Terms of Services

1. Introduction

These Terms of Service constitute a legally binding agreement (“Agreement”) between You (whether as Content Provider or LBVR Operator, each as defined below (“You” “Your”, “User” or as applicable, “Content Provider” or “LBVR Operator”), and ARVI VR Inc., a Delaware corporation whose registered office is at 108 West 13th St, Wilmington, Delaware, 19801, USA (“We”, “Us” or “ARVI”) and set forth general terms and conidiations for use of and access to this website and all corresponding webpages associated therewith (“Sites”) and our virtual reality platform and management system (“Platform”) and our corresponding services (“Services”).

The Platform and Services covered by the Agreement include (i) the portal through which Content Providers may upload, store or otherwise make available their Content (as defined below) to LBVR Operators, and LBVR Operators may download and otherwise access Content (ii) the cloud-based database where Content or access key to Content is stored and available to LBVR Operators, (iii) other tools, features or feasibility provided by ARVI to Content Providers and LBVR Operators.

2. Acceptance

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR CONTINUING TO USE THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

We may modify this Agreement from time to time. You are free to choose to accept a modified version of this Agreements or not, but accepting this Agreements, as modified, is required for You to continue using the Services. You may have to “accept” or “agree” to show Your acceptance of any modified version of this Agreement. If You do not agree to the terms of any modified version of this Agreement, You must terminate Your use of the Services. 

3. Eligibility

The Sites, Platform and Services are for use of Content Providers and LBVR Operators only. You represent and warrant that You are either Content Provider or LBVR Operator. The person accepting this Agreement on Your behalf represents and warrants that he/she has the authority to bind You to the terms of this Agreement.

4. Definitions and Interpretations

The following terms will have the following meanings as used in this Agreement:

“ARVI Content License” means the license agreement between ARVI and LBVR Operator concerning use of ARVI’s Content and other ARVI’s intellectual property. ARVI Content License executed by ARVI and LBVR Operator is placed on User Account of such LBVR Operator.

“ARVI IP” has the meaning set forth in Section 7 hereof.

“ARVI Platform Service Agreement” means the agreement between ARVI and Content Provider setting certain specific terms and conditions for relations between ARVI and Content Provider regarding the Services. In case of discrepancy between the Terms and ARVI VR Platform Service Agreement, the latter shall prevail. ARVI Platform Service Agreement executed by ARVI and Content Provider is placed on User Account of such Content Provider.

“ARVI TM” has the meaning set forth in Section 7 hereof.

“Content” means the virtual reality game, including pertinent software, data, graphics, images, audio-visual and audio-only content, corresponding updates, supporting information and documentation.

“Content Fee” has the meaning set forth in Section 8 hereof.“Content License” means the terms and conditions for commercial use of Content by LBVR Operator. 

“Content Provider” means a developer or distributor of Content that offers or makes available such Content on or through the Platform.

“LBVR Operator” means a corporation, company, partnership or sole proprietorship owning and operating a location-based virtual reality gaming center, hall, room, other establishment or venue.

“Net Content Fee” has the meaning set forth in Section 8 hereof.

“Service Fee” has the meaning set forth in Section 8 hereof.

“Third-Party Materials” has the meaning set forth in Section 12 hereof.

“Third-Party Services” has the meaning set forth in Section 12 hereof.

“User Account” has the meaning set forth in Section 5 hereof.

“User Credentials” has the meaning set forth in Section 5 hereof.

“VR Location” means a location-based virtual reality gaming center, hall, room or other establishment or venue.

For purposes of this Agreement: (i) the words "include," "includes" and "including" are deemed to be followed by the words "without limitation"; (ii) the word "or" is not exclusive; and (iii) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. Words used in the singular, where the context so permits, shall be deemed to include the plural and vice versa. The definitions of terms in the singular herein shall apply to such terms when used in the plural where the context so permits and vice versa.

