Terms of Service

Last updated July 12, 2023

This Terms of Service Agreement (“Terms”) governs your use of the Votyv platform offered by Guidon Group LLC, doing business as Votyv (“we”, “us”, or “Votyv”), including our website (votyv.com), and the services we provide (collectively, the website and services referred to as our “Site”). “You” refers to you as a user of the Site.

These Terms are applicable to all users, including visitors, of our Site. Additionally, use of our Site is governed by our Acceptable Use Policy.

Please read these Terms carefully before accessing or using our Site. By accessing or using any part of the Site or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.),you represent and warrant that you have read, understand, and agree to be bound by these Terms. If you do not agree to all the terms and conditions of this agreement, then you may not access the Site or use any services.

ARBITRATION NOTICE: THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 17 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND. IN ARBITRATION THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.

Table of Contents

1. Votyv Marketplace

By creating an account on our Site, you agree to provide accurate, up-to-date, and complete information. Should you create an account with false details or attempt to create one after a previous ban from our Site, we reserve the right to suspend or terminate your account and access to the Site.

All activities related to your account, including maintaining the confidentiality of your username and password, fall under your responsibility. You understand that you are accountable for all use, including any unauthorized use of your account. In case of unauthorized access or use of your account, it's crucial that you notify us immediately.

You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account. Furthermore, we reserve the right to reclaim or require changes to your username for any reason.

2. Votyv Videos

• a.

  Our Site allows you to acquire personalized videos ("Votyv Videos") created by intercessors and clergy members, including priests, ministers, nuns, pastors, deacons, preachers, chaplains, among others ("Intercessors"). You can submit requests to Intercessors for videos personalized for you or a third party, who you identify as the recipient ("Recipient").

• b.

  Please note that the Intercessor has the ultimate authority to decide how to execute your request and the Votyv Video content, which might not align exactly with your request. We also hold the right to decline any request at our discretion. The Intercessor has up to four days, at our discretion, to fulfill or reject your request. Some Intercessors may offer expedited services with a 24-hour turnaround. If a request isn't fulfilled within the defined timeframe, Votyv may opt to either issue a full refund or credit for the entire booking. Any refunds or credits will be managed as outlined in Section 7 (Fees and Payment).

• c.

  Votyv Videos are licensed, not sold. You are purchasing a license to use it, not the actual Votyv Video itself.

• d.

  Provided that you have paid in full, the Intercessor grants you a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display the Votyv Video for personal, non-commercial, and non-promotional purposes, subject to these Terms.

• e.

  You are not permitted to sell, resell, commercialize, or create a non-fungible token ("NFT") from any Votyv Offering without Votyv's prior written agreement. You can sublicense your rights in a Votyv Video to the extent necessary for permitted use under these Terms.

• f.

  Your use of a Votyv Video must adhere to these Terms, including our Acceptable Use Policy. We reserve the right to terminate the licenses or remove a Votyv Video from our Site at any time, for any reason, without notice.

3. No Business Votyv Services

Votyv Videos are not to be used for the promotion and/or endorsement of a product, service, brand, or business of a single commercial business, or not-for-profit or governmental entity lawfully registered and operating in the U.S. or another country approved by Votyv in advance in writing (each, a "Business").

4. Acknowledgement

You acknowledge and agree that:

• a.

  Votyv holds no responsibility or liability for any Votyv Video or other offerings you request or any Submission (defined below) you make;

• b.

  There is no expectation of privacy regarding any Votyv Video you request or any Submission (defined below) you make, ensuring you do not infringe on the privacy or rights of a third-party;

• c.

  The watermark of Votyv on each Votyv Video must remain unaltered and you agree not to edit, modify, obscure, or remove the watermark from any Votyv Video or assist or encourage any third party to do so. Similarly, you agree not to edit, modify, or create any derivative work of a Votyv Video or assist or encourage any third party to do so;

• d.

  In case of breach of these Terms, or termination of your Site access, or if you are removed or banned (or any Site account you created or control), your license to use any Votyv Video or other offerings under these Terms terminates. You must then promptly remove all copies of any Votyv Video or other offering, including from any social media platform, notify any Recipient of the termination and instruct them to do the same, and take any other action we reasonably request, including identifying each Recipient; and

• e.

  Notwithstanding our rights, any request you submit through our Site may be rejected by us or an Intercessor. If this happens repeatedly, we may terminate your access to our Site, remove or ban you (or any Site account you created or control), or take other appropriate action in Votyv’s sole discretion, including terminating your license to use any Votyv Video or other offering under these Terms and requiring you to comply with the actions outlined in Section 4.d.

5. Additional Terms

Certain services on the Votyv Site are subject to extra terms and conditions ("Additional Terms"). These will be shared with you when using the specific service. By using any such service, you accept these Additional Terms. If there's a conflict, these main Terms generally win unless the Additional Terms state otherwise. During your use of a service with its own Additional Terms, those terms take precedence.

6. User Eligibility

• a.

  Age Requirement: You must be at least 18 years of age to use our Site.

• b.

  Eligibility Representations and Warranties: You affirm and warrant that:

  • i.

    you have not been restricted from using or accessing any portion of our Site by us or under any relevant law or regulation;

  • ii.

    you will adhere to all applicable terms set by any third-party payment provider we designate, and you are not on that payment provider's prohibited list;

  • iii.

    neither you nor any Site account you have created or manage has ever been banned or removed from our Site for any reason; and

  • iv.

    you are not a convicted sex offender.

• c.

  Export Control: Certain Votyv products and services are subject to trade control laws, including export control and economic sanctions laws of the United States, the European Union, the United Kingdom, and other jurisdictions, such as the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), the International Traffic in Arms Regulations maintained by the U.S. Department of State, Regulation 2021/821 as amended (EU Dual-Use Regulation), the UK Export Control Act 2002, and the UK Export Control Order 2008 (collectively, "Trade Control Laws"). You represent and warrant that you are (1) not located in, organized under the laws of, or ordinarily resident in any country or territory subject to territorial sanctions ("Sanctioned Country"), and you are not owned by or acting on behalf of a Government subject to asset-blocking sanctions or any person or entity organized, located, or ordinarily resident in a Sanctioned Country; and (2) not a person identified on, or more than 50% owned or controlled, directly or indirectly, by or acting on behalf or at the direction of any entity identified on, U.S., E.U., U.K., or other applicable government restricted party lists, such as the Specially Designated Nationals List maintained by OFAC, the Consolidated list of persons, groups, and entities subject to EU financial sanctions, or the UK Consolidated List.
  
  You agree to comply with all applicable Trade Control Laws in your use of the Votyv Service. Specifically, you agree not to, directly or indirectly, use, sell, supply, export, reexport, transfer, divert, release, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Votyv under these Terms to any destination, entity, or person or for any end use prohibited by applicable Trade Control Laws. Votyv shall not be required to act in any way that is prohibited under applicable Trade Control Laws, and it shall be in the sole discretion of Votyv to refrain from being directly or indirectly involved in the provision of products or services that may be prohibited under applicable Trade Control Laws.

• d.

  You may not use our Site or any product or service provided by Votyv for any purpose associated with political activities. This includes, but is not limited to, promoting or soliciting contributions for your own political candidacy or that of another person, any political party or committee, or any individual or organization that seeks to promote or solicit contributions for a political candidate or party.

7. Fees & Payment

• a.

  Fees: The cost of a Votyv Video or other offering is stated on the Intercessor User’s booking page on our Site at the time you make your request. You agree to pay all amounts due in line with the payment terms in effect when you submit your request or purchase merchandise, which may include any service, transaction, or processing fees.

• b.

  Currency: Payments made via our payment provider are settled in U.S. dollars (USD). It is important to note that any currency conversion costs or fees charged by your payment card provider or the payment processor will be your responsibility. However, on occasion, Votyv might conduct transactions in currencies other than USD to lessen or eliminate the associated currency conversion charges.

• c.

  Payment Process: When requesting a Votyv Video, you're required to make payment via a valid card through the designated third-party payment provider on our website. You must provide valid payment details, including Visa, MasterCard, or any other card issuer accepted by our payment provider. Please be aware that Votyv neither operates, owns, nor controls the payment provider. Your card usage is governed by your agreement with and the privacy policy of the payment provider, not these Terms. It's your responsibility to notify the payment provider promptly about any changes to your billing address or other card-related information. Please note, Votyv Videos are non-returnable and non-exchangeable, and we do not issue refunds.

