (i) suspend your Account and use of the Vegamoviez Services; (ii) terminate your Account; (iii) charge reactivation fees to reactivate your Account; and (iv) pursue any other remedy available to us. A Vegamoviez “Affiliate” means any legal entity that is owned by Vegamoviez, Inc., or that Vegamoviez, Inc. owns or is under common control with Vegamoviez, Inc. An “Affiliate” Customer means any legal entity that Customer possesses, or that it is owned by the Client or that is under the control of the Client. “Control” and “ownership” means that you own more than a 50% ownership interest in an entity or that you have the right to direct the management of the entity. 8.2.6 Effect of Termination.  If these Terms expire or terminate for any reason: (a) Customer will pay Vegamoviez any amounts accrued as of the date of such termination, and not yet paid, as of the date of termination or expiration, including billing cycle in which termination occurs; (b) any and all of Customer’s liabilities to Vegamoviez, which accrued prior to the termination date or termination date, shall survive; (c) the licenses and rights of use granted to Customer, with respect to the Vegamoviez Site and Services, as well as with respect to intellectual property will terminate immediately; (d) Vegamoviez’s obligation to provide any other services to Customer under these Terms will terminate immediately, except for any services expressly provided after the expiration or termination of these Terms; and (e) the provisions of Section 3 (Use and Access Rights), Section 4 (Ownership), Section 5.3 (Site Use Restrictions), Section 5.4 (Compliance with Terms), Section 6 (Privacy), Section 7.2. 2 (No Refunds), Section 7.2.7 (Benefit Programs), Section 7.2.8 (Tax Liability), Section 7.3 (Free Trial and Special Offers for Vegamoviez Services), Section 7.4 (Data), Section 7.6 (Confidentiality) , Section 8.2.6 (Effect of Termination), Section 9 (Warranties and Disclaimers), Section 10 (Indemnification Obligations), Section 11 (Limitations of Liability) and Section 12 (General) will survive, as well as the provisions designated to survive under the Schedules of Service, as well as other attachments and annexes to these Terms. 9. WARRANTIES AND LIMITATIONS OF LIABILITY 9.1 THE Vegamoviez SERVICES, DOCUMENTATION AND THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOUR USE OF THE Vegamoviez SERVICES, DOCUMENTATION AND SITE IS AT YOUR OWN RISK. Vegamoviez AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, AGENTS, AFFILIATES, SUBSIDIARIES AND LICENSORS (“Vegamoviez PARTIES”): (a) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED (WHETHER IN FACT OR LAW), OR LEGAL, REGARDING ANY MATTER; (b) EXPRESSLY EXCLUDE ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY AND OWNERSHIP; AND (c) DO NOT WARRANT THAT THE SERVICES, THE DOCUMENTATION, OR THE Vegamoviez SITE ARE OR WILL BE ERROR-FREE, WILL MEET ALL REQUIREMENTS, OR WILL BE TIMELY OR SECURE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES RESULTING FROM YOUR USE OF THE SERVICES, DOCUMENTATION, OR THE Vegamoviez SITE. 9.2  THE Vegamoviez PARTIES MAKE NO WARRANTY OR REPRESENTATION THAT THE Vegamoviez SERVICES, DOCUMENTATION AND THE Vegamoviez SITE HAVE BEEN PROVIDED WITH DUE SKILL, CARE AND DILIGENCE OR AS TO THE ACCURACY OR COMPLETENESS OF THE Vegamoviez SERVICES, DOCUMENTATION AND THE CONTENT OF THE SITE; AND ASSUMES NO RESPONSIBILITY FOR ANY: (i) ERRORS OR INACCURACIES IN THE CONTENT; (ii) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE, RESULTING FROM YOUR ACCESS TO AND USE OF THE Vegamoviez SERVICES, DOCUMENTATION AND SITE; (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (iv) ANY INTERRUPTION OR SUSPENSION OF TRANSMISSION TO OR FROM THE SITE; (v) ANY BUGS, VIRUSES, TROJANS OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THE SITE, THROUGH THE PARTICIPATION OF THIRD PARTIES; (vi) ANY LOSS OF YOUR DATA OR SITE CONTENT; AND/OR (vii) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR ANY LOSS OR DAMAGE OF ANY KIND, INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE Vegamoviez SERVICES , THE DOCUMENTATION, AND THE SITE. YOU SHALL NOT HAVE THE RIGHT TO MAKE OR DISCLAIM ANY REPRESENTATION OR WARRANTY ON BEHALF OF Vegamoviez TO ANY THIRD PARTY. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN THAT CASE, SUCH WARRANTIES ARE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND TO THE MINIMUM PERIOD, PERMITTED BY LAW, FOR THE PERIOD OF THE APPLICABLE MANDATORY WARRANTY. 9.3  THE DOCUMENT PARTIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, AND THE DOCUMENT PARTIES WILL NOT BE A PARTY TO, OR IN ANY WAY RESPONSIBLE FOR, MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHERS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE. 9.4  If you are a California resident, you waive California Civil Code Section 1542, which states: “A general disclosure does not extend to claims that the creditor does not know or suspect to exist in his or her favor at the time of execution. the release, which if you know it must have materially affected your agreement with the debtor.” This publication includes the criminal acts of others. 9.5  You may choose to receive authentication, notification and/or electronic document delivery messages via text message (“SMS Messages”) to the mobile number you provide when using the Vegamoviez Services. You represent that you are the subscriber of the mobile service corresponding to the mobile number provided, or that you otherwise have the subscriber’s authorization to receive SMS Messages at such mobile number when using the Vegamoviez Services. By choosing to receive and send SMS Messages, you acknowledge that message and data rates may apply as set forth in your contract with your mobile communications service provider (“Mobile Service Provider”). Furthermore, you understand and acknowledge that your Mobile Service Provider’s network services are outside the control of Vegamoviez and that we assume no responsibility or liability for any problems arising therefrom. Vegamoviez will have no liability for the following: a) failure to deliver any content via an SMS Message; b) any delay with respect to the transmission of the SMS Messages; or (c) any service changes or other changes that are implemented by your Mobile Service Provider that affect the receipt or sending of SMS Messages when using the Vegamoviez Services. 