5. User Account

To access and use certain content, features, tools and functionality of the Platform, including to upload or access Content, You must register for an account (“User Account” or “Account). You will register for a User Account by creating a username and password combination (“User Credentials” or “Credentials”) and providing certain personal information. Depending on the type of user You are (e.g., Content Provider, Operator), We may ask You to provide additional information (e.g., W-9 form, W-8 form, billing address, etc.) and initiate an approval process. We collect, use and store such information in accordance with our Privacy Policy. You are solely responsible for providing and maintaining the accuracy and content of Your information. You are also responsible for maintaining the strict confidentiality of Your User Credentials and You are responsible for any access to or use of the Platform by You or any person or entity using Your User Credentials. You agree to immediately notify Us of any unauthorized use of Your User Credentials or User Account or any other breach of security. You are solely responsible for (a) control of the dissemination and use of Your User Credentials and User Account; (b) control of access to Your User Credentials and User Account; and (c) termination of Your User Account for Platform. We reserve the right to deny access, use and registration privileges to You if We believe You have provided inaccurate information or if there is a question about the identity of the person trying to access the Platform. We shall not be responsible or liable for any loss or damage arising from Your failure to comply with this Section 5.

6. Content

Content available on or through the Platform includes ARVI’s Content and third-party Content (Content of Content Providers).

To upload Content to the Platform or otherwise make it available on or via the Platform and use other Services available for Content Providers each Content Provider shall enter into ARVI Platform Service Agreement with ARVI. Content Provider will be responsible for uploading Content to the Platform through its User Account and submitting all required information and documentation required to use such Content including, but not limited to a Content License, any compatibility requirements, health and safety information, and accuratelydisclosing all permissions and consents necessary for Content to function. Any Content that is not properly uploaded or otherwise fails to comply with these requirements or any other requirements in this Agreement may not be available through the Platform. Content Provider is solely responsible for content of its Content, its uploading, offering and supporting on the Platform, for ensuring Content’s compatibility with the virtual reality products and services for which such Content is intended, and Content Provider must clearly communicate any compatibility or other requirements which are necessary for users of Content. Content Provider must determine the countries in which its Content may be available or choose countries or territories in which Content must not be available. Content Provider must ensure that Content and Content License and all related information comply with all applicable country specific laws and regulations. Content and the use of the Platform by Content Provider must comply with all applicable laws and regulations including any laws regarding content and age rating, and the export of data or software to and from all relevant countries.

Each Content placed on or available via the Platform is subject to Content License provided by appropriate Content Provider. To download or otherwise access Content available on or via the Platform LBVR Operator must accept appropriate Content License. ARVI’s Content is subject to ARVI Content License. To download or otherwise access ARVI’s Content LBVR Operator must enter into ARVI Content License.

LBVR Operator shall use Content in accordance with the terms and conditions of appropriate Content License or ARVI Content License as the case may be. The availability and use of Content will be terminated if Content Provider or ARVI terminates its Content License or ARVI Content License respectively. Save for ARVI Content License, We are not a party to a Content License and shall have no obligations or liabilities thereunder.

LBVR Operator is solely responsible for the use of Content. LBVR Operator shall observe all compatibility, age, health and safety requirements for Content determined by Content Provider. LBVR Operator must not modify any age, health or safety requirements established for Content by Content Provider or ARVI. Any violation of Content License or ARVI Content License may result in termination of appropriate license and the right to use appropriate Content as well as other consequences.

7. ARVI Intellectual Property Rights

Save for Content uploaded to the Platform or otherwise made available on or through the Platform by Content Providers, ARVI owns or otherwise has the necessary rights to the Platform including all its content (e.g., audio-visual content, photographs, audio, video, images, illustrations, graphics, documents, software, data, other materials) displayed on or otherwise made available or accessible through the Platform (collectively, “ARVI IP”). We retain all right, title and interest in ARVI IP and any intellectual property rights therein. When You use the Platform, You do not acquire any ownership of any such ARVI IP.