  • i.

    Website: By providing your payment information, you consent that Votyv may place a pre-authorization hold and, once your request is completed, authorize the payment provider to charge you immediately for all due amounts without additional notice or consent.

• d.

  Votyv reserves the right to cancel your request for any Votyv Video or other offering if: (i) your provided payment method is declined, or (ii) you have previously been removed from our Site for any reason. Additionally, Votyv reserves the right to alter its fees and payment procedures at any time, including its payment options and terms, effective immediately upon posting on our Site or through other forms of notification.

• e.

  Portion of Payment to Intercessor: Payment made for a Votyv Video or any other offering, feature, or service on our Site, will be divided between Votyv and the Intercessor in accordance with Section 3.b of the Intercessor Terms of Service.

• f.

  Payment Inquiries: If you have questions concerning a purchase made on our website or a charge on your payment card, please reach out to us at support@votyv.com. We hold the sole discretion to determine how any billing disputes between us will be addressed.

• g.

  Taxes: If a purchase you make requires Votyv to collect sales tax, use tax, or any equivalent tax ("Sales Tax"), we will collect this in addition to the purchase fee. If you haven't remitted the necessary Sales Tax to Votyv, you are responsible for settling this Sales Tax (including any related penalties or interest) with the appropriate tax authority.
  Furthermore, you agree to indemnify Votyv for any expenses or liabilities related to the payment of Sales Taxes on your purchases. If Votyv requests, you are required to provide reasonable assistance and relevant documents regarding the payment of Sales Taxes on your purchases, such as official receipts from the relevant tax authority confirming payment of all applicable taxes.

8. Ownership

• a.

  You acknowledge and agree that each Votyv offering from an Intercessor or Clergy Member User is owned by the Intercessor or Clergy Member User who created it.

• b.

  We, or our licensors, maintain the exclusive rights, ownership, and interest in: (i) our Site, including the unique visual aspects and elements, inclusive of all software, ideas, processes, data, text, media, and other content available on our Site, collectively referred to as "Votyv Content"; and (ii) our trademarks, logos, and brand elements, collectively referred to as "Marks." Both our Site, including the Votyv Content, and Marks are protected under the U.S. and international laws. Any unauthorized duplication, copying, selling, commercial exploitation, or reuse of any portion of the Votyv Content, Marks, HTML/CSS, JavaScript, visual design elements, or concepts is strictly prohibited without our prior express written consent.

• c.

  You provide us with a non-exclusive, royalty-free, fully paid, unlimited, global, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, across any and all manner and media, currently known or yet to be developed (including social media platforms), to utilize, reproduce, license, distribute, modify, adapt, reformat, publicly perform, publicly display, and create derivative works (for example, translations, adaptations, compilations, excerpts, or modifications) of: (i) any request (video, text, audio, or otherwise) made or sent by you to any Intercessor or Clergy Member User, including any information concerning any Recipient; and (ii) any submission made to Votyv, regardless of the medium, including a reaction video, idea, intellectual property, publicity rights, customer service request, review, photo, video, email, text, audio, post, or other communication, whether relating to you, or a third party - collectively referred to as a “Submission”. You affirm that you either: (x) retain all rights to any Submission; or (y) possess all necessary rights, including those pertaining to any third party involved in, included in, or referred to, in any Submission, to confer the aforementioned rights to us. You are prohibited from making any Submission that contains confidential or proprietary information, or that includes information you do not have the authority to disclose or that you or any Recipient do not want disclosed. Votyv holds no responsibility or liability for any usage or disclosure of a Submission, including any personal information belonging to you, a Recipient, or a third party.

• d.

  We maintain the right, at our discretion, to refuse to accept or transmit a Submission or to remove a Submission from our Site for any reason. Furthermore, we reserve the right to determine if a Submission contravenes these Terms and can, at any time, without prior notification and at our sole discretion, remove your Submission, terminate your access to our Site, ban you or your account, or undertake other appropriate actions for a breach of these Terms.

• e.

  Votyv understands the importance of preventing potential misunderstandings in case any project developed by a Votyv Party (as defined below) bears resemblance to your Submission. If your Submission includes any ideas, suggestions, proposals, plans, or other materials related to our business (collectively referred to as "Feedback"), you acknowledge and agree that you are submitting such Feedback at your own risk. Votyv assumes no obligation, including confidentiality or privacy obligations, towards such Feedback. By submitting Feedback, you grant Votyv a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works (such as translations, adaptations, or other changes), and exploit such Feedback in any manner, including commercial use.

• f.

  Furthermore, you waive any and all moral rights or "droit moral" that you may have in any Submission, including Feedback. You also represent and warrant that no third party holds any moral rights, "droit moral," or other rights in the Submission, including Feedback.

9. Copyright and Intellectual Property Policy

Votyv respects copyright laws, including the Digital Millennium Copyright Act (DMCA), and takes appropriate measures to promptly address any known instances of copyright infringement on our Site. In cases where Votyv becomes aware of repeated copyright infringement by a user, we will take reasonable actions within our authority to terminate the user's account. If you believe that any content on our Services infringes upon your copyrighted work, please utilize the reporting form accessible through our dedicated tool or alternatively, file a notice with our designated agent at the following address: Votyv Inc., Attn: Copyright Agent, [Address], [City], [State], [ZIP Code], email: [email address]. Please ensure that you only use this email address specifically for reporting copyright infringement, as any other emails sent to this address will be disregarded. To report other types of infringement on our Services, please utilize the appropriate tool accessible on our platform. When filing a notice with our Copyright Agent, it must adhere to the requirements set forth in Section 512(c)(3) of Title 17 of the United States Code (U.S.C.).

This means that the notice should:

• i.

  Include the physical or electronic signature of a person authorized to act on behalf of the copyright owner;

• ii.

  Identify the copyrighted work that is claimed to have been infringed;

• iii.

  Specify the material that is claimed to be infringing or the subject of infringing activity, along with sufficient information to allow us to locate the material;

• iv.

  Provide your contact details, including your address, telephone number, and email address;

• v.

  Include a statement asserting, under penalty of perjury, that you have a good-faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

• vi.

  Affirm that the information provided in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Copyright Agent:

Votyv, Inc.
750 N. San Vicente Blvd., Ste 800 West
West Hollywood, CA 90069
support@votyv.com

If you do not follow these requirements, your notice may not be valid. Please note, only notices of alleged copyright infringement should be sent to our Copyright Agent.

Termination Policy: If we determine that you are a repeat infringer, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), and take other appropriate action in our sole discretion.

10. Privacy

Your privacy is important to us. Our Privacy Policy explains how we collect, use, and share personal information and other data. By using our Site, you agree to our Privacy Policy

11. Third-Party Content and Interactions

• a.

  Our Site may include features and functionalities that provide access to third-party content and interactions, which are independent of Votyv. These may include Votyv Videos, websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products, or services, as well as the broader Internet. Please note that Votyv does not assume responsibility for the content or interactions associated with third parties on our Site.

• b.

  Interactions involving Votyv Videos or other offerings that facilitate engagement with third parties, including interactions between Users, are the sole responsibility of the individuals involved. Votyv does not bear responsibility for the content of these interactions that occur through Votyv Videos or other offerings.

• c.

  At times, an Intercessor User's booking page or other areas on our Site may mention a charitable organization or recipient to whom funds raised by the Intercessor User will be donated ("Charity"). It is important to note that these arrangements are exclusively between the Intercessor User and the Charity. Votyv is not a sponsor of, does not endorse, and has no affiliation with the Charity unless expressly stated otherwise in writing by Votyv. Moreover, unless expressly stated, Votyv does not exercise control over the Charity and makes no warranties regarding the Charity or any donations made to it.

• d.

  We strive to provide a platform that enables meaningful interactions but cannot guarantee or oversee the content or outcomes of these interactions with third parties. It is advisable to exercise caution and use discretion when engaging with third-party content and individuals through our Site.

12. External Links

Our Site may contain links to third-party websites or social media platforms. You acknowledge and agree that:

• i.

  These links do not imply our endorsement or affiliation with the linked websites or platforms.

• ii.

  We are not responsible or liable for any damages or losses resulting from your use of these third-party websites or platforms.

• iii.

  It is your responsibility to review the terms and conditions and privacy policy of any linked website or platform before using it.