9.6.  Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages, such as in this Section 9 or below in Section 11. Accordingly, some of these limitations may not apply to you. case. If you are a resident of New Jersey or a resident of another state that allows the exclusion of these warranties and liabilities, then the limitations in Section 9 and Section 11 apply specifically to you. 10. INDEMNIFICATION OBLIGATIONS 10.1  You will defend, indemnify and hold us, our Affiliates, officers, directors, employees, suppliers, consultants and agents harmless from any third party claims, liability, damages (including, but not limited to, attorneys’ fees). , when these arise from or are related to, as applicable: (a) your access to and use of the Site; (b) your violation of these Terms by you or your Account Administrator(s) or Authorized Users, as applicable; (c) infringements, by you, of any intellectual property or other right of any person or entity; (d) the nature and content of all Customer Data that is processed or processed by the Vegamoviez Services; or (e) any products or services purchased or obtained by you in connection with the Site. 10.2  Vegamoviez maintains the exclusive right to resolve, compromise, and pay, without your prior consent, each and every claim or cause of action attributed to us. We reserve the right to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnification obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. 11. LIMITATION OF LIABILITY 11.1 Limitation of Liability for Consequential Damages. 11.1.1   NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, Vegamoviez SHALL NOT BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, COVERED, PUNITIVE OR LIMITED DAMAGES, WITH RESPECT TO THE PAYMENT OF DAMAGES, CONSEQUENTIAL OR RELATED WITH THE TRANSACTIONS CONTEMPLATED UNDER THESE TERMS, INCLUDING, BUT NOT LIMITED TO, GOOD FAME, LOSS OF JOB, LOSS OF PROFITS OR LOSS OF BUSINESS, EVEN IF THE PROBABILITY OF SUCH LOSSES COULD BE FORESEEN, AND WHETHER SUCH CLAIMS ARE ASSERTED BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. 11.1.2   TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE Vegamoviez PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY: (a) USE OF THE SITE, DOCUMENTATION, OR Vegamoviez SERVICES; (b) ERRORS, MISTAKES OR INACCURACIES IN THE CONTENT; (c) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE, RESULTING FROM YOUR ACCESS TO AND USE OF THE Vegamoviez SITE, DOCUMENTATION OR SERVICES; (d) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (e) ANY INTERRUPTION OR SUSPENSION OF TRANSMISSION TO OR FROM OUR SERVERS; (f) ANY BUGS, VIRUSES, TROJANS, OR THE LIKE, WHICH MAY BE TRANSMITTED BY OR FROM THE SITE, DOCUMENTATION OR Vegamoviez SERVICES THROUGH THE INVOLVEMENT OF A THIRD PARTY; (g) ANY LOSS OF YOUR DATA OR CONTENT FROM THE SITE, DOCUMENTATION OR Vegamoviez SERVICES; (h) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE SITE, DOCUMENTATION OR Vegamoviez SERVICES , WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER THE Vegamoviez PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND/OR (i) THE DISCLOSURE OF INFORMATION IN ACCORDANCE WITH THESE TERMS OR OUR PRIVACY NOTICE. 11.1.3   Some countries and jurisdictions do not allow the limitation or exclusion of consequential, direct, indirect or other damages in contracts with consumers and, to the extent you are a consumer, the limitations or exclusions in this Section 11.1 may not apply in your case. 11.2 Cap on Damages.  OUR ENTIRE LIABILITY TO YOU FOR ANY CAUSE ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SITE (INCLUDING WITHOUT LIMITATION WARRANTY CLAIMS), REGARDLESS OF FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO Vegamoviez FOR THE Vegamoviez SERVICES GIVING RISE TO THE CLAIM, IN ACCORDANCE WITH THESE TERMS, DURING THE TWELVE (12) ) MONTHS PRIOR TO THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY OR $100, WHICHEVER IS GREATER. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT EXPAND THIS LIMIT. 11.3 Independent Risk Allocations.  Each provision of these Terms sets forth a limitation of liability, disclaimer of warranties, or exclusion of damages that represents an agreed allocation between the parties of the risks of these Terms. This assignment is an essential element of the bases of the negotiation between the parties. Each of these provisions is severable and independent of all other provisions of these Terms, and each of these provisions will apply even if the warranties in these Terms have failed of their essential purpose. 11.4 Jurisdictional Limitations 11.4.1 Because some states and jurisdictions do not allow the limitation of liabilities in certain cases, parts of the above limitation may not apply in certain cases. In that case, such exclusions and limitations will apply to the maximum extent permitted by applicable law (and our liability will be limited or excluded as permitted by applicable law). If you are a New Jersey resident, the limitations in Section 11 apply specifically to you. 11.4.2 Vegamoviez’s liability to you if you are domiciled in Germany is limited, as described in Section 12.9 below. 12. GENERAL 12.1 Third Party Content.  