VELA™ MOBILE APP

End User License Agreement

VELA Education Fund (“we”, “us” or “our”), through the VELA app, provides a platform for founders and families to connect, share information, and explore educational opportunities (the “Services”). This End User License Agreement (“EULA”) governs your (“you”, “your”, or “User”) use of the VELA: Own Your Education ^TM mobile app software (“Mobile App”) designed to operate on your smartphone, tablet or other mobile computing device (“Mobile Device”) and Services we provide through the Mobile App. This EULA includes and incorporates by reference our Mobile App privacy policy as updated from time to time (“Privacy Policy”).

BY CLICKING THE “I AGREE”, OR DOWNLOADING AND INSTALLING OR USING THE MOBILE APP, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT (A) IF YOU ARE OVER THE AGE OF EIGHTEEN, YOU HAVE READ, UNDERSTAND, AND ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS, OR (B) IF YOU ARE UNDER THE AGE OF EIGHTEEN, YOUR PARENT OR GUARDIAN HAS REVIEWED CONSENTED TO THIS AGREEMENT AND YOUR USE OF THE MOBILE APP AND OUR SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE MOBILE APP, OR, YOU SHOULD DELETE IT FROM YOUR MOBILE DEVICE.

IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT USE THE MOBILE APP. IMPORTANT: THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION, AND ALSO CONTAINS A CLASS ACTION WAIVER. Please carefully review Sections 25 and 26 of this EULA for more information.

1. Changes to the EULA.

A. We regularly update and improve the Mobile App, and may at times remove features in order to improve your ability to use the Mobile App. Because we are constantly trying to improve our Mobile App, this EULA may also need to change. If this EULA is modified, you will be required to consent (via a click-through screen) to the updated EULA when you login and before you can proceed to use the Mobile App. By continuing to use the Mobile App following any such modification, you accept and agree to be bound by such modifications. IF ANY MODIFICATION IS NOT ACCEPTABLE TO YOU, YOUR SOLE AND EXCLUSIVE REMEDY AND RECOURSE IS TO DISCONTINUE USE OF THE MOBILE APP. If you don’t agree with the new EULA, you are free to reject them; unfortunately, that means you will no longer be able to use the Mobile App. If you use the Mobile App in any way after a change to the EULA is effective, that means you agree to all of the changes.

B. License. Subject to the terms of this EULA, we grant you a limited, non-exclusive and nontransferable license to: (i) download, install and use the Mobile App for your personal, non-commercial use on a single Mobile Device owned or otherwise controlled by you, and (ii) access, stream, and use on such Mobile Device the Services made available in or otherwise accessible through the Mobile App, strictly in accordance with this EULA. Your access to and use of the Services are also governed by our Privacy Policy.

2. Geographic Restrictions. Use of the Mobile App may be prohibited or restricted in certain countries or regions. You acknowledge that you may not be able to access all or some of the Mobile App features and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries or regions. If you access the Mobile App and Services from outside the United States, you are responsible for compliance with local laws.

3. Allowable Uses of the Mobile App. Any use of the Mobile App in any manner not allowed under this EULA or, for users of Apple-manufactured devices (e.g., iPhone, iPad, etc.) the Apple LSEULA (see below), including, without limitation, resale, transfer, modification, reverse engineering, or distribution of the Mobile App is prohibited. This EULA does not entitle you to receive and does not obligate us to provide hard-copy documentation, support, telephone assistance, or to enhancements or updates to the Mobile App.

4. Account Creation and Security.

A. Eligibility. No part of the Mobile App is directed to persons under the age of 18. You must be at least 18 years of age to access and use the Mobile App. Any use of the Mobile App is void where prohibited. By accessing and using the Mobile App, you represent and warrant that you have the right, authority and capacity to enter into this EULA and to abide by all of the terms and conditions of this EULA. If you are under the age of 18 you may use the Mobile App only with the approval and involvement of your parent or guardian. If you as a teacher are using the Mobile App on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind such organization to this EULA and you agree to be bound by this EULA on behalf of such organization.

B. All of the information that you supply to us in creating your User account must be accurate. You are responsible for maintaining the confidentiality of your account and password. We may reject any user name that violates this EULA, including any user name that uses another person’s identity or that violates our Community Guidelines set forth below.

C. We may use the email you provide to us in your User account profile to provide you with service messages and updates. By becoming a User, you are consenting to the receipt of these communications.