Please note that we do not control or endorse the content of these third-party websites or platforms. Any financial transactions or charges associated with them are not our responsibility. Accessing these websites or platforms is done at your own risk.

13. Changes to our Site

You acknowledge and agree that we reserve the right to change or discontinue any aspect of our Site at any time, without prior notice to you.

14. Termination and Reservation of Rights

While we hope you continue to enjoy Votyv, you can terminate these Terms at any time and for any reason by deleting your Votyv account or reaching out to us at support@votyv.com.

We may terminate or temporarily suspend your access to the Services if you fail to comply with these Terms, our Community Guidelines, or the law, for reasons beyond our control, or for any other reason, without advance notice. This means that we may terminate these Terms, cease providing you with all or part of the Services, or impose new or additional limitations on your use of our Services. While we will attempt to provide reasonable notice in advance, we cannot guarantee notice in all circumstances. For instance, we may deactivate your account due to prolonged inactivity and reserve the right to reclaim your username at any time for any reason.

15. Indemnification

You agree, to the extent permitted by law, to indemnify, defend, and hold harmless Votyv, our affiliates, directors, officers, stockholders, employees, licensors, and agents from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including attorneys’ fees) due to, arising out of, or relating in any way to: (a) your access to or use of the Services, or any products or services provided by a third party in connection with the Services, even if recommended, made available, or approved by Votyv; (b) your content, including infringement claims related to your content; (c) your breach of these Terms or any applicable law or regulation; or (d) your negligence or willful misconduct.

16. Disclaimers and Limitations on our Liability

• a.

  You acknowledge and agree that your use of the services provided by Votyv (referred to as "the Services" or "our Site") is at your own discretion and risk. The Services are provided on an "as is" and "as available" basis. Votyv, its affiliates, and its associated parties (referred to as "Votyv Parties") disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and those arising out of the course of dealing or usage of trade.

• b.

  Votyv Parties do not make any assertions or warranties regarding the accuracy or completeness of the content available on our Site or any third-party websites linked to or integrated with our Site. You acknowledge and agree that Votyv Parties will not be liable for any errors, inaccuracies, or incompleteness of content; personal injury, property damage, or other harm resulting from accessing or using our Site; unauthorized access to or use of our servers, personal information, or user data; interruption in transmission to or from our Site; bugs, viruses, trojan horses, or similar harmful elements transmitted through our Site; or any damages, losses, costs, expenses, or liabilities arising from content posted or shared through our Site.

• c.

  You understand and agree that any material or information downloaded or obtained through our Site is done at your own risk, and you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with such actions. No advice or information obtained from Votyv or through our Site will create any warranty not expressly provided by us.

• d.

  While using our Site, you may be exposed to content from various sources, and Votyv is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of such content. You acknowledge and agree to waive any legal or equitable rights or remedies you may have against any Votyv Party with respect to inaccurate, offensive, indecent, objectionable, or harassing content.

• e.

  To the fullest extent permitted by applicable law, you acknowledge and agree that under no circumstances will any Votyv Party be liable to you or any third party for any indirect, special, incidental, punitive, or consequential damages (including loss of profits, revenue, or data) or for the cost of obtaining substitute products, whether such liability arises from contract, warranty, tort (including negligence), strict liability, or otherwise, even if Votyv has been advised of the possibility of such damages.

• f.

  To the maximum extent permitted by applicable law, the total cumulative liability of Votyv Parties to you or any third party under these terms, including all causes of action and theories of liability, will be limited to and not exceed the fees actually received by Votyv from you during the 12 months preceding the claim giving rise to such liability.

• g.

  Certain jurisdictions may not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply, and you may have additional rights.

• h.

  You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between Votyv and you.

17. Arbitration Agreement and Waiver of Certain Rights

• a.

  Arbitration: You and Votyv acknowledge and agree that any disputes between you and Votyv arising from or relating to these Terms or our Site will be resolved through binding and final arbitration instead of court proceedings. By agreeing to this Arbitration Agreement, you and Votyv waive the right to a jury trial for any controversy, claim, counterclaim, or dispute ("Claim") between you and Votyv. All Claims will be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association ("AAA Rules"). The arbitration will be conducted by a single arbitrator, and the arbitrator's decision will be final and binding. The arbitration will be kept confidential, and the existence of the proceeding and any related documents or information will not be disclosed beyond the arbitration proceedings, unless required by law or regulations.

• b.

  Costs and Fees: If you demonstrate that the costs of arbitration would be prohibitively high compared to litigation costs, Votyv will pay the necessary administrative costs and arbitrator's fees to prevent the arbitration from being financially burdensome. The arbitrator may allocate the costs and compensation among the parties as deemed appropriate.

• c.

  No Preclusions: This arbitration agreement does not prevent you or Votyv from seeking action through government agencies or bringing qualifying Claims in small claims court. Additionally, you and Votyv retain the right to seek provisional relief from a court of competent jurisdiction, such as pre-arbitral attachments or preliminary injunctions, without waiving the right to arbitration.

• d.

  No Class Representative or Private Attorney General: Neither you nor Votyv may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Each Claim must be arbitrated on an individual basis, and the arbitrator may not consolidate or join similar Claims from other individuals or parties.

• e.

  Severability/No Waiver/Survival: If any provision of this Arbitration Agreement is found to be invalid or unenforceable, it will be modified to reflect the original intent to the fullest extent possible or severed if modification is not feasible. No waiver of any provision of this Arbitration Agreement will be effective unless it is in writing and signed by the waiving party. The waiver of a right or requirement under this Agreement will not waive or affect any other provision. This Arbitration Agreement will survive the termination of your relationship with Votyv.

• f.

  30-Day Opt-Out Right: You have the right to opt out of this Arbitration Agreement by sending a written notice within 30 days after first becoming subject to it. The opt-out notice must be addressed to Guidon Group LLC. dba Votyv at 750 N. San Vicente Blvd., Ste 800, West Hollywood, CA 90069. Please include your name and address, any usernames, each email address associated with your account, and a clear statement expressing your decision to opt out. If you opt out, the other parts of these Terms will still apply to you. Opting out of this Arbitration Agreement does not affect any other arbitration agreements you may have with us.

• g.

  LIMITATIONS: This Arbitration Agreement limits certain rights, including the right to bring court actions, the right to a jury trial, the right to participate in class or representative claims, the right to extensive discovery (subject to AAA rules), and certain remedies and forms of relief available in court. Furthermore, some rights that you or Votyv would have in court may not be available in arbitration.

• h.

  Note: The address for the opt-out notice should be Guidon Group LLC. dba Votyv, 750 N. San Vicente Blvd., Ste 800, West Hollywood, CA 90069.

18. Other Provisions

• a.

  Force Majeure: In no event will Votyv be liable to you, or be deemed to have breached this Agreement, for any failure or delay in performing our obligations under this Agreement, if and to the extent such failure or delay is caused by any of the following events (each a "Force Majeure Event"): flood, fire, earthquake, explosion, pandemic, war, terrorism, cyber terrorism, or other comparable criminal or willful acts (including third-party hackers or other third-party malicious acts), invasion, riot, or other civil unrest, strikes, labor stoppages or slowdowns, failure of our suppliers to supply necessary goods or services to us, passage of applicable law, any action taken by a government authority or other public authority (such as imposing an embargo), or international, national, or regional shortage of adequate power, telecommunications capacity, or transportation. In allocating the risk of delay or failure of performance of a party's respective obligations under this Agreement, the parties have not considered the possible occurrence of any of the events listed herein or any similar or dissimilar events beyond their control, irrespective of whether such listed, similar, or dissimilar events were foreseeable as of the date of this Agreement.

• b.

  Choice of Law and Jurisdiction: Except to the extent they are preempted by U.S. federal law, the laws of California, other than its conflict-of-laws principles, govern these Terms and any claims and disputes (whether contract, tort, or otherwise) arising out of or relating to these Terms or their subject matter. You agree that any action of whatever nature arising from or relating to these Terms or our Site will be filed only in the state or federal courts located in Los Angeles, California.

• c.

  Severability: If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions.

• d.

  No Waiver or Amendment: If we do not enforce a provision in these Terms, it will not be considered a waiver.

• e.

  Assignment: We reserve the right to transfer our rights under these Terms and provide the Services using another entity, provided that entity upholds these Terms. You may not transfer any of your rights or obligations under these Terms without our consent. We reserve all rights not expressly granted to you.