We may provide, or third parties may provide, links to third party websites, services or resources that are beyond our control. We make no representations as to the quality, suitability, functionality or legality of any third party content to which links have been provided, and you waive any claim you may have against us with respect to such services. Vegamoviez IS NOT RESPONSIBLE FOR CONTENT ON THE INTERNET OR FOR WEB PAGES FOUND OFF THE SITE OR FOR POSTINGS OF CONTENT CREATED BY USERS. Your correspondence or business dealings with, or participation in promotions of, advertisers or partners found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser or partner. You agree that we are not responsible or liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such advertisers or links to third-party websites or resources on the Site. 12.2 Relationship.  At all times, you and Vegamoviez are independent contractors, and are not each other’s agents or representatives. These terms are not intended to create a joint business, partnership or franchise relationship between the parties. Non-parties have no benefit from and cannot enforce these Terms. There are no third party beneficiaries of these Terms. You must not represent to anyone that you are an agent of Vegamoviez or that you are authorized to bind or compromise Vegamoviez in any way without the prior written authorization of Vegamoviez. 12.3 Export Control Laws.  You acknowledge that the Site, the Documentation and/or the Vegamoviez Services and any products, information, documentation, Software, technology, technical data and any derivatives thereof, that Vegamoviez makes available (collectively, “Excluded Data”), is subject to the laws of the United States (including, but not limited to, the United States Export Administration Act and sanctions regulations administered by the United States Department of the Treasury’s Foreign Assets Control Act (” OFAC”) and other jurisdictions regarding export control and regulations (collectively, “Export Laws”), which may prohibit or restrict access by certain persons or from certain countries or territories, currently including, but not limited to, without limitation, Cuba, the Crimea region of Ukraine and Sudan, Iran, North Korea and Syria (“Trade Restrictions”). You represent and warrant that you are not (i) located in an embargoed country or territory, (ii) under the control of an entity incorporated in or a resident of an embargoed country or territory, or (iii) ) you are not a user prohibited by the Export Laws (including, but not limited to, any end user in a country or territory embargoed by the United States or an end user who has been included in the list of OFAC Specially Designated Nationals or the United States Department of Commerce Entity List or Denied Persons List; the United States Department of Commerce Entity List or the list of persons to whom have been denied access, found at https://www.export.gov/article?id=Consolidated-Screening-List ; or (iv) subject to final destination export control regulations, such as, among others, the United States Export Administration Regulations and the European Union Dual Use Regulations of the United States Government EC 428/2009. You are solely responsible for compliance with Export Laws for all Excluded Data and any of its content transmitted through the Site. 12.4 Transmissibility.  You may not transfer or assign your rights or obligations under these Terms without the prior written consent of Vegamoviez. If consent is granted, these Terms will bind your successors and assigns. Any attempt by you to transfer your rights, obligations or obligations under these Terms, except as expressly provided in these Terms, will be void. Vegamoviez may freely transfer, under these Terms, its rights, duties and obligations. 12.5 Notices.  Except as permitted by these Terms, any notice required or permitted in connection with the Vegamoviez Services will be effective only if in writing and sent using: (a) Vegamoviez Services; (b) by certified or registered mail; or (c) the insured courier service, to the applicable party at the address indicated in Customer’s registration information or on the Vegamoviez Site, in the case of Vegamoviez, with a copy to legal@vegamoviez.in.net . Customer or Vegamoviez may change its address for receiving notices by notifying the other party in accordance with this Section 12. Notices are deemed given upon receipt, if delivered using the Vegamoviez Services, two (2) business days after the mailing date or one (1) business day after delivery to a courier service. 12.6 Force Majeure.  Except for any payment obligation, neither you nor Vegamoviez will be liable for any failure to perform any obligation under these Terms to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil unrest, government entity action, strike and other causes beyond the reasonable control of the affected party). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume operation as soon as possible. Obligations not performed due to a force majeure event will be performed as soon as reasonably practicable when such force majeure event concludes. 12.7 Mandatory Arbitration, Class Action Waiver Applicable to Customers. PLEASE READ THIS SECTION CAREFULLY, AS THIS SECTION AFFECTS YOUR RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. 12.7.1 You agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section, 12.7, is intended to be interpreted broadly and governs any and all disputes between us, including, without limitation, claims arising out of or relating to any aspect of the relationship between us, whether in contract, tort, statute , fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior Terms; and claims that may arise after termination of these Terms. The only disputes excluded from this broad prohibition are litigation over certain intellectual property as detailed below. 