The trademarks, brands, logos and trade names of ARVI (collectively “ARVI TM”) displayed on the Sites or Platform are registered and/or unregistered intellectual property of ARVI and may not be used for any purpose without our prior written consent or license.

Except as We expressly permit in a separate agreement, You may not download, display, copy, distribute, modify, perform, transfer, create derivative works from, sell, or otherwise exploit any ARVI IP. The framing or scraping of or in-line linking to ARVI IP, and/or the use of webcrawler, spidering or other automated means to access, copy, index, process and/or store any ARVI IP, other than as expressly authorized by Us, is prohibited. Additionally, You are not permitted to alter, delete or conceal in any manner any copyright, trademarks, or other notices contained on the Platform or ARVI IP.

We own all statistical data and information, and any derivatives or aggregations thereof, in any form or medium, that is collected by the Platform including any data and information derived, processed or generated by the Platform based on User’s use of and access to the Platform (collectively “Data”). No rights or licenses are granted to You to use the Data under this Agreement, except as expressly set forth in a ARVI Platform Service Agreement or ARVI Content License and We reserve all rights, title, and interest therein.

Any unauthorized or prohibited use of any ARVI IP, ARVI TM or Content may violate or infringe copyright and other laws of the United States and other countries, as well as applicable local and state laws, and may subject You to liability for such unauthorized use.

8. Fees

Access to and use of Content by LBVR Operator is subject to a fee established by Content Provider or ARVI as displayed on the Platform. 

Each Content Provider shall select, through the Platform, the pricing to be charged for use of its Content (“Content Fee”). The Content Fee will be the amount charged to LBVR Operator for use of such Content at LBVR Operator’s VR Location. Content Provider may change the Content Fee by editing the Content Fee in its User Account pursuant guideline and restriction of the Platform. Content Fee payable by LBVR Operator will be collected by ARVI. 

Use of the Platform by Content Provider for distributing or otherwise making their Content available thought the Platform is subject to a fee established in ARVI Platform Service Agreement to be concluded with each Content Provider (“Service Fee”). Pursuant to ARVI Platform Service Agreement, ARVI will deduct from the Content Fee collected by ARVI from LBVR Operators all applicable taxes and other statutory charges (“Taxes”) and Service Fee. Then ARVI will remit the net amounts of such Content Fee (“Net Content Fee”) to appropriate Content Provider.

Unless otherwise agreed in ARVI Platform Service Agreement, for any instance of Content that is not made available to LBVR Operators via the Platform, ARVI shall not be responsible for collecting any fees or paying any Net Content Fee for use of that instance of Content. ARVI reserves the right to change the Services Fee pursuant to appropriate ARVI Platform Service Agreement. If Content Provider does not wish to pay any increased fees, such Content Provider may opt-out of using the Platform.

ARVI may set in ARVI Platform Service Agreement a minimum threshold amount for Net Content Fee. If the Net Content Fee owed to Content Provider at the end of any reporting period are below the minimum threshold amount, then ARVI shall not be required to pay such Net Content Fee until such time as the Net Content Fee due to appropriate Content Provider meets or exceeds are the minimum threshold amount.

Use of the Platform by LBVR Operator for launching and/or operating Content is subject to a fee established by ARVI (“Platform Fee”).

The Platform Fee, whether subject to a discount or free trial, shall be listed in User Account of each LBVR Operator and due and payable to ARVI on the dates set forth in such User Account. ARVI reserves the right to change the Platform Fee. If LBVR Operator does not wish to pay the increased fees such LBVR Operator may opt-out of using the Platform.

Certain features and functionalities including third party services (“Additional Services”) may be available for an additional fee. Such fee will be displayed within Your User Account, on the Sites or prior to Your purchase of such Additional Services. ARVI reserves the right to increase the fees associated with Additional Services. If You do not wish to pay the increased fees You may opt-out of using the applicable Additional Services.

