VRChat EULA

TAFI Avatars – VRChat Edition End User License Agreement (“Agreement”)

Last update: 8/13/2019

Welcome, and thank you for your interest in the Tafi Avatars VR Chat Edition

Application being offered by Tafi (“TAFI,” “we,” or “us”) and our website at

http://www.maketafi.com, along with our related websites, networks, desktop

applications (“Desktop Client”), mobile applications (“Mobile App”), software

developer kit (“SDK”), any free content or content which is offered for an additional

license fee (“Content”), and other services provided by us (collectively, our

“Service”). This End User License Agreement (this “EULA”), is a legally binding

contract between you and TAFI regarding your use of the Service.

BY USING THE SERVICE YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO THE TERMS OF THIS AGREEMENT.

You acknowledge and agree that:

• the Service is licensed, not sold to you, and you may use the Service only as

set forth in this EULA;

• the Service is provided “as is” without warranties of any kind and TAFI’s

liability to you is limited;

• disputes arising under this EULA will be resolved by binding arbitration, and

by accepting this EULA, as described in greater detail in Section 24, you and TAFI

are each waiving the right to a trial by jury or to participate in a class action;

1.

TAFI Service Overview. The Service is a platform and application for viewing,

creating, and publishing avatars for use in the social virtual reality experiences

offered by VRChat.  More information on VRChat and their social experiences can be

found at http://www.vrchat.com.

2.

Eligibility. You must be at least 13 years of age to use the Service. By

agreeing to this EULA, you represent and warrant to us that: (a) you are at least 13

years of age; (b) you have not previously been suspended or removed from the

Service; and (c) your registration and your use of the Service complies with all

applicable laws and regulations. If you are using the Service on behalf of an entity,

organization, or company, you represent and warrant that you have the authority to

bind that organization to this EULA and you agree to be bound by this EULA on

behalf of that organization.

3.

Accounts and Registration. To access most features of the Service, you must

register for an account. When you register for an account, you may be required to

provide us with some information about yourself, such as your email address or

other contact information. You agree that the information you provide to us is

accurate and that you will keep it accurate and up-to-date at all times. When you

register, you will be asked to provide a password. You are solely responsible for

maintaining the confidentiality of your account and password, and you accept

responsibility for all activities that occur under your account. If you have reason to

believe that your account is no longer secure, then you must immediately notify us

at [email protected]

4.

License. Subject to your complete and ongoing compliance and agreement

with the terms and conditions in this EULA (including without limitation payment of

any applicable fees and compliance with all license restrictions),TAFI grants you a

limited, non-exclusive, non-transferable, non-sublicensable, revocable license to the

Service for your personal use for lawful purposes, and to access and use the Service

in accordance with this EULA. You may not reproduce, distribute, publicly display, or

publicly perform the Service or any part of the Service. Unless, and solely to the

extent that, such a restriction is impermissible under applicable law or applicable

third party license, you may not: (a) decompile, reverse engineer, or otherwise

access or attempt to access the source code for the Service, or make or attempt to

make any modification to it; or (b) interfere with or circumvent any feature of the

Service, including without limitation any security, or access control mechanism. You

may not use the Service for any purpose other than a purpose for which it is

expressly designed. You represent and covenant that you have complied and will

continue to comply with the rights and obligations set forth in this Section with

regards to your use of any Service previously downloaded or accessed.

5.

SDK License.  TAFI does not currently offer an SDK license for this Service.  

This section is a placeholder for that offering if or when it is added to the Service.

6.

Payment. Access to the Service, or to certain features of the Service, may

require you to pay fees. Before you pay any fees, you will have an opportunity to

review and accept the fees that you will be charged. All fees are in U.S. dollars and

are non-refundable. If TAFI changes the fees for the Service, including by adding

additional fees or charges, TAFI will provide you advance notice of those changes. If

you do not accept the changes, TAFI may discontinue providing the Service or

portions of the Service to you. TAFI will charge the payment method you specify at

the time of purchase. You authorize TAFI to charge all sums as described in this

EULA, for the Service you select, to that payment method. If you pay any fees with

a credit card, TAFI may seek pre-authorization of your credit card account prior to

your purchase to verify that the credit card is valid and has the necessary funds or

credit available to cover your purchase. If you use the Service to update or cancel

any existing authorized payment, it may take up to 10 business days for the update

or cancellation to take effect.