12.7.2 Initial Dispute Resolution. Most disputes can be resolved without resorting to arbitration. If you have any dispute with us, you agree that before taking any formal action, you must contact us at legal@vegamoviez.in.net and provide a brief written description of the dispute and its nature. contact information (including your username, if your dispute relates to an Account). Except in cases of intellectual property, you and Vegamoviez agree to use their reasonable efforts to resolve any dispute, claim, question or disagreement directly through consultation with Vegamoviez and good faith negotiations will be a condition of either party initiating a lawsuit. or arbitration. 12.7.3 Binding Arbitration. If the parties do not reach a mutually agreed upon solution within thirty (30) days from the time informal dispute resolution is initiated, pursuant to the Initial Dispute Resolution provision, either party may initiate binding arbitration as the sole means of resolving claims, (except as noted below) subject to these Terms set forth below. Specifically, all claims arising out of or relating to these Terms, the parties’ relationship with each other, and/or your use of the Vegamoviez Services will be finally resolved by binding arbitration administered by the “JAMS” Simplification Provisions in accordance with the rules of Arbitration Procedure, for claims not exceeding $250,000 and the “JAMS” Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or allow collective actions. 12.7.4 Powers of the Referee. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to. any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration, or the issue of waiver for contentious conduct. The arbitrator shall be empowered to award any relief available in a court at law or in equity. The arbitrator’s award shall be issued in writing and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. 12.7.5 File a Claim. In order to begin arbitration, you must do the following: (a) Make a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (a copy of the Demand for Arbitration can be found at www.jamsadr.com ); (b) Send three copies of the Demand for Arbitration, plus the applicable filing fee, to the address, JAMS, Two Embarcadero Center, Suite 1500, San Francisco California 94111; and (c) Send a copy of the Demand for Arbitration to: legal@vegamoviez.in.net. 12.7.6 Fees and Costs. If the total of your claim(s) is less than $5,000.00, then: (a) you may elect whether your participation in the arbitration will be conducted, based on the documents submitted to the arbitrator, through a telephone hearing or through an in-person hearing; (b) Vegamoviez will refund your filing fees up to a maximum of $1,500.00, unless the arbitrator determines your claims are unsustainable or frivolous; and (c) Vegamoviez will not seek to recover your attorneys’ fees and costs unless the arbitrator determines that your claims are unsustainable or frivolous. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. 12.7.7 Without trial, before a Jury. The parties understand that, absent this mandatory arbitration section, they would have the right to sue in court and have a jury trial. They further understand that, in some cases, the costs of arbitration may exceed the costs of litigation and the right of discovery may be more limited in arbitration than in court. 12.7.8 Location. The arbitration shall be commenced and conducted in San Francisco, California, United States, and you and Vegamoviez agree to submit to the personal jurisdiction of any federal or state court in San Francisco, California that compels arbitration, stays proceedings pending arbitration , or to confirm, modify, vacate or render judgment on the award rendered by the arbitrator. 12.7.9 Waiver of Collective Action. The parties further agree that the arbitration will be conducted in the party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief based on to that class. YOU AND Vegamoviez AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER OR AS A PARTY TO ANY SIMILAR PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable, for any reason, or that, if it can proceed on a class action basis, then the arbitration provisions set forth above will be deemed null and void in their entirety and the parties will be deemed not to have agreed to such arbitration. 12.7.10 Exception: Intellectual Property Procedures. Without prejudice to the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising out of or related to the theft, piracy, or unauthorized use of intellectual property in any state or federal court having jurisdiction or in the US Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights”, means patents, copyrights, moral rights, trademarks and trade secrets, but not rights of privacy or publicity). 12.7.11 Survival. This Mandatory Arbitration, Class Action Waiver section will survive any termination of your use of the Site. 12.8 Full Terms.  These Terms, including the language and paragraphs preceding Section 1, are the final, complete and exclusive expression of the agreement between you and Vegamoviez with respect to the Vegamoviez Services provided under these Terms. These Terms supersede, and the parties waive reliance on, prior oral and written communications (including confidentiality agreements pertaining to the Vegamoviez Services under these Terms) with respect to the subject matter hereof and apply to the exclusion of any other terms. that purports to impose or incorporate, or that are implied by trade, custom, practice or course of dealing. Vegamoviez hereby rejects any additional or conflicting terms appearing on a purchase order or any other ordering materials submitted by Customer and the conditions are based solely on these Terms and conditions of these Terms, as offered by Vegamoviez . Except as explicitly permitted in these Terms, no modification or amendment to these Terms will be effective unless made in writing and signed by an authorized agent of the party against whom the modification or amendment is asserted. In the event of inconsistency or conflict, the order of precedence in descending order of control is as follows: (a) the Subscription Plan; (b) any attachment or addendum(s) to the Service Schedule(s); (c) the service schedule; and (d) these Terms. 