Subscriptions for which subscription fees are prepaid, shall terminate at the end of the subscription term (except as otherwise provided herein). There shall be no refunds of subscription fees (except where required by law).

9. Taxing

ARVI may report revenue from Content distributing or otherwise making available through the Platform to the relevant tax authorities and collect and remit certain Taxes where required by applicable law. If ARVI, under mandatory tax law in the jurisdiction in which the payment is made, is required to withhold certain Taxes from the Net Content Fee due to Content Provider, ARVI may deduct such mandatory Taxes to the extent required under the applicable tax law and remit such Taxes to the appropriate tax authority. ARVI shallprovide Content Provider with copies of all necessary documents (e.g., tax receipts received from the applicable tax authority) for such Content Provider to be able to claim and receive any appropriate tax credit.

10. Reporting

For LBVR Operators, ARVI will generate and provide each LBVR Operator, at least monthly, through the User Account with an invoice for applicable fees, including Content Fee and Platform Fee payable by such LBVR Operator.

For Content Providers, ARVI will generate and provide each Content Providers, at least monthly, through their User Accounts, with a report showing the Content Fee for its Content collected by ARVI, applicable Taxes and Service Fee, and other information used for calculation of Net Content Fee payable to such Content Provider.

By using the Platform, LBVR Operator grants ARVI the right to track, monitor and collect information and Data generated via the Platform, including that related to such LBVR Operator’s use of Content, which shall be determined by ARVI in its sole discretion from time to time.

11. Licenses

Subject to and conditioned on Your compliance with the terms and conditions of this Agreement and other agreement between Your in capacity of either Content Provider or LBVR Operator and ARVI, ARVI grants a personal, non-exclusive, non-assignable, non-transferable, and limited right and license to use and access the Platform.

Prior to download or otherwise access any Content, LBVR Operator shall read and accept Content License proposed by appropriate Content Provider.

To download or otherwise access ARVI’s Content available on or through the Platform LBVR Operator must enter into ARVI Content License.

To use certain ARVI’s software available on or through the Platform You must read and accept an appropriate end user license agreement provided with such software.

12. Third-Party Services and Third-Party Materials

Your use of any third-party’s websites (whether in the form of a hyperlink or redirect), platforms, tools or services (“Third-Party Services”) referenced or included anywhere in connection with the Platform does not constitute an endorsement by, nor does it incur any obligation, responsibility or liability on the part of ARVI. Your use of the Third-Party Services is governed by the terms and conditions between You and the Third-Party Service. ARVI reserves the right to restrict Your access to or the availability of any Third-Party Services that You access via the Platform. If any Third-Party Services You interact with obtains or collects personal information from You, in no event shall ARVI assumes or has any responsibility or liability. Accordingly, ARVI encourages You to be aware when You leave the Platform and/or use Third-Party Services and to read the applicable terms and conditions and privacy policy of each Third-Party Service You use.

You acknowledge and agree that by accessing or interacting with the Platform, some third-party materials and information, including any software (e.g., the SteamVR® provided by Valve Corporation), components, accounts, licenses, advertisements, documents, data, content, specifications, products, games, equipment or components that are used in conjunction with, or of or relating to the Platform, or use in connection with the Platform (collectively, “Third-Party Materials”) may be displayed, viewed, accessed or provided in connection with Your use of the Platform and/or Content. ARVI does not own or control any Third-Party Materials and ARVI shall not incur any obligation, responsibility or liability in connection with such Third-Party Materials.

13. Assignment

This Agreement, and any rights, licenses and privileges granted herein, may not be transferred or assigned by You, but may be assigned or transferred by ARVI without restriction, notice or other obligation to You.

14. Term and Termination 

This Agreement shall commence on the date You begin using the Services and shall continue until terminated under the terms of this Agreement.

Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (i) makes a general assignment for the benefit of creditors; (ii) becomes the subject of an involuntary petition in bankruptcy that is not dismissed within 30 days; (iii) files any voluntary petition in bankruptcy; or (iv) has a receiver, trustee, or custodian or similar agent appointed for its business.