7.

User Content

7.1.

User Content Generally. Certain features of the Service may permit users to

upload content to the Service, including software code, messages, photos, video,

images, folders, data, text, and other types of works (“User Content”) and to publish

User Content on the Service. You retain copyright and any other proprietary rights

that you may hold in the User Content you post to the Service.

7.2.

Limited License Grant to TAFI. By posting, publishing, or otherwise developing

User Content in the Service, you grant TAFI a worldwide, non-exclusive, irrevocable,

royalty-free, perpetual, fully paid right and license (with the right to sublicense) to

host, store, transfer, display, perform, reproduce, modify for the purpose of

formatting for display, and distribute your User Content, in whole or in part, in any

media formats and through any media channels now known or hereafter developed.

You agree that the license granted to TAFI under this Section 7.2 applies to any User

Content you previously posted, published, or otherwise developed in the Service.

7.3.

Limited License Grant to Other Users. By posting or sharing User Content with

other users of the Service in a public portion of the Service, or by setting any of

your User Content to public, you grant those users a non-exclusive license to access

and use that User Content as permitted by this EULA and the functionality of the

Service.

7.4.

User Content Representations and Warranties. You are solely responsible for

your User Content and the consequences of posting or publishing User Content. By

posting or publishing User Content, you affirm, represent, and warrant that:

a. you are the creator and owner of the User Content, or have the necessary

licenses, rights, consents, and permissions to authorize TAFI and users of the

Service to use and distribute your User Content as necessary to exercise the

licenses granted by you in this section, in the manner contemplated by TAFI, the

Service, and this EULA; and

b. your User Content, and the use of your User Content as contemplated by this

EULA, does not and will not: (i) 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; (ii)

slander, defame, libel, or invade the right of privacy, publicity or other property

rights of any other person; or (iii) cause TAFI to violate any law or regulation.

7.5.

User Content Disclaimer. TAFI is under no obligation to edit or control User

Content that you or other users post or publish, and will not be in any way

responsible or liable for User Content. TAFI may, however, at any time and without

prior notice, screen, remove, edit, block, or remove the rights to use of the Service

for a user who created any User Content that in our sole judgment violates this

EULA or is otherwise objectionable. You understand that when using the Service you

will be exposed to User Content from a variety of sources and acknowledge that

User Content may be inaccurate, offensive, indecent, or objectionable. You agree to

waive, and do waive, any legal or equitable right or remedy you have or may have

against TAFI with respect to User Content. We expressly disclaim any and all liability

in connection with User Content. If notified by a user or content owner that User

Content allegedly does not conform to this EULA, we may investigate the allegation

and determine in our sole discretion whether to remove the User Content, which we

reserve the right to do at any time and without notice. For clarity, TAFI does not

permit copyright-infringing activities on the Service.

8.

Digital Millennium Copyright Act

8.1.

DMCA Notification. TAFI complies with the provisions of the Digital Millennium

Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended).

If you have an intellectual property rights-related complaint about material posted

on or through the use of the Service, you may contact our Designated Agent at the

following address:

TAFI

ATTN: Copyright Notification

224 South 200 West, Suite 250

Salt Lake City, UT 84101

Email: [email protected]

Any notice alleging that materials hosted by or distributed through the Service

infringe intellectual property rights must include the following information:

• an electronic or physical signature of the person authorized to act on behalf

of the owner of the copyright or other right being infringed;

• a description of the copyright-protected work or other intellectual property

right that you claim has been infringed;

• a description of the material that you claim is infringing and where it can be

found or seen;

• your address, telephone number, and email address;

• a statement by you that you have a good faith belief that the use of those

materials on the Service is not authorized by the copyright owner, its agent, or the

law; and

• a statement by you that the above information in your notice is accurate and

that, under penalty of perjury, you are the copyright or intellectual property owner

or authorized to act on the copyright or intellectual property owner’s behalf.

9.

Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO:

• use the Service for any illegal purpose or in violation of any local, state,

national, or international law;

• violate, or encourage others to violate, any right of a third party, including by

infringing or misappropriating any third party intellectual property right;

• share, publicly post, copy, or distribute another user’s User Content without

their permission;

• post, upload, or distribute any User Content or other content that is unlawful,

defamatory, libelous, inaccurate, or that a reasonable person could deem to be

objectionable, profane, indecent, pornographic, harassing, threatening,

embarrassing, hateful, or otherwise inappropriate;

• interfere with security-related features of the Service, including by: (a)

disabling or circumventing features that prevent or limit use or copying of any

content; or (b) reverse engineering or otherwise attempting to discover the source

code of any portion of the Service, including the SDK Object Code, except to the

extent that the limiting of such activity is expressly restricted by applicable law;

• upload to the Service any software code, routine, or instructions that interfere

with, or otherwise attempt to impair, the operation of the Service, any user’s

enjoyment of the Service, or any user’s underlying code or hardware, including by:

(a) uploading or otherwise disseminating any virus, adware, spyware, worm, or

other malicious code; (b) making any unsolicited offer or advertisement to another

user of the Service; (c) attempting to collect personal information about another

user or third party without consent; or (d) interfering with or disrupting any network,

equipment, or server connected to or used to provide the Service, or violating any

regulation, policy, or procedure of any such network, equipment, or server;

• perform any fraudulent activity including impersonating any person or entity,

claiming a false affiliation, accessing any other Service account without permission,

or falsifying your age or date of birth;

• bypass any security or other features of the Service designed to control how

the Service is used, harvest, or mine User Content from the Service, or otherwise

access or use the Service in a manner inconsistent with individual human usage;

• use any robot, spambot, spider, crawler, scraper, or other automated means

or interface not provided by us to access the Service or to extract data;

• decipher, reverse engineer, decompile, or disassemble the Service in whole

or in part, or authorize, direct, or cause a third party to do so;

• use, display, mirror, frame, or utilize framing techniques to enclose the

Service or any Content available through the Service, or any portion or component

of the Service, unless and solely to the extent TAFI provides the means for

embedding any part of the Service or the Content;

• access, tamper with, or use non-public areas of the Service, TAFI (and its

hosting company’s) computer systems and infrastructure, or the technical delivery

systems of TAFI’s providers;

• use the Service in any manner to harass, abuse, stalk, threaten, defame, or

otherwise infringe or violate the rights of any other party;

• sell or otherwise transfer the access granted under this EULA or any Materials

(as defined below) or any right or ability to view, access, or use any Material; or

• attempt to do any of the acts described in this Section 9, or assist or permit

any person in engaging in any of the acts described in this Section 9.

10.

Termination of Use; Discontinuation and Modification of the Service. You may

terminate your account at any time by contacting customer service at

[email protected] If you terminate your account, you remain obligated to pay

all outstanding fees, if any, incurred prior to termination relating to your use of the

Service. TAFI may in its sole discretion terminate your user account on the Service

or suspend or terminate your access to the Service at any time for any reason or no

reason, with or without notice. We also reserve the right to modify or discontinue

the Service at any time (including by limiting or discontinuing certain features of the

Service), temporarily or permanently, without notice to you. You agree that TAFI will

have no liability to you due to any change to the Service or any suspension or

termination of your access to or use of the Service.

11.

Third-Party Services and Linked Websites. TAFI may provide tools or

functionality through the Service that enable you to export information, images,

video, and possibly User Content, to or for use in third party services, including

through features that allow you to link your account on the Service with an account

on the third party service, or through third party buttons (such as “like” or “share”

buttons). By using one of these tools, you agree that TAFI may transfer that

information to the applicable third-party service. Third party services are not under

our control, and we are not responsible for any third party service’s use of your

exported information. The Service may also contain links to third-party websites.

Linked websites are not under our control, and we are not responsible for their

content.

12.

Consent to Use of Data. You agree that TAFI may collect and use technical

data and related information, including but not limited to UDID and other technical

information about your device that is gathered periodically to facilitate the provision

of software updates, product support related to the Service, and to anonymously

track and report your activity inside of the Service, including for analytics purposes.

If you are located outside of the United States, you expressly consent to the transfer

and processing of your data outside your home jurisdiction.

13.