12.9 Clause for Customers domiciled in Germany. The provisions of this Section 12.9 apply only to Customers domiciled in Germany upon acceptance of these Terms. 12.9.1 Vegamoviez shall be fully liable for intentional and gross negligence, as well as for damages resulting from damage to life, body or health caused by Vegamoviez. In case of liability for slight negligence, Vegamoviez will only be liable for the breach of a material obligation (“Cardinal Duty”) and any liability will be limited to typical and foreseeable damages and will not include liability for lack of economic results, loss of profits or indirect damages. A Cardinal Duty within the meaning of this Section 12.9.1 is an obligation the performance of which is essential to the performance of these Terms and on the performance of which the contracting party may rely. 12.9.2 If you are a consumer, nothing in these Terms affects any rights you may have under any mandatory German law and these Terms must be interpreted, studied and applied in accordance with mandatory consumer protection laws. in Germany. Notwithstanding the provisions of section 12.7 above and section 12.10 below, if you are a consumer, you may bring a claim to enforce your rights under these terms in courts having jurisdiction in Germany. 12.10 Applicable Law and Headquarters.  These Terms shall be construed, construed and applied in all respects in accordance with the local laws of the State of California, USA without reference to its choice of law rules to the contrary. For purposes of determining applicable law, you and Vegamoviez agree that Vegamoviez is the author of these Terms. Notwithstanding Customer’s and Vegamoviez’s agreement to binding arbitration, either party may seek interim or preliminary injunctive relief from a court of competent jurisdiction in San Francisco, CA, as necessary to protect the party’s rights or property while arbitration is completed. Customer and Vegamoviez submit to the exclusive jurisdiction of any federal or state court of competent jurisdiction located in San Francisco, California, USA. 12.11 Language and Translations.  Vegamoviez may provide translations of these Terms or other terms or policies. Translations are provided for informational purposes and in the event of an inconsistency or conflict between a translation and the English version, the English version shall prevail. 12.12 Exemption.  The waiver by you or Vegamoviez of any breach or any provision of these Terms does not waive any further breach. The failure of either party to these Terms to insist on strict performance of any covenant or obligation under these Terms will not be a waiver of such party’s right to require strict performance in the future, nor will it be construed as a novation of these terms. 12.13 Divisibility.  If any part of these Terms is determined to be unlawful, unenforceable or invalid, the remaining portions of these Terms will remain in full force and effect. If any material limitation or restriction on the grant of a license to you under these Terms is determined to be unlawful, unenforceable or invalid, the license will terminate immediately. 12.14 How to Contact Us. If you have any questions regarding the Site or the Terms, pricing, complaints or other issues, please contact Vegamoviez at 221 Main Street, Suite 1000, San Francisco, CA, 94105, United States, or by calling US (800)-379-9973. California users additionally have the right to direct communication, based on consumer rights. The Complaint Assistance Unit of the Division of Consumer Services, California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254. or (800) 952-5210. California users also have the right to the following direct consumer rights communication. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs can be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445 -1254 or (800) 952-5210. SERVICES PROGRAM for Vegamoviez SIGNING This service schedule was last updated on September 27, 2019. Unless otherwise defined in this Schedule of Services, capitalized terms will have the meaning given to them in the Terms. 1. DEFINITIONS “Vegamoviez Signature” means the Vegamoviez on-demand electronic signature Service, which provides online viewing, certificate delivery, acknowledgment of receipt, electronic signature and storage services for Electronic Documents over the Internet. “Envelope” means an electronic record containing one or more Electronic Documents consisting of a single page or a group of pages of data uploaded to the system. “Signer” means a person designated by an Authorized User to access and/or take action on electronic documents sent to such person through Vegamoviez Signature . “System” means the software systems and programs, communication and network facilities, and hardware and equipment used by Vegamoviez or its agents to make the Vegamoviez Firm service available via the Internet. “Transaction Data” means the metadata associated with an Envelope (such as transaction history, image hash value, Envelope disposal method and time, sender and recipient names, email addresses, and signature IDs). and that Vegamoviez may use to generate and maintain the digital audit required by the Vegamoviez Firm. 2. ADDITIONAL LIMITATIONS ON USE AND CUSTOMER RESPONSIBILITIES 2.1 Vegamoviez’s authorization of the Vegamoviez Firm is conditioned on Customer acknowledging and agreeing to the following: 2.1.1  Vegamoviez Signature facilitates the signing or formalization of Electronic Documents between the parties to those Electronic Documents. Nothing in this Services Addendum shall be construed to make Vegamoviez a party to any Electronic Document that is processed through the Vegamoviez Firm, and therefore, Vegamoviez makes no representation or warranty with respect to the transactions