ARVI may terminate this Agreement with You upon written notice to You at any time. Subject to the terms and conditions of this Agreement, upon termination, ARVI may disable Your access to Your User Account.

LBVR Operator may terminate this Agreement at any time, without prior notice to ARVI, by disabling its Account via the Platform. Except as may be expressly set forth herein or other agreement between You and ARVI, upon disabling User Account and/or other termination of this Agreement by LBVR Operator for any reason, such LBVR Operator will no longer be able to use the Platform. Upon termination of this Agreement, all licenses granted to such LBVR Operator by ARVI shall terminate.

Nothing herein precludes LBVR Operator from using Content upon termination of this Agreement (subject to maintaining a valid Content License) provided that You does not use the Platform in connection with such continued use.

Content Provider may terminate this Agreement by providing ARVI 30 days prior written notice. From the date of such written notice and prior to termination date, Content Provider may continue to interact with the Platform, provided however, Content Provider shall not upload any new Content, change any Content Fee. Content shall remain on the Platform for the 30-day period, ARVI shall continue to track usage, collect fees and pay such Content Provider any Net Content Fee due prior to termination. ARVI shall notify LBVR Operators that appropriate Content shall be removed from the Platform. Upon expiration of the 30 day period, this Agreement shall terminate.

Upon termination of this Agreement with a Content Provider for any reason ARVI shall disable Content Provider’s access to its Account (and any information contained therein) and Content Provider shall not access the Platform and all licenses granted by ARVI to Content Provider shall terminate. ARVI shall cease tracking usage of and collecting any Content Fee for any further use of Content of such Content Provider and remove its Content from the Platform. Any fees due from such Content Provider prior to termination shall remain payable to ARVI and any fees due from ARVI to that Content Provider prior to termination shall remain payable. ARVI shall be permitted to retain any Data it has collected relating to Content of such Content Provider.

15. Indemnity

You agree to indemnify, defend and hold ARVI and its affiliates, and their respective successors and assigns, present and former directors, officers, employees, representatives, agents, licensors, partners, suppliers and service providers harmless from any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees), arising in any way out of or in connection with (a) Your use of the Platform or Services; (b) Your breach or violation this Agreement; or (c) Content uploaded to the Platform or otherwise accessible or used through the Platform. ARVI reserves the right to assume the exclusive defense and control of any matter subject to indemnification by You and all negotiations for its settlement or compromise, and You agree to fully cooperate with ARVI upon ARVI’s request.

16. Disclaimer

YOUR ACCESS AND USE OF THE PLATFORM AND OUR SERVICES MAY BE SUBJECT TO INTERRUPTIONS, LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT WITH THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, THIRD-PARTY SERVICES AND THIRD-PARTY MATERIALS, AND ARVI IS NOT RESPONSIBLE FOR ANY INTERRUPTIONS, LIMITATIONS, DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROMSUCH PROBLEMS. YOUR USE OF THE PLATFORM OR ANY ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. EXCEPT FOR ANY WARRANTIES BY ARVI EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PLATFORM, SERVICES, CONTENT AND ARVI IP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR STATEMENTS OF ANY KIND, EXPRESS OR IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ARVI NOR ANY PERSON ASSOCIATED WITH ARVI MAKES ANY STATEMENT, WARRANTY, OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM, SERVICES, CONTENT OR ARVI IP. WITHOUT LIMITING THE FOREGOING, NEITHER ARVI OR ANY PERSON ASSOCIATED WITH ARVI MAKES ANY STATEMENT, WARRANTY, OR REPRESENTATION THAT THE FEATURES AND FUNCTIONS CONTAINED IN THE PLATFORM, SERVICES, CONTENT OR ARVI IP WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS OR THAT THE OPERATION OF THE PLATFORM, SERVICES, CONTENT OR USE OF THE ARVI IP WILL BE UNINTERRUPTED OR ERROR FREE OR INTEROPERABLE OR COMPATIBLE WITH OTHER SOFTWARE OR SERVICES, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM, SERVICES, CONTENT OR ARVI IP WILL BE UPDATED, UPGRADED OR IMPROVED, THAT THE PLATFORM, SERVICES, CONTENT OR ARVI IP ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ARVI HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE, TITLE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. NO VERBAL OR WRITTEN REPRESENTATIONS, INFORMATION OR ADVICE GIVEN BY ARVI OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY EXPRESS WARRANTIES MADE BY ARVI IN THIS AGREEMENT.