• f.

  Miscellaneous: The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.

19. Changes to these Terms

Votyv reserves the right to modify these Terms. In the event of any changes, we will publish the updated Terms on our Site and indicate the "Last Updated" date at the beginning of the document. If you accept the revised Terms, such acceptance may occur when creating a new account, logging into an existing account, or continuing to use our Site after the revised Terms have been posted. The revised Terms will take immediate effect upon acceptance. Alternatively, if you do not accept the revised Terms, they will become effective 30 days after being posted.

Additional Site Terms

PLEASE READ THE FOLLOWING CAREFULLY. By utilizing the product or service, you acknowledge and agree to be bound by the relevant additional terms that are applicable (referred to as "Additional Terms" in Section 5 of the Site Terms of Service ("Site Terms")). These Additional Terms will be governed by and incorporated into the Site Terms. Any terms defined in the Site Terms will carry the same meaning in these Additional Terms.

Votyv reserves the right to modify these Additional Terms periodically. In the event of any changes, we will provide notice by posting them on our Site and updating the "Last Updated" date. The revised Additional Terms will take immediate effect. By using or continuing to use this product or service, you affirm and guarantee that you have read, comprehended, and consented to these Additional Terms.

TEXT MESSAGE COMMUNICATION AND DISCLOSURES

By opting in to receive text messages from Votyv, you acknowledge and agree to receive recurring automated promotional and personalized marketing text messages (e.g., SMS and MMS) from Votyv. These text messages may be sent using an automatic telephone dialing system to the mobile telephone number you provided during sign-up or any other number you designate. Please note that consent to receive automated marketing text messages is not a requirement for making any purchase. Standard message and data rates may apply.

The frequency of messages may vary. Votyv reserves the right to adjust the frequency of sent messages at any time, increasing or decreasing the total number of messages. Additionally, Votyv reserves the right to change the short code or phone number from which the messages are sent.

Please be aware that not all mobile devices or handsets may be supported, and our messages may not be deliverable in all areas. Votyv, its service providers, and the mobile carriers associated with the program are not liable for any delays or undelivered messages.

By signing up for text messages, you also agree to abide by our Privacy Policy.

Cancellation

To cancel the receipt of text messages, simply text the keywords STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to our short code. Once you send any of these keywords to our short code, you will receive one additional message confirming the processing of your request. Please note that our text message platform may not recognize or respond to unsubscribe requests that do not include the specified keywords. You acknowledge and agree that Votyv and its service providers will not be held liable for any failure to honor such requests. If you unsubscribe from one of our text message programs, you may still receive text messages from Votyv and its affiliates through other programs you have joined until you separately unsubscribe from those programs.

Help

For assistance, simply text the keyword HELP to our short code.

Customer Care

If you encounter any issues or require further support, please email support@votyv.com.

Acceptable Use Policy

This Acceptable Use Policy governs your utilization of our Site, which encompasses the Votyv website and the services we provide through it. The terms defined in the Site Terms of Service or Intercessor Terms of Service hold the same significance within this Acceptable Use Policy.

You bear the responsibility for your usage of any Votyv Video, your Site account, our Site, and any Submission (if you are a Site user) or Intercessor Content (if you are an Intercessor User). Our aim is to cultivate a positive, valuable, and secure user experience. In pursuit of this objective, we prohibit certain types of conduct that may be detrimental.

You represent and warrant that you are prohibited from engaging in the following actions:

• a.

  Using a false identity or providing false or misleading information.

• b.

  Creating an account if you have previously been removed or banned from our Site, or if you control an account that has been removed or banned.

• c.

  Utilizing any Votyv Video for purposes other than those specifically outlined in the Site Terms, any applicable Additional Terms, or any other written agreement if you are an Intercessor User.

• d.

  Requesting (if you are a User) or fulfilling a request for (if you are an Intercessor User) any Votyv Video involving a Business or any other Recipient that is the subject of criminal action, involved in, connected with, or promotes illegal or unlawful activity, violence, hate speech, or that disparages or defames any person, entity, brand, or business.

• e.

  You will not:

  • i.

    Violate any law, regulation, or court order

  • ii.

    Violate, infringe upon, or misappropriate the intellectual property, privacy, publicity, moral or "droit moral," or other legal rights of any third party.

  • iii.

    Take any action, or submit, post, share, or communicate anything that is explicitly or implicitly: illegal, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity), or that incites or encourages such actions.

  • iv.

    Send advertising or commercial communications, including spam, or any other unsolicited or unauthorized communications.

  • v.

    Engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from our Site, including from any user of our Site.

  • vi.

    Transmit any virus, other computer instruction, or technological means intended to disrupt, damage, or interfere with the use of computers or related systems.

  • vii.

    Stalk, harass, threaten, or harm any third party.

  • viii.

    Impersonate any third party

  • ix.

    Participate in any fraudulent or illegal activity, including phishing, money laundering, or fraud.

  • x.

    Use any means to scrape or crawl any part of our Site.

  • xi.

    Attempt to circumvent any technological measure implemented by us, any of our providers, or any other third party (including another user) to protect us, our Site, users, Recipients, or any other third party.

  • xii.

    Access our Site to obtain information to build a similar or competitive website, application, or service.

  • xiii.

    Attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide our Site.

  • xiv.

    Advocate, encourage, or assist any third party in doing any of the foregoing.

For clarity, your use of any Votyv Video includes use anywhere (on our Site or otherwise).

Investigations:

You acknowledge and agree that we have the right, but not the obligation, to monitor access to or use of our Site by you or third parties (including monitoring any Votyv Video, Intercessor Content, Submission, or Feedback). We may exercise this right to operate our Site, enforce this Policy or our Terms, comply with applicable law, regulation, court order, or other legal, administrative, or regulatory request or process, or for any other necessary purposes.

Intercessor Terms of Service

This Intercessor Terms of Service Agreement (“Terms”) governs your use as an intercessor user of the Votyv marketplace platform offered by Guidon Group LLC, doing business as Votyv (“we”, “us”, or “Votyv”), including our website (votyv.com), and services we provide (collectively, the website and services referred to as our “Site”). “You” and “Intercessor User” refer to you as an intercessor user of the Site.

These Terms apply solely to Intercessor Users of our Site. Use of our Site is also subject to our current Acceptable Use Policy. Any use by you of our Site other than as an Intercessor User is governed by the Site Terms of Service. (“Site Terms”).

PLEASE READ THESE TERMS CAREFULLY. By using our Site as an Intercessor User or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms. If you do not agree, do not access or use our Site as an Intercessor User.

ARBITRATION NOTICE: Section 17 of these Terms contains provisions governing how claims that you and Votyv have against each other are resolved, including any claims that arose or were asserted prior to the “Last Updated” date at the top of these Terms. It contains an arbitration agreement that will, with limited exceptions, require disputes between you and Votyv to be submitted to binding and final arbitration. Unless you opt out of the arbitration agreement as described in Section 17: (1) you may pursue claims and seek relief against us only on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you waive your right to seek relief in a court of law and to have a jury trial on your claims.

Table of Contents

1. Participation in the Votyv Marketplace

• a.

  Registration: To participate on our Site, it is necessary for you to complete the registration process. By registering, you agree to provide accurate, current, and complete information about yourself as prompted by our registration form, as well as any other information reasonably requested by us (referred to as "Registration Data"). It is important to maintain and promptly update the Registration Data to ensure its accuracy and completeness. Failure to do so, or if we have reasonable grounds to believe that the information provided is untrue or incomplete, may result in the suspension or termination of your Site account and your use of our Site. You are prohibited from creating a Site account using false identity or providing false information, creating an account on behalf of another person (except as outlined below for Organizations), or if you have previously been removed or banned from our Site. Safeguarding the confidentiality of your Site account information, including your username and password, is your responsibility. You are accountable for all activities that occur using your Site account and agree to promptly notify us of any unauthorized access or use of your account. You acknowledge and agree that we are not liable for any damages, losses, costs, expenses, or liabilities arising from unauthorized access or use of your Site account.

  • i.

    Intercessor User age 18 or older: Intercessor Users who are at least 18 years old can register directly. By registering, you confirm and guarantee that: (A) you are at least 18 years old; (B) you have the legal capacity to enter into a binding contract; (C) you are not prohibited from using our Site under the laws of the United States or any other applicable jurisdiction; and (D) you are responsible for complying with all relevant laws and regulations pertaining to your participation as an Intercessor User on our Site. In the event of any failure to comply, you agree to indemnify the Votyv Parties (defined below) to the fullest extent.