they intend to carry out through any Electronic Document; 2.1.2  As between Vegamoviez and Customer, Customer alone has control and responsibility over the content, quality and format of any Electronic Document. Without limiting the foregoing, all electronic documents, together with messages enclosed in an envelope, stored by Vegamoviez in the System are maintained in encrypted form, and Vegamoviez has no control or access to any of their contents except to the extent Customer requests access in writing and makes it available to Vegamoviez; 2.1.3  Certain types of contracts and documents may be exempt from the application of electronic signature laws (for example, wills and contracts related to family law), or may be subject to specific regulations that are promulgated by different government authorities, regarding the use of electronic signatures and electronic records. Vegamoviez is not responsible and shall not be liable for determining whether a particular Electronic Document is (i) subject to an exception to applicable electronic signature laws; (ii) subject to promulgations by particular authorities; or (iii) whether it can be legally formed or created through the use of electronic signatures; 2.1.4  Vegamoviez is not responsible for determining how long contracts, documents and other records are required to be retained or stored under any applicable law, regulation or legal or administrative authority process. Furthermore, Vegamoviez is not responsible and shall not be liable for the generation of any Electronic Documents or other documents of the Client to third parties; 2.1.5  Certain consumer protection or similar laws or regulations may impose special requirements with respect to electronic transactions involving one or more “consumers”, such as (but not limited to) requirements for the consumer to accept the contracting method and /or that the consumer is provided with a copy, or access to a copy, of a document or other written record of the transaction that is not electronic. Vegamoviez is not, and will not be responsible for: (i) determining whether a particular transaction involves a “consumer”; (ii) provide or obtain such consents or determine whether such consents have been withdrawn; (iii) provide information or disclosures in connection with any attempt to obtain such consents; (iv) provide legal review to update or correct any information or disclosures currently or previously given; (v) provide such copies or access, except as expressly provided in the Documentation for all transactions, consumer or otherwise; or (vi) comply with such special requirements; 2.1.6  Customer agrees to determine whether a “consumer” is involved in any electronic document submitted by its Authorized Users for processing and, if so, to comply with all requirements imposed by law regarding such Electronic Documents or to their training. 2.1.7  Customer agrees that its assigned Account Administrator(s) have the authority to provide Vegamoviez and accept from Vegamoviez any required acknowledgments, authorizations, requests, or consents on behalf of the Customer. Client regarding the Client Account; and 2.1.8  Customer agrees that it is solely responsible for the accuracy and appropriateness of the instructions provided by it and its personnel to Vegamoviez in connection with the Services, including without limitation, instructions, through its Account, such as those made by the assigned Account Manager. 2.1.9  Customer may choose to use a digital certificate, service or process that authenticates the identity of a signatory or the authenticity of a document as part of a Vegamoviez Signature. If such digital certificate, service or process is provided by someone other than Vegamoviez, even if the digital certificate, service or process is selected from a menu in the Vegamoviez Services, Customer agrees to be solely responsible for determining the reliability, validity and legality of such third party certificate, service or digital process, and you agree that Vegamoviez has no responsibility to determine whether such certificate, service or digital process is reliable, valid or legal. 2.2 Subscription Plans purchased from vegamoviez.in.net cannot be used in conjunction with Vegamoviez APIs and are available for use with a limited number of integrations. 3. STORAGE AND DISPOSAL OF ELECTRONIC DOCUMENTS 3.1 Shipping and Storage.  During the Term, Vegamoviez will send and store Electronic Documents as described in these Subscription Plan Terms. However, Vegamoviez may establish and enforce limits on reasonable use to prevent abusive or unduly burdensome use of the Vegamoviez Signature. Customer, through its Account Administrator(s), may retrieve and store copies of the Electronic Documents for storage outside the System at any time during the Subscription Period, provided Customer is in good standing. financial condition under these Terms, and may remove or purge Electronic Documents from the System at its own discretion. 3.2 Incomplete Electronic Documents.  Vegamoviez may, in its sole discretion, delete from the System, immediately and without prior notice, those Electronic Documents that are incomplete when: (a) the Envelope expires (when the Client has established an expiration for said Envelope, which will not exceed 365 days); or (b) upon expiration of the Subscription Term. Vegamoviez assumes no liability or responsibility for any party’s failure or inability to electronically sign Electronic Documents within a certain period of time. 3.3 Elimination.  Vegamoviez may delete an Account and Customer Data, including, but not limited to, Electronic Documents (whether complete or not), upon expiration of the Subscription Term or upon termination as described in Section 8.2 of the Terms. 3.4 Retention of Transaction Data.  