IP Ownership, Reservation of Rights. The Service is owned and operated by

TAFI. The applications, SDK, content, visual interfaces, interactive features,

information, graphics, design, compilation, computer code, products, services, and

all other elements of the Service (the “Materials”), are protected by copyright, trade

dress, patent, and trademark laws of the United States and other jurisdictions,

international conventions, and all other relevant intellectual property and

proprietary rights, and applicable laws. All Materials, including all associated

intellectual property rights, are the sole and exclusive property of TAFI, its

subsidiaries or affiliated companies, or its third-party licensors. You may not to sell,

license, distribute, copy, modify, publicly perform or display, transmit, publish, edit,

adapt, create derivative works from, or use the Materials except as expressly

authorized under this EULA. TAFI reserves all rights not expressly granted in this

EULA. You do not acquire any right, title, or interest to the Materials, whether by

implication, estoppel, or otherwise, except for the limited rights set forth in this

EULA.

14.

Third Party Software. The Service may include certain third party software

(“Third Party Software”) provided under separate license terms (the “Third Party

Terms”). The list of such Third Party Software and its respective terms can be found

at https://maketafi/thirdypartsoftware . Copyrights to the Third Party Software are

held by the respective copyright holders indicated there.

15.

Entire Agreement. This Agreement is the entire End User License Agreement

between you and TAFI and supersedes any other or previous agreements that are in

conflict with this Agreement.

16.

Modification of this EULA. TAFI reserves the right, to change this EULA on a

going-forward basis at any time. Please check this EULA periodically for changes.

This EULA will be identified by the most recent date of revision and will be effective

immediately upon being made available through http://maketafi.com/VRChat-EULA.

Your use of the Service after modifications to this EULA become effective constitutes

your binding acceptance of such changes. If you are dissatisfied with the terms of

this EULA or any modifications to this EULA, then you agree that your sole and

exclusive remedy is to discontinue any use of the Service.

17.

Feedback. If you provide TAFI with any comments, bug reports, feedback, or

modifications proposed or suggested by you for the Service (“Feedback”), such

Feedback is provided on a non-confidential basis (notwithstanding any notice to the

contrary you may include in any accompanying communication), and TAFI will have

the right to use such Feedback at its discretion, including, but not limited to the

incorporation of such suggested changes into the Service. You hereby grant TAFI a

perpetual, irrevocable, nonexclusive license under all rights necessary to so

incorporate and use your Feedback for any purpose.

18.

Indemnity. You are responsible for your use of the Service, and you will

defend and indemnify TAFI and its officers, directors, employees, consultants,

affiliates, subsidiaries, and agents (together, the “TAFI Entities”) from and against

every claim, liability, damage, loss, and expense, including reasonable attorneys’

fees and costs, arising out of or in any way connected with: (a) your access to, use

of, or alleged use of, the Service; (b) your violation of any portion of this EULA, any

representation, warranty, or agreement referenced in this EULA, or any applicable

law or regulation; (c) your violation of any third-party right, including any

intellectual property right or publicity, confidentiality, other property, or privacy

right; or (d) any dispute or issue between you and any third party. We reserve the

right, at our own expense, to assume the exclusive defense and control of any

matter otherwise subject to indemnification by you (without limiting your

indemnification obligations with respect to that matter), and in that case, you agree

to cooperate with our defense of that claim.

19.