  • ii.

    Organizations: Religious groups, churches, ministries, or other individuals or organizations (referred to as "Organizations") have the option to register an Intercessor User ("Affiliated Intercessor"). By registering, the Organization represents and warrants, on behalf of itself and each Affiliated Intercessor, that: (A) the Organization is the authorized representative of the Affiliated Intercessor and agrees to these Terms; (B) neither the Organization nor the Affiliated Intercessor is prohibited from using our Site under the laws of the United States or any other applicable jurisdiction; and (C) the Organization is responsible for adhering to all relevant laws and regulations governing the Affiliated Intercessor's participation on our Site under these Terms. The Organization further agrees to fully indemnify the Votyv Parties for any failure to comply. To register an Affiliated Intercessor as an Organization, please contact support@votyv.com.

• b.

  Provision of Promotional Materials: As part of the Intercessor on-boarding process on our Site, you agree to provide us with the following Promotional Materials ("Materials") at no cost to Votyv within 72 hours: (i) three high-resolution images of yourself if you wish to promote your participation on our Site; (ii) your Site profile bio; and (iii) a promotional video lasting approximately 20 seconds, informing your audience about your availability for booking on our Site. Please note that you will only be able to receive requests from Users once we have received your promotional video. Additionally, there may be occasions when we request further Materials from you to promote your services on our Site, social media platforms, or third-party websites. Any other materials or photos related to you, which you approve for Votyv's promotional use, will also be deemed as Promotional Materials under these Terms.

2. Votyv Videos

From time to time, a user of our Site (“User”) may request one or more video recordings (each, a “Votyv Video”) from you through our Site.

• a.

  Upon receiving a new booking request, you have a maximum of 48 hours to accept or decline the request. You have the right to decline a request. If you neither accept nor decline a request within this timeframe, then the request will expire and cannot be further accepted or recovered. By accepting a request, you agree to record, upload, and submit one Votyv Video to our Site within 48 hours of accepting the request. You have the right to abstain from creating and/or uploading a Prayer Video for a request which you have accepted. If you do not record, upload, and successfully submit a Votyv Video within this timeframe, then the request will expire and can no longer be further fulfilled or recovered, and you will not receive payment.

• b.

  Votyv reserves the right to cancel any User request at its sole discretion. No payment will be made to you for any declined, canceled, or unfulfilled Votyv Video requests.

• c.

  Each Votyv Video should be 20 seconds or longer and should adhere to the general directions and requests provided by the User (e.g., prayer, advice, congratulatory message). You have full discretion over the script and content of the Votyv Video, with the following exceptions: (i) you must include your name (introduce yourself), the User's name, and the name of any third-party recipient ("Recipient") mentioned by the User, unless otherwise specified by the User; and (ii) you should not mention in the Votyv Video that it is incomplete or cannot be completed. Your response to the User's request is your responsibility and at your discretion, within the boundaries of these Terms. However, Users generally appreciate it when the majority of their request is followed by an Intercessor. If you complete a Votyv Video but deviate from the general directions and requests of the User, we will discuss an appropriate adjustment of the payment with you.

3. Fees and Payment

• a.

  Booking Fee: As an Intercessor User on the Votyv marketplace platform, you have the flexibility to set your own price for each Votyv Video and any other offering you make available. Additionally, the Booking Fee for each Votyv Video must be a minimum of US$20, unless otherwise agreed upon in writing by Votyv. Please note that the Booking Fee does not include any service, transaction, or processing fees paid to Votyv.

• b.

  Fees: When you fully complete and deliver on an order by uploading a Prayer Video (as outlined in Section 2(a)), you will receive 75% of the Booking Fee actually received by Votyv for each Votyv Video or other product offering that you create and deliver to fulfill a User's request accepted through our Site. Any Sales Tax collected by Votyv will be remitted to the relevant tax authority and will not be included in the payment you receive.

• c.

  Representations and Warranties Regarding Fees and Payment: You represent and warrant that: (i) Votyv Videos are not covered by any union or guild collective bargaining agreement, management, agency, or similar agreement, and there will be no residual or other payment due from Votyv to you or any third party related to you, including unions, guilds, pension plans, church organizations, or other entities, in connection with any Votyv Video, payments from us to you, or the use of our Site, except as specified in Section 4.g.; (ii) Votyv is not responsible for any fees, commissions, costs, expenses, or payments to any third party, including managers, agents, attorneys, church organizations, representatives, or service providers, related to the revenue earned by you or payments made to you through our Site; and (iii) Votyv is not responsible for any contributions, payments, taxes, or deductions required by law or any labor union, including Social Security, retirement benefits, unemployment insurance, annuities, pension or welfare fund payments, or withholding taxes, except for Sales Tax collected by Votyv in relation to a purchase.

• d.

  Payment: You are required to register with the third-party payment provider selected by Votyv, which may be subject to change at Votyv's discretion. The use of any other payment provider is not permitted. To receive payments, you must provide the payment provider with the necessary information, such as details of your bank account at a regulated financial institution. Payments owed to you by Votyv will be processed and transferred via the payment provider. If available, you may request a transfer of funds from your Votyv account to your bank account, which will be processed by the payment provider. In the event that this option is not available, Votyv may, at its sole discretion, initiate the transfer of funds from your Votyv account to your bank account, particularly in cases of account inactivity. Failure to provide the required information to the payment provider may prevent you from receiving your payments. Votyv will not be held responsible for any damages, delays, losses, costs, expenses, or liabilities arising from your inability to receive payments due to your failure to provide the necessary information. You acknowledge and agree that Votyv does not operate, own, or control the payment provider, and your use of the payment provider is subject to its own terms and privacy policies. Votyv shall not be held responsible for any delays, failures, damages, or liabilities caused by the payment provider, any other third party, force majeure events, or your failure to set up an account with the payment provider in a timely and proper manner or provide the requested payment information. Except for fees or deductions specified by the application platform, Votyv will cover the fees, costs, and expenses associated with the selected payment provider. Unless otherwise agreed in writing by Votyv, you are solely responsible for any additional fees, costs, and expenses related to your bank account and foreign exchange transactions. However, if Votyv, at its sole discretion, suspects any fraudulent activities, money laundering, or other violations of laws or regulations in connection with the Site, you acknowledge and agree that Votyv may withhold, delay, or seek repayment of any payments that it deems, at its sole discretion, to be related to the violation.

• e.

  Currency: All payments made via the payment provider will be in U.S. dollars, unless the payment provider allows for the selection of another currency, in which case you may choose an alternative currency.

• f.

  Fundraising: If you identify any entity as a charitable organization or as the recipient of funds you are raising (referred to as a "Charity") on your booking page or elsewhere on our Site, you agree to the following: (i) You will comply with all applicable laws and regulations regarding the identification and operation of the Charity, including disclosure requirements, registrations, or entering into any necessary agreements, such as a commercial co-venturer agreement. (ii) We reserve the right, at our sole discretion, to reject the identification of the Charity. (iii) You represent and warrant that the Charity is and will remain in good standing throughout the use of the identification, and you agree to provide written evidence of the Charity's good standing and charitable status in all relevant jurisdictions within 48 hours of our request. If the Charity ceases to be in good standing, you agree to promptly remove the identification. (iv) You are responsible for making any payments to the Charity, unless we explicitly agree in advance to do so on your behalf and as part of our payment obligations under these Terms. (v) You represent and warrant that you have obtained all necessary rights to authorize the use of the Charity's name and logo in connection with our Site, the identification, and any social or other media. Furthermore, you acknowledge and agree that we may add a statement to your booking page disclaiming any connection between Votyv and the Charity, as determined at our sole discretion.

4. Intercessor Content

• a.