Vegamoviez may retain Transaction Data indefinitely as long as it has a business justification to do so. 4. SECURITY OF INFORMATION AND PERSONAL DATA 4.1 Client Responsibilities. Vegamoviez Firm provides Client with certain features and functionality that Client may elect to use, including the ability to retrieve and delete Electronic Documents in the System. Customer is responsible for: (a) setting up Vegamoviez Signature; (b) use, comply with and enforce any controls available in connection with Vegamoviez Signature (including security controls); and (c) take such steps, consistent with Vegamoviez Signature functionality, as Customer deems appropriate to maintain the security, protection, deletion and appropriate backup of Customer Data, including monitoring and management. of the accesses and credentials of the Authorized Users for the Vegamoviez Signature, the control of the Client Data that is processed by the Vegamoviez Signature and the control of the filing or deletion of Electronic Documents in the System. Client acknowledges that Vegamoviez has no obligation to protect Client Data, including Personal Data (defined below), that Client elects to store or transfer outside of Vegamoviez Firm (e.g., offline storage). or within the facilities or platform). 4.2 Information Security. Vegamoviez will employ commercially reasonable technical and organizational measures designed to prevent unlawful or unauthorized access, use, alteration or disclosure of Customer Data. 4.3 Data Processing and Transfer. The Vegamoviez Signature Data Protection found at:(” DPA “) applies to the processing of Personal Data (as defined in Section 1 of the DPA). 5. ACCOUNTS AND ORGANIZATIONAL ADMINISTRATION 5.1 Each Account is associated with a single email address. If the primary email address domain associated with an Account is owned by a company or other organization (“Entity”) and has been assigned to Customer as an employee, contractor, or member of the Entity, such as yourname@ youremployer .com or yourname@nonprofit.org (“Entity Email Address”), Customer grants Entity and its Account Administrator(s) permission to: (a) identify Accounts created with an Address Email of the Entity; and (b) restrict or terminate access to an Account created with an Entity Email Address. Customer acknowledges and agrees that Vegamoviez may assist Entity with such administration. 6. SUBSCRIPTION PLANS AND PRICES 6.1 Vegamoviez Signature pricing, features and options depend on the Subscription Plan selected by Customer, as well as any changes instigated by Customer. For example: (a) if Customer adds Authorized Users, Vegamoviez will charge the applicable subscription amount for each additional Authorized User; or (b) if Customer sends more Envelopes than are included in its Subscription Plan, Vegamoviez may charge for additional envelopes or assign you a new Subscription Plan. Customer may also purchase optional services periodically or based on usage. Vegamoviez may change prices or alter features and options in a particular Subscription Plan without notice. 7. Vegamoviez PAYMENTS 7.1  The Vegamoviez Signature can be requested with “Vegamoviez Payments”, which means that it is a tool that allows the Client to send contracts, invoices and other documents to the Signatories via the Vegamoviez Signature, to facilitate the sending of payment credentials, and authorizations from the Signatory directly to the payment applications, processors and service providers that store, process or transmit the cardholder data as part of the authorization or agreement (“Payment Processors”) 7.2  The provision of Vegamoviez Payment services is conditional on the client’s recognition and acceptance of the following:

1. Payment processing activities facilitated through Vegamoviez Payments are conducted between Customer and a Payment Request, or a third party designated by Customer, and not with Vegamoviez. Customer is solely responsible for registering and maintaining an account with the Payment Processors to facilitate the processing of payments made via Vegamoviez and for complying with all agreements, terms of use or other terms and conditions between Customer and the Payment Processors. Payment mentioned. Payment Processing is performed by independent contractors and not Vegamoviez agents, employees or subcontractors. Vegamoviez does not control the payment methods (i.e., credit cards, debit cards, ACH transfer) made available by Payment Processors through the Vegamoviez Firm, nor the products or services sold or purchased by the customer through of Vegamoviez Payments. Customer acknowledges and agrees that Vegamoviez cannot guarantee that the signer of the payment request or a third party will complete a payment process or is authorized to do so.
2. Customer authorizes Vegamoviez to store, process and transmit Customer information as necessary to Payment Processors to facilitate the payment process between Customer and the third party designated by Customer. Payments Vegamoviez will temporarily store the information it receives from the customer, as well as account information for Payment Processing, only to facilitate the payment process.
3. Customer is solely responsible for compliance with the following rules: (1) any applicable rules developed and published by payment networks (such as Visa, Mastercard, American Express and any other credit, debit or electronic funds transfer networks), including, but not limited to, the current Payment Card Industry Data Security Standard (“PCI DSS”); and (2) to all laws and regulations applicable to payment processing carried out by Customer through Vegamoviez Payments, including, but not limited to, those that may apply to Customer: in connection with the collection and storage of information , including payment credentials about the Signatories; make adequate, clear and conspicuous disclosures related to the storage and use of signatories’ payment credentials; and the use of payment credentials that are stored to collect future payments.