Disclaimers; No Warranties

THE SERVICE AND ALL OF ITS RESPECTIVE PARTS AND ALL MATERIALS AND

CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN

“AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER

EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,

THE TAFI ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR

IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE

THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT,

OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF

DEALING, USAGE, OR TRADE. THE TAFI ENTITIES DO NOT WARRANT THAT THE

SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT

OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF

ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT

THAT ANY OF THOSE ISSUES WILL BE CORRECTED. TAFI EXPRESSLY DISCLAIMS ANY

WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY OR FUNCTIONALITY

OF LOCATION BASED SERVICES, AND WITH RESPECT TO THE ACCURACY, VALIDITY,

OR COMPLETENESS OF ANY INFORMATION OR FEATURES AVAILABLE THROUGH THE

SERVICE, OR THE QUALITY OR CONSISTENCY OF THE SERVICE. TAFI FURTHER

DISCLAIMS ANY WARRANTY OR LIABILITY RELATED TO YOUR CARRIER’S NETWORK

OR SERVICE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU

FROM THE SERVICE OR  ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE

SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE TAFI ENTITIES OR

THE SERVICE THAT IS NOT EXPRESSLY STATED IN THIS EULA. YOU ASSUME ALL RISK

FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE

SERVICE, YOUR DEALING WITH ANY OTHER USER, AND ANY MATERIALS OR

CONTENT AVAILABLE THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT

YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN

MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR

SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY

RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER

SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE

LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD

OR USE OF THAT MATERIAL OR CONTENT.

SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY

HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

20.

Limitation of Liability

IN NO EVENT WILL TAFI BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL,

SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS

OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR

RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE,

THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED

ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY

OTHER LEGAL THEORY, AND WHETHER OR NOT ANY TAFI ENTITY HAS BEEN

INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN SECTION 24.4(iii), THE AGGREGATE LIABILITY OF TAFI FOR

ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO

USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THIS EULA, WHETHER IN

CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE

AMOUNT YOU HAVE PAID TO TAFI FOR ACCESS TO AND USE OF THE SERVICE IN THE

12 MONTHS PRIOR TO THE EVENT(S) OR CIRCUMSTANCES GIVING RISE TO CLAIM;

OR (B) $100.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY

FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE

LIMITATION MAY NOT APPLY TO YOU.

EACH PROVISION OF THIS EULA THAT PROVIDES FOR A LIMITATION OF LIABILITY,

DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND

DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS EULA. THIS

ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN

THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF

ALL OTHER PROVISIONS OF THIS EULA. THE LIMITATIONS IN THIS SECTION 20 WILL

APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

21.

THIRD PARTY DISPUTES. TAFI IS NOT AFFILIATED WITH ANY CARRIER, SERVICE

PROVIDER, OR ADVERTISER, AND ANY DISPUTE YOU HAVE WITH ANY CARRIER,

SERVICE PROVIDER, ADVERTISER, OR OTHER THIRD PARTY, INCLUDING WITHOUT

LIMITATION ANY OTHER USER OF ANY SERVICE, IS DIRECTLY BETWEEN YOU AND

SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE TAFI (AND OUR OFFICERS,

DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM

CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND

AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY

CONNECTED WITH SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU

WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: “A GENERAL RELEASE DOES

NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY

HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

22.

Governing Law. This EULA is governed by the laws of the State of Utah

without regard to conflict of law principles. If a lawsuit or court proceeding is

permitted under this EULA, then you and TAFI agree to submit to the personal and

exclusive jurisdiction of the state courts and federal courts located within Salt Lake

County, Utah for the purpose of litigating any dispute. We operate the Service from

our offices in Utah, and we make no representation that Materials included in the

Service are appropriate or available for use in other locations.

23.

General. This EULA is the entire and exclusive understanding and agreement

between you and TAFI regarding your use of the Service. Except as expressly

permitted above, this EULA may be amended only by a written agreement signed

by authorized representatives of all parties to this EULA. You may not assign or

transfer this EULA or your rights under this EULA, in whole or in part, by operation of

law or otherwise, without our prior written consent. We may assign this EULA at any

time without notice or consent. The failure to require performance of any provision

will not affect our right to require performance at any other time after that, nor will

a waiver by us of any breach or default of this EULA, or any provision of this EULA,

be a waiver of any subsequent breach or default or a waiver of the provision itself.

Use of section headers in this EULA is for convenience only and will have no impact

on the interpretation of any provision. If any part of this EULA is held to be invalid or

unenforceable, the unenforceable part will be given effect to the greatest extent

possible, and the remaining parts will remain in full force and effect. Upon

termination of this EULA, Sections 2, and 4 through 25, and any other

accompanying agreements, will survive.

24.

Dispute Resolution and Arbitration

24.1.

Generally. In the interest of resolving disputes between you and TAFI in the

most expedient and cost effective manner, you and TAFI agree that every dispute

arising in connection with this EULA will be resolved by binding arbitration.

Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator

instead of a judge or jury, may allow for more limited discovery than in court, and

can be subject to very limited review by courts. Arbitrators can award the same

damages and relief that a court can award. This agreement to arbitrate disputes

includes all claims arising out of or relating to any aspect of this EULA, whether

based in contract, tort, statute, fraud, misrepresentation, or any other legal theory,

and regardless of whether a claim arises during or after the termination of this

EULA. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS EULA, YOU

AND TAFI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN

A CLASS ACTION.

24.2.

Exceptions. Despite the provisions of Section 24.1, nothing in this EULA will

be deemed to waive, preclude, or otherwise limit the right of either party to: (a)

bring an individual action in small claims court; (b) pursue an enforcement action

through the applicable federal, state, or local agency if that action is available; (c)

seek injunctive relief in a court of law; or (d) to file suit in a court of law to address

an intellectual property infringement claim.

24.3.

Arbitrator. Any arbitration between you and TAFI will: (a) be settled under the

Federal Arbitration Act; (b) be governed by the Commercial Dispute Resolution

Procedures and the Supplementary Procedures for Consumer Related Disputes

(collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as

modified by this EULA; (c) be administered by the AAA; and (d) if an arbitration

hearing is held, take place at a mutually-agreed location in Salt Lake County, Utah.

The AAA Rules and filing forms are available online at www.adr.org, by calling the

AAA at 1-800-778-7879.

24.4.

Notice; Process. A party who intends to seek arbitration must first send a

written notice of the dispute to the other party by certified U.S. Mail or by Federal

Express (signature required) or, only if such other party has not provided a current

physical address, then by electronic mail (“Notice”). TAFI’s address for Notice is:

TAFI, 224 south 200 west, Suite 250, Salt Lake City, Utah 84101. The Notice must:

(a) describe the nature and basis of the claim or dispute; and (b) set forth the

specific relief sought (“Demand”). The parties will make good faith efforts to resolve

the claim directly, but if the parties do not reach an agreement to do so within 30

days after the Notice is received, you or TAFI may commence an arbitration

proceeding. During the arbitration, the amount of any settlement offer made by you

or TAFI must not be disclosed to the arbitrator until after the arbitrator makes a final

decision and award, if any. If the dispute is finally resolved through arbitration in

your favor, TAFI will pay you the highest of: (i) the amount awarded by the

arbitrator, if any; (ii) the last written settlement amount offered by TAFI in

settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.

24.5.

Decision. Regardless of the manner in which the arbitration is conducted, the

arbitrator must issue a reasoned written decision sufficient to explain the essential

findings and conclusions on which the decision and award, if any, are based. The

arbitrator may make rulings and resolve disputes as to the payment and

reimbursement of fees or expenses at any time during the proceeding and upon

request from either party made within 14 days of the arbitrator’s ruling on the

merits.

24.6.

No Class Actions. YOU AND TAFI AGREE THAT EACH MAY BRING CLAIMS

AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A

PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE

PROCEEDING. Furthermore, unless both you and TAFI agree otherwise, the arbitrator

may not consolidate more than one person’s claims, and may not otherwise preside

over any form of a representative or class proceeding.

24.7.

Modifications to this Arbitration Provision. If TAFI makes any future change to

this arbitration provision, other than a change to TAFI’s address for Notice, you may

reject the change by sending us written notice within 30 days of the change to

TAFI’s address for Notice, in which case your account with TAFI and your rights to

the Service will be immediately terminated and this arbitration provision, as in

effect immediately prior to the changes you rejected will survive.

24.8.

Enforceability. If Section 24.6 is found to be unenforceable or if the entirety of

this Section 24 is found to be unenforceable, then the entirety of this Section 24 will

be null and void and, in that case, the parties agree that the exclusive jurisdiction

and venue described in Section 22 will govern any action arising out of or related to

this EULA.

25.

Consent to Electronic Communications. By using the Service, you consent to

receiving certain electronic communications from us. You agree that any notices,

agreements, disclosures, or other communications that we send to you

electronically will satisfy any legal communication requirements, including that

those communications be in writing.

26.

Contact Information. The Service is offered by TAFI, located at 224 South 200

West, Suite 250, Salt Lake City, Utah 84101. You may contact us by sending

correspondence to that address or by emailing us at [email protected]