  License Grant for Intercessor Content: By using our Site, you have the ability to upload, submit, store, send, transmit, approve, and receive various forms of content and data, including your Votyv Videos and Promotional Materials (collectively referred to as "Intercessor Content"). When you upload, submit, store, send, transmit, approve, or receive Intercessor Content through our Site, you grant us a non-exclusive, royalty-free, fully paid, unlimited, worldwide, sublicensable (including through multiple tiers of sublicenses), perpetual, and irrevocable license. This license allows us to use, reproduce, license, distribute, modify, adapt, publicly perform, publicly display, and create derivative works of your Intercessor Content in any manner and media, whether currently known or developed in the future. It includes the right to use your Intercessor Content on social media platforms, third-party websites, and other channels. We may utilize your Intercessor Content for the operation and provision of our Site, the development and improvement of our products and services, and the advertising, marketing, and promotion of our Site, products, and services. Please note that your Intercessor Content may be used, performed, or displayed alongside other elements, materials, copyrighted works, or rights of publicity, at Votyv's discretion. Additionally, please be aware that any Intercessor Content you submit to public areas of our Site may be searched for and viewed by third parties, including Users. We may display advertising in connection with your Intercessor Content, and you acknowledge that Votyv has no obligation to you regarding such advertising (including revenue sharing). However, if you prefer that Votyv does not use, reproduce, license, distribute, publicly perform, or publicly display your Intercessor Content, including any adaptations, modifications, or derivative works thereof, in paid advertising, you may opt out of such usage. To opt out, please notify Votyv in writing at support@votyv.com using the email address associated with your account.

• b.

  License Grant to Users:

  • i.

    For each Votyv Video, you hereby grant to the User and the Recipient a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, and perpetual to use, reproduce, distribute, and publicly display the Votyv Video, in each case, solely in accordance with the Terms of Service, in any and all media, whether now know or hereafter invented or devised (including social media channels and third-party websites and platforms).

• c.

  Right to Remove User-generated Content: You understand and acknowledge that we do not have the ability to restrict the use of your Votyv Videos or other offerings by the Users or any third party with whom they have been shared (including Recipients), and we are under no obligation to remove such uses from social media channels, third-party websites, or platforms. If we intend to remove a Votyv Video or other offering from a social media channel or third-party platform, we may provide you with notification of our intention to do so. As the copyright owner of your Intercessor Content, you authorize Votyv to act as your representative to submit any DMCA notice or other demand regarding your Votyv Videos or other offerings. If you become aware that any Votyv Video is being used in violation of the Site Terms, you must promptly inform us. We will reasonably cooperate with your efforts to address the violation. However, you acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities arising from the use of the Votyv Video for any reason, including instances where such use exceeds the license granted in Section 1a(ii) or otherwise violates the Site Terms.

• d.

  License Terms: You are prohibited from selling, reselling, commercializing, or encumbering your rights in any Votyv Video or other offering, including creating non-fungible tokens ("NFTs") from any Votyv Video or other offering, unless explicitly agreed upon in writing by Votyv. It is important to note that the licenses granted in this section are fully paid and royalty-free, meaning that we do not owe you any compensation for the use of your Intercessor Content, whether by us, Users, or third parties (including Recipients), except as stated in Section 3. These licenses extend to any location in the universe. We have the right to sublicense our rights as necessary to provide and promote our Site, or in accordance with these Terms, and Users may sublicense their rights subject to the Site Terms. Lastly, these licenses are perpetual, meaning that the granted rights will continue even after you cease using our Site.

• e.

  Intercessor Content Representations and Warranties: You represent and warrant to Votyv and the User that:

  • i.

    Ownership: You affirm that you own all rights to your Intercessor Content and Feedback (as defined below) and have the authority to grant the rights outlined in these Terms.

  • ii.

    Payment Obligations: You have fulfilled, and will continue to fulfill, all financial obligations, including fees, royalties, or any other payments, associated with the use of your Intercessor Content and Feedback by us, Users, or third parties (including Recipients) as described in these Terms.

  • iii.

    Compliance: Your acceptance of these Terms and the provision of services under these Terms do not violate any agreements you may have with third parties.

  • iv.

    Intellectual Property and Legal Compliance: Your Intercessor Content and Feedback do not infringe, misappropriate, or violate any intellectual property, privacy, publicity, moral, or other rights of any third party. Furthermore, they do not contravene any laws, regulations, or court orders.

  • v.

    User Request Compliance: You will refrain from posting or publicly sharing any Votyv Video that the User has explicitly requested not to be posted on your booking page.

  • vi.

    Communication Restrictions: You will not engage in contact, response, or communication with any User you encounter on or through our Site, except as expressly permitted on our Site.

  • vii.

    Contact Information and Merchandise: You will not disclose your contact information to Users or send merchandise or any other items to a User, unless expressly allowed under these Terms.

  • viii.

    Watermark Integrity: You will not edit, alter, modify, or remove the watermark from any Votyv Video, nor will you assist or encourage any third party to do so.

  • ix.

    Prohibited Actions: You will not seek permission or request assistance from us to engage in actions prohibited by Sections 4E(4) through 4E(7) of these Terms.

  • x.

    Remaking Votyv Videos: With the exception of remaking a Votyv Video (at no additional cost to the User and without any additional payment from us) in response to a review of three stars or less, you will not remake any Votyv Video unless specifically requested by us.

  • xi.

    These representations and warranties are essential to maintaining the integrity and compliance of our platform.

• f.

  Treatment of Intercessor Content: Any Intercessor Content you provide is deemed non-confidential and non-proprietary. It is important to ensure that your Intercessor Content does not contain any information that you do not have the right to disclose or that you do not wish to be disclosed. Please note that we will not be held responsible or liable for any use or disclosure of your Intercessor Content, including any personal information included in it. You acknowledge and agree that your relationship with us is not of a confidential, fiduciary, joint-venture, employer/employee, agency, or any other special nature. By participating in our Site and submitting Intercessor Content, you understand that we treat your Intercessor Content the same way as we do with other public members. We, Users, and third parties (including Recipients) are not obligated to maintain any confidentiality with respect to your Intercessor Content, and we will not be held responsible for any use or disclosure of it.

• g.

  Refusal and Removal of Intercessor Content: We reserve the right to refuse or transmit Intercessor Content for any reason without prior notice to you. Additionally, we have the discretion to remove Intercessor Content from our Site without notifying you.

• h.

  Cancellation of Site Account: If you decide to cancel your Site account, you may request, in writing and with at least three business days' advance notice, that we cease including your Votyv Videos on our Site and refrain from making any new public use of them. However, please note that we are not obliged to remove or cease the use of your Votyv Videos by Users or any third parties with whom they have already been shared (including Recipients), including on social media channels, third-party websites, or platforms, as mentioned in Section 5c.

• i.

  Third-Party Beneficiary: The User is considered an intended third-party beneficiary of Section 5e of these Terms, and they have the full power and authority to enforce, in their own name, any rights granted to them or Votyv under that section.

5. Ownership

• a.

  Except for Intercessor Content, we or our licensors retain all rights, title, and interest in our Site, including its "look and feel," software, processes, data, text, media, HTML/CSS, JavaScript, visual design elements, and other content available on our Site (collectively referred to as "Votyv Content"). Additionally, our trademarks, logos, and brand elements ("Marks") are owned by us. Our Site, Votyv Content, and Marks are protected by U.S. and international laws. You may not duplicate, copy, sell, resell, commercialize, or reuse any part of the Votyv Content or Marks without obtaining our prior express written consent. Please note that each request or message from a User is considered a Submission owned by the User who created it, as defined in the Site Terms.

• b.

  To avoid potential misunderstandings regarding similarity between your submitted materials and our independently developed projects, we aim to clarify our position. If you provide any ideas, suggestions, proposals, plans, or other materials related to our business ("Feedback"), you acknowledge and agree that you are doing so at your own risk. Votyv has no obligation of confidentiality or privacy regarding your Feedback. Furthermore, you grant Votyv a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of, and otherwise use and exploit your Feedback in any manner, including for commercial purposes, in any and all media now known or hereinafter invented or devised.

• c.

  By submitting Intercessor Content or Feedback, you waive any moral rights that you may have in relation to them. You also represent and warrant that no third party holds any moral or other rights in the Intercessor Content or Feedback.

6. Additional Terms

Some products or services offered through the Site may have additional terms and conditions ("Additional Terms"). If Additional Terms apply, we will make them available for you to read in connection with that product or service. By using that product or service, you agree to the Additional Terms. To the extent that the Additional Terms conflict with any of these Terms, these Terms will govern unless the Additional Terms say that all or some of these Terms don't apply.

7. Eligibility

• a.

  Age Requirement: You must be at least 18 years of age to use our Site.

• b.

  Eligibility Representations and Warranties: You affirm and warrant that:

  • i.