17. Limitations of Liability

IN NO EVENT SHALL ARVI, OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS, OR EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY DAMAGES WHATSOEVER, INCLUDING: (I) LOSS OF PRODUCTION, USE, BUSINESS, INCOME, REVENUE, PROFIT, OR DIMINUTION IN VALUE; (II) IMPAIRMENT, INABILITY TO USE, LOSS, INTERRUPTION, OR DELAY OF THE PLATFORM OR SERVICES; (III) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (IV) ANY LOSS, DAMAGE OR IMPAIRMENT DUE TO ANY CLAIMS OR ACTIONS FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING OUT YOUR USE OR ACCESS TO THE PLATFORM OR SERVICES (INCLUDING ANY INJURY OR PROPERTY DAMAGE THAT OCCURS AT AN OPERATOR’S VR LOCATION); OR (V) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES (INCLUDING SUCH LOSSES IDENTIFIED IN (I) – (IV) OF THIS PROVISION TO THE EXTENT THOSE LOSSES OR PORTIONS THEREOF ARE NOT DIRECT LOSSES), REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF ARVI AND ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED EITHER $300.00 OR THE AMOUNT OF FEES PAID TO ARVI DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM OR ACTION AROSE, WHICHEVER IS LESS. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 

18. Modifications

We may modify this Agreement from time to time, and at any time, without notice to You, for any reason, in our sole discretion. We may post or display notices of material changes on the Sites and/or notify You viaYour User Account. The form of such notice is at our discretion. Once We post or make them available on the Site, these changes become effective immediately and if You use the Platform after they become effective it will signify Your agreement to be bound by the changes. We recommend that You check back frequently and review this Agreement regularly so You are aware of the most current rights and obligations that apply to You.

19. Governing Law

This Agreement shall be governed and interpreted by the laws of New York, USA, without giving effect to any choice or conflict of law provision.

20. Miscellaneous

Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfil its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement shall not be affected and will continue in full force and effect.

Survival; Claims; Waiver. Any provision which must survive in order to allow Us to enforce its meaning shall survive the termination of this Agreement; however, no action arising out of this Agreement or Your use of the Platform, Sites, Services, Content or ARVI IP, regardless of form or the basis of the claim, may be brought by You more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such case arose). The failure of ARVI to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision.

Force Majeure. In no event will ARVI be liable or responsible to You, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by any circumstances beyond ARVI's reasonable control ("Force Majeure Event"), including service interruptions by third-party providers, denial of service attacks, acts of God, war, riot, fires, floods, epidemics, pandemics, or failure of public utilities or public transportation systems, or national or regional shortage of adequate power or telecommunications systems. Either party may terminate this Agreement if a Force Majeure Event continues substantially uninterrupted for a period of thirty (30) days or more.

Export Regulations. ARVI is subject to regulation by the agencies of the U.S. Government, including the U.S. Department of Commerce and State, which prohibit export or diversion of certain technological products to certain countries. You shall comply in all respects with all applicable export and re-export restrictions and not permit anyone to use or access the Services in a U.S. embargoed country or in violation of any U.S. export law or regulation. You also agree to indemnify, defend, and hold ARVI harmless from any loss, damages, liability, or expenses incurred by ARVI as a result of Your failure to comply with any export regulations or restrictions.