4. Customer is solely responsible for any and all disputes with Payment Processors or Signers related to a payment process intended to be facilitated through Vegamoviez Payments including but not limited to: (1) chargebacks ; (2) products or services not received; (3) return, delayed delivery, or cancellation of products or services; (4) canceled transactions; (5) duplicate transactions or charges; (6) electronic debits and credits related to bank accounts, debit cards, credit cards and check issuance; and (7) the time required to complete payment processing.

7.3  To the extent applicable to Vegamoviez in making payments therefor, you represent that you currently comply, and will continue to comply, with the current PCI DSS standard. Vegamoviez recognizes that credit and debit card account numbers or related data processed through Vegamoviez Payments are, where applicable, the exclusive property of the Customer, the credit card issuers, the relevant payment networks. and entities authorized to process credit and debit card transactions on behalf of Customer, and you further acknowledge that such information may be used by Vegamoviez solely to assist the aforementioned parties in completing the processing activities described in the Agreement. SERVICE HOURS FOR Vegamoviez DIGITAL ROOMS This service schedule was last updated on May 16, 2018. Unless otherwise defined in this Service Schedule, capitalized terms will have the meaning given to them in these Terms. 1. DEFINITIONS “Vegamoviez Rooms” means the Vegamoviez Transaction Management Services, which provides online viewing of Vegamoviez Rooms, electronic document management, people and tasks, and electronic document storage services to through the Internet. “Transaction Data Rooms” means the meta information associated with a Room as determined by Customer or its Account (such as the history of transaction activities, and the date and timestamp of activities) and maintained by Vegamoviez to provide Rooms. from Vegamoviez. “Room(s)” means the online transaction management workspace created by Customer in the Vegamoviez Rooms service. 2. Vegamoviez ROOMS 2.1  During the Term, and subject to compliance with these Terms and this Service Program, the Customer and its Authorized Users will have the right to create and/or manage Rooms within their Account, when the Customer registers using the method provided by Vegamoviez. Customer and its Authorized Users will have the right to create and delete Rooms, upload, delete and view content, data or electronic documents shared in Vegamoviez Rooms. 2.2 Account. The Client is solely responsible for: (a) the configuration of the Account; (b) the operation, performance and security of Customer’s equipment, networks and other computing resources used to connect to Vegamoviez Rooms; (c) ensure that all Authorized Users exit or log out of Vegamoviez Rooms at the end of each session; (d) maintain the confidentiality of the Account, user identification information and passwords used in conjunction with Vegamoviez Rooms; and (e) all uses of the Account by Customer and its Authorized Users. Vegamoviez reserves the right to suspend Vegamoviez Rooms if Customer misuses or shares login information among its Authorized Users or with third parties. Customer will notify Vegamoviez immediately of any unauthorized access to or use of its Account or any other breach of security. Vegamoviez will not be responsible for any loss that Customer may incur as a result of an unauthorized party using its password or Account due to Customer’s failure to protect its login information. 2.3 Storage and Disposal. Customer may retrieve its stored electronic documents at any time during the Term. Vegamoviez will maintain all Rooms and store their associated electronic documents for the term, by default. Customer may close or delete its Rooms or delete any electronic documents within such Rooms at any time during the Term. 3. ADDITIONAL CUSTOMER RESPONSIBILITIES 3.1 Vegamoviez’s provision of the Vegamoviez Rooms service is conditional on Customer acknowledging and agreeing to the following: 3.1.1  Customer is responsible for all activities that occur in Vegamoviez Rooms accessible in Customer’s Account and must ensure that use of Vegamoviez Rooms complies with these Terms; 3.1.2 Customer has sole control and responsibility over the content, quality and format of any transaction facilitated through Vegamoviez Rooms. Nothing in this Schedule of Services may be construed to make Vegamoviez a party to any transaction processed through Vegamoviez Rooms, and Vegamoviez makes no representation or warranty with respect to any transactions intended to be conducted through the use of Vegamoviez Rooms. Vegamoviez by the Client; 3.1.3  Customer is solely responsible for the reliability of any content, advice, opinion, statement, suggestion or other information (“Third Party Content”) offered by third parties that is shared or distributed through Vegamoviez Rooms. Any Third Party Content presented or disclosed through Vegamoviez Rooms represents solely the opinion of the respective author or provider of such content, who remains solely responsible for the accuracy or reliability thereof. 3.1.4  The Client is responsible for determining how long electronic documents are required to be retained or stored in accordance with applicable laws, regulations or legal or administrative processes. Furthermore, the Client is responsible for and obliged to produce any electronic documents made available in the Showrooms to third parties; and 3.1.5  The Customer is responsible for complying with any consumer protection, similar laws or regulations that may impose special requirements with respect to electronic transactions involving one or more “consumers”, such as (but not limited to) requirements for the consumer accepts the method of conducting transactions and/or provides the consumer with a copy, or access to a copy, of a document or other non-electronic written record of the transaction.