    You have not been prohibited by us or any applicable law or regulation from accessing or using any aspect of our Site.

  • ii.

    You will adhere to all relevant terms and conditions set by any third-party payment provider selected by us, and you are not listed on any prohibited roster maintained by such payment provider.

  • iii.

    You will refrain from using the Site or any Votyv product or service for any partisan political purpose, including the promotion or solicitation of contributions for your own candidacy for public office, the candidacy of another individual seeking public office, any political party or political committee, or any other person or organization involved in the solicitation of contributions for a candidate or political party, unless you have entered into a separate agreement with Votyv governing such usage.

  • iv.

    If you feature an animal in any Intercessor Content, you will ensure the well-being and comply with all applicable laws and regulations concerning animal welfare.

  • v.

    Neither you nor any Site account under your control or creation has been previously banned or removed from our Site for any reason.

  • vi.

    You are not a convicted sex offender.

  • vii.

    By accepting these terms, you affirm the accuracy and truthfulness of these representations and warranties regarding your eligibility.

• c.

  Export Control: Certain Votyv products and services are subject to trade control laws, including export control and economic sanctions laws of the United States, the European Union, the United Kingdom, and other jurisdictions, such as the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), the International Traffic in Arms Regulations maintained by the U.S. Department of State, Regulation 2021/821 as amended (EU Dual-Use Regulation), the UK Export Control Act 2002, and the UK Export Control Order 2008 (collectively, "Trade Control Laws"). You represent and warrant that you are (1) not located in, organized under the laws of, or ordinarily resident in any country or territory subject to territorial sanctions ("Sanctioned Country"), and you are not owned by or acting on behalf of a Government subject to asset-blocking sanctions or any person or entity organized, located, or ordinarily resident in a Sanctioned Country; and (2) not a person identified on, or more than 50% owned or controlled, directly or indirectly, by or acting on behalf or at the direction of any entity identified on, U.S., E.U., U.K., or other applicable government restricted party lists, such as the Specially Designated Nationals List maintained by OFAC, the Consolidated list of persons, groups, and entities subject to EU financial sanctions, or the UK Consolidated List.
  
  You agree to comply with all applicable Trade Control Laws in your use of the Votyv Service. Specifically, you agree not to, directly or indirectly, use, sell, supply, export, reexport, transfer, divert, release, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Votyv under these Terms to any destination, entity, or person or for any end use prohibited by applicable Trade Control Laws. Votyv shall not be required to act in any way that is prohibited under applicable Trade Control Laws, and it shall be in the sole discretion of Votyv to refrain from being directly or indirectly involved in the provision of products or services that may be prohibited under applicable Trade Control Laws.

• d.

  You may not use our Site or any product or service provided by Votyv for any purpose associated with political activities. This includes, but is not limited to, promoting or soliciting contributions for your own political candidacy or that of another person, any political party or committee, or any individual or organization that seeks to promote or solicit contributions for a political candidate or party.

8. Copyright and Intellectual Property Policy

Votyv respects copyright laws, including the Digital Millennium Copyright Act (DMCA), and takes appropriate measures to promptly address any known instances of copyright infringement on our Site. In cases where Votyv becomes aware of repeated copyright infringement by a user, we will take reasonable actions within our authority to terminate the user's account. If you believe that any content on our Services infringes upon your copyrighted work, please utilize the reporting form accessible through our dedicated tool or alternatively, file a notice with our designated agent at the following address: Votyv Inc., Attn: Copyright Agent, [Address], [City], [State], [ZIP Code], email: [email address]. Please ensure that you only use this email address specifically for reporting copyright infringement, as any other emails sent to this address will be disregarded. To report other types of infringement on our Services, please utilize the appropriate tool accessible on our platform. When filing a notice with our Copyright Agent, it must adhere to the requirements set forth in Section 512(c)(3) of Title 17 of the United States Code (U.S.C.).

This means that the notice should:

• i.

  Include the physical or electronic signature of a person authorized to act on behalf of the copyright owner;

• ii.

  Identify the copyrighted work that is claimed to have been infringed;

• iii.

  Specify the material that is claimed to be infringing or the subject of infringing activity, along with sufficient information to allow us to locate the material;

• iv.

  Provide your contact details, including your address, telephone number, and email address;

• v.

  Include a statement asserting, under penalty of perjury, that you have a good-faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

• vi.

  Affirm that the information provided in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Copyright Agent:

Votyv, Inc.
750 N. San Vicente Blvd., Ste 800 West
West Hollywood, CA 90069
support@votyv.com

If you do not follow these requirements, your notice may not be valid. Please note, only notices of alleged copyright infringement should be sent to our Copyright Agent.

Termination Policy: If we determine that you are a repeat infringer, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), and take other appropriate action in our sole discretion.

9. Privacy

Your privacy is important to us. Our Privacy Policy explains how we collect, use, and share personal information and other data. By using our Site, you agree to our Privacy Policy.

10. Third-Party Content and Interactions

Our Site may provide access to third-party content and features that are independent of Votyv. This includes Intercessor Videos, websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products, or services, as well as interactions with third parties, including Users. The content and interactions facilitated through these third-party elements are the sole responsibility of the individuals involved. Votyv is not liable for the content or outcomes of these interactions, but we may choose to intervene in certain situations at our discretion. If we do intervene, you agree to cooperate with Votyv. You acknowledge that Votyv is not responsible for any damages, losses, costs, expenses, or liabilities resulting from such interactions, including requests or Submissions from Users. You agree to communicate with Users regarding matters related to our Site only through the Site's designated channels. By using our Site, you release each Votyv Party from any claims, demands, or damages, known or unknown, arising from such interactions or our Site. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SIMILAR APPLICABLE STATE STATUTE), WHICH PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

11. Business Relationship with Votyv

• a.

  You and Votyv agree and declare that you have a direct business relationship, and the relationship between the parties, including these Terms, is solely an independent contractor relationship. It is the parties' express intent that their relationship be interpreted and held to be that of an independent contractor for all purposes. You acknowledge and agree that you are not a joint venturer, franchisee, partner, agent, or employee of Votyv, and you will not represent yourself as such. As an independent contractor using our platform to provide marketing, artistic, writing, and photography services to Users, you are solely and exclusively responsible for determining the manner, method, details, and means of your performance under these Terms, and you acknowledge and agree that Votyv does not control those elements of your performance. You also retain the option to accept, decline, or ignore any User request. Votyv has no right to, and will not, control the manner or determine the method of accomplishing your performance. You represent and warrant that you are engaged in a customarily established trade, occupation, or business.

• b.

  As between Votyv and you (whether an Intercessor User, parent or legal guardian of an Intercessor User, an Organization, Affiliated Intercessor, Votyv Partner, or otherwise), you assume sole liability and responsibility for all applicable contributions, payments, taxes, and deductions required by law, regulation, or any labor union, including but not limited to Social Security, retirement or other benefits, healthcare insurance, unemployment insurance, annuities, pension and welfare fund payments, withholding, and income taxes. You agree to make any necessary reports as a result of your participation on our Site under these Terms.

• c.

  You will use your own equipment to fulfill your obligations under these Terms.

• d.

  You are solely responsible for making any required disclosures under applicable laws, regulations, court orders, or agreements you may have with third parties regarding your performance under these Terms.

• e.

  Your direct business relationship with Votyv is non-exclusive, allowing you to provide similar services to third parties, including Votyv's competitors, and engage in other business or employment activities. Similarly, Votyv may engage third parties to provide services similar to those you offer under these Terms.

12. External Links

Our Site may contain links to third-party websites or social media platforms. You acknowledge and agree that:

• i.

  These links do not imply our endorsement or affiliation with the linked websites or platforms.

• ii.

  We are not responsible or liable for any damages or losses resulting from your use of these third-party websites or platforms.

• iii.

  It is your responsibility to review the terms and conditions and privacy policy of any linked website or platform before using it.

Please note that we do not control or endorse the content of these third-party websites or platforms. Any financial transactions or charges associated with them are not our responsibility. Accessing these websites or platforms is done at your own risk.

13. Changes to our Site

You acknowledge and agree that we reserve the right to change or discontinue any aspect of our Site at any time, without prior notice to you.

14. Termination and Reservation of Rights

While we hope you continue to enjoy Votyv, you can terminate these Terms at any time and for any reason by deleting your Votyv account or reaching out to us at support@votyv.com. We may terminate or temporarily suspend your access to the Services if you fail to comply with these Terms, our Community Guidelines, or the law, for reasons beyond our control, or for any other reason, without advance notice. This means that we may terminate these Terms, cease providing you with all or part of the Services, or impose new or additional limitations on your use of our Services. While we will attempt to provide reasonable notice in advance, we cannot guarantee notice in all circumstances. For instance, we may deactivate your account due to prolonged inactivity and reserve the right to reclaim your username at any time for any reason.

15. Disclaimers and Limitations on our Liability

• a.

  You acknowledge and agree that your use of our Site is at your own risk and that our Site is provided on an "as is" and "as available" basis. To the extent permitted by applicable law, the Votyv Parties disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of the course of dealing or usage of trade.

• b.

  In particular, the Votyv Parties make no representations or warranties about the accuracy or completeness of content available on or through our Site or the content of any social media platform or third-party website linked to or integrated with our Site. You acknowledge and agree that the Votyv Parties will have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of our Site; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Site; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content or the use of any content posted or shared through our Site.

• c.

  You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including a User request, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Site, including through an Intercessor's service, will create any warranty not expressly made by us.

• d.

  You acknowledge and agree that when using our Site, you will be exposed to content from a variety of sources, and that Votyv is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and do hereby waive, any legal or equitable rights or remedies you have or may have against any Votyv Party with respect thereto.

• e.

  To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any Votyv Party be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability, or otherwise, and whether or not Votyv has been advised of the possibility of such damages.

• f.

  To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, including from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by Votyv from you during the 12 months preceding the claim giving rise to such liability.

• g.

  Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.

• h.

  You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between Votyv and you.

16. Indemnification

You agree to indemnify, defend, and hold harmless Votyv and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners, and licensors (each, a "Votyv Party," and collectively, "Votyv Parties") from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys' fees and costs) of any kind or nature, arising from, out of, in connection with, or relating to: (a) these Terms; (b) use of our Site; (c) your negligence, misconduct, or fraud; (d) any action or inaction by you or anyone acting on your behalf; (e) any Organization or Affiliated Intercessor; (f) any Charity; (g) your status as a parent or legal guardian of an Intercessor User; (h) Intercessor Content; (i) Feedback; (j) your eligibility with any association, group, authority Votyv may select counsel and control the defense of any claim that you are indemnifying. You will reasonably cooperate with us in connection with any claim.

17. Arbitration Agreement and Waiver of Certain Rights

• a.

  Arbitration: You and Votyv acknowledge and agree that any disputes between you and Votyv arising from or relating to these Terms or our Site will be resolved through binding and final arbitration instead of court proceedings. By agreeing to this Arbitration Agreement, you and Votyv waive the right to a jury trial for any controversy, claim, counterclaim, or dispute ("Claim") between you and Votyv. All Claims will be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association ("AAA Rules"). The arbitration will be conducted by a single arbitrator, and the arbitrator's decision will be final and binding. The arbitration will be kept confidential, and the existence of the proceeding and any related documents or information will not be disclosed beyond the arbitration proceedings, unless required by law or regulations.

• b.

  Costs and Fees: If you demonstrate that the costs of arbitration would be prohibitively high compared to litigation costs, Votyv will pay the necessary administrative costs and arbitrator's fees to prevent the arbitration from being financially burdensome. The arbitrator may allocate the costs and compensation among the parties as deemed appropriate.

• c.

  No Preclusions: This arbitration agreement does not prevent you or Votyv from seeking action through government agencies or bringing qualifying Claims in small claims court. Additionally, you and Votyv retain the right to seek provisional relief from a court of competent jurisdiction, such as pre-arbitral attachments or preliminary injunctions, without waiving the right to arbitration.

• d.

  No Class Representative or Private Attorney General: Neither you nor Votyv may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Each Claim must be arbitrated on an individual basis, and the arbitrator may not consolidate or join similar Claims from other individuals or parties.

• e.

  Severability/No Waiver/Survival: If any provision of this Arbitration Agreement is found to be invalid or unenforceable, it will be modified to reflect the original intent to the fullest extent possible or severed if modification is not feasible. No waiver of any provision of this Arbitration Agreement will be effective unless it is in writing and signed by the waiving party. The waiver of a right or requirement under this Agreement will not waive or affect any other provision. This Arbitration Agreement will survive the termination of your relationship with Votyv.

• f.

  30-Day Opt-Out Right: You have the right to opt out of this Arbitration Agreement by sending a written notice within 30 days after first becoming subject to it. The opt-out notice must be addressed to Guidon Group LLC. dba Votyv at 750 N. San Vicente Blvd., Ste 800, West Hollywood, CA 90069. Please include your name and address, any usernames, each email address associated with your account, and a clear statement expressing your decision to opt out. If you opt out, the other parts of these Terms will still apply to you. Opting out of this Arbitration Agreement does not affect any other arbitration agreements you may have with us.

• g.

  LIMITATIONS: This Arbitration Agreement limits certain rights, including the right to bring court actions, the right to a jury trial, the right to participate in class or representative claims, the right to extensive discovery (subject to AAA rules), and certain remedies and forms of relief available in court. Furthermore, some rights that you or Votyv would have in court may not be available in arbitration.

• h.

  Note: The address for the opt-out notice should be Guidon Group LLC. dba Votyv, 750 N. San Vicente Blvd., Ste 800, West Hollywood, CA 90069.

18. Other Provisions

• a.

  Force Majeure: In no event will Votyv be liable to you, or be deemed to have breached this Agreement, for any failure or delay in performing our obligations under this Agreement, if and to the extent such failure or delay is caused by any of the following events (each a "Force Majeure Event"): flood, fire, earthquake, explosion, pandemic, war, terrorism, cyber terrorism, or other comparable criminal or willful acts (including third-party hackers or other third-party malicious acts), invasion, riot, or other civil unrest, strikes, labor stoppages or slowdowns, failure of our suppliers to supply necessary goods or services to us, passage of applicable law, any action taken by a government authority or other public authority (such as imposing an embargo), or international, national, or regional shortage of adequate power, telecommunications capacity, or transportation. In allocating the risk of delay or failure of performance of a party's respective obligations under this Agreement, the parties have not considered the possible occurrence of any of the events listed herein or any similar or dissimilar events beyond their control, irrespective of whether such listed, similar, or dissimilar events were foreseeable as of the date of this Agreement.

• b.

  Choice of Law and Jurisdiction: Except to the extent they are preempted by U.S. federal law, the laws of California, other than its conflict-of-laws principles, govern these Terms and any claims and disputes (whether contract, tort, or otherwise) arising out of or relating to these Terms or their subject matter. You agree that any action of whatever nature arising from or relating to these Terms or our Site will be filed only in the state or federal courts located in Los Angeles, California.

• c.

  Severability: If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions.

• d.

  No Waiver or Amendment: If we do not enforce a provision in these Terms, it will not be considered a waiver.

• e.

  Assignment: We reserve the right to transfer our rights under these Terms and provide the Services using another entity, provided that entity upholds these Terms. You may not transfer any of your rights or obligations under these Terms without our consent. We reserve all rights not expressly granted to you.

• f.

  Miscellaneous: The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.

19. Changes to these Terms

Votyv reserves the right to modify these Terms. In the event of any changes, we will publish the updated Terms on our Site and indicate the "Last Updated" date at the beginning of the document. If you accept the revised Terms, such acceptance may occur when creating a new account, logging into an existing account, or continuing to use our Site after the revised Terms have been posted. The revised Terms will take immediate effect upon acceptance. Alternatively, if you do not accept the revised Terms, they will become effective 30 days after being posted.

Additional Intercessor Terms

PLEASE CAREFULLY REVIEW THE FOLLOWING TERMS. By offering or using the product or service, you agree to comply with the specific additional terms that apply (referred to as "Additional Terms") as described in Section 6 of the Intercessor Terms of Service ("Intercessor Terms"). These Additional Terms are incorporated into and governed by the Intercessor Terms. Any terms defined in the Intercessor Terms or the Site Terms of Service ("Site Terms") will have the same meaning in these Additional Terms.

We may update these Additional Terms periodically. If any changes are made, we will provide notice by posting them on our Site and updating the "Last Updated" date. The revised Additional Terms will become effective immediately. By offering or using the relevant product or service, or continuing to offer or use it, you confirm that you have read, understood, and agreed to these Additional Terms.