D. You are responsible for maintaining the confidentiality of the username and password you designate during the registration process (and as you update thereafter), and you are solely responsible for all activities that occur under your username and password. You agree to immediately notify us of any disclosure or unauthorized use of your username or password or any other breach of security and ensure that you log out from your account at the end of each session. We are not responsible for any misuse of your account or information if you have (voluntarily or involuntarily) given someone access to it.

5. Availability; Data and Information

A. We shall use commercially reasonable efforts to provide continuous access to the Services via the Mobile App. We do not guarantee that the Services will be accessible at all times. The Services may be unavailable during maintenance periods or during an emergency. In addition to normal maintenance, there may be events that will make the Services inaccessible for a limited amount of time due to unforeseen circumstances.

B. Force Majeure Events. We shall not be liable to you or any other person, firm or entity for any failure of performance under this EULA if such failure is due to any cause or causes including, but not limited to strikes, riots, vandalism, fires, inclement weather, third-party provider outages, cable cuts, power crisis shortages, acts of terrorism, and or acts of God, or other similar occurrences; any law, order, regulation, direction, action or request of the United States government or of any other government (including state and local governmental agency, department, commission, court, bureau, corporation or other instrumentality of any one or more of said governments) or of any civil or military authority; national emergencies, pandemic, epidemic or other national or local health emergency, insurrections, riots, wars; or strikes, lockouts, or work stoppages or other labor difficulties; failures, shortages, breaches or delays.

C. We have the right to refuse to provide any aspect of the Services or access to the Mobile App. We can subcontract any aspects of the Services, such as, but not limited to, outside hosting and storage, to third parties, which may be inside or outside the United States.

D. We reserve the right to deactivate any accounts which have not been active for at least twelve (12) months. We reserve the right to delete data and User Content in deactivated accounts.

6. Collection and Use of Your Information.

A. You acknowledge that when you download, install or use the Mobile App, we may use automatic means (including, but not limited to, cookies and web beacons) to collect information about your Mobile Device and about your use of the Mobile App. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Mobile App or certain of its features or functionality, and the Mobile App may provide you with opportunities to share information about yourself with others. By downloading, installing, using, and providing information to or through the Mobile App, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy.

7. Updates.

A. We may from time to time in our sole discretion develop and provide Mobile App updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either: (i) the Mobile App will automatically download and install all available Updates; or (ii) you may receive notice of or be prompted to download and install available Updates.

B. You agree to promptly download and install all Updates and you acknowledge and agree that the Mobile App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Mobile App and be subject to all terms and conditions of this EULA upon installation. You understand that failing to promptly install all Updates may result in a security or other vulnerability that we have identified and fixed in an Update not being implemented, and that your Mobile Device may be accessed without your authorization. You agree that we are not responsible for any breach of your data security or privacy if you fail to install all Updates within ten (10) days of being made available to you.

C. Third Party Materials. The Mobile App may display, include or make available third-party content or provide links to third-party websites or services (“Third Party Materials”). You acknowledge and agree that we are not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright or trademark compliance, legality, decency, quality or any other aspect thereof. We will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and your access and use of them are entirely at your own risk and subject to such third parties’ terms and conditions. Once you choose to link to another site, you should read and understand that site’s privacy policy before disclosing any personal or other information.

8. Your Acceptable Use. Use of the Mobile App and any of your information or content collected, transmitted or stored in connection with the Mobile App is limited to the functionality of the Mobile App. In no event may the Mobile App be used in a manner that: (a) harasses, abuses, threatens, defames or otherwise infringes or violates the rights of others; (b) is unlawful, fraudulent or deceptive; (c) uses technology or other means to access our proprietary information that is not authorized by us; (d) uses or launches any automated system to access our Mobile App or computer systems; (e) attempts to introduce viruses, Trojans, worms, malware, or any other malicious computer code that interrupts, destroys or limits the functionality of any computer software, hardware or telecommunications equipment; (f) attempts to gain unauthorized access to our or our service providers’ computer networks or user accounts; (g) encourages conduct that would constitute a criminal offense, or would give rise to civil liability; (h) “stalks” or otherwise harasses any person; (i) uses any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Mobile App or its contents; (j) asks users or uses users to conceal the identity, source, or destination of any illegally gained money or products; (k) collect usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Mobile App; (l) forges headers or otherwise manipulates identifiers in order to disguise the origin of any information transmitted to or through the Mobile App (either directly or indirectly through use of third party software); (m) “frames” or “mirrors” any part of the Mobile App, without our prior written authorization; (n) uses meta tags or code or other devices containing any reference to us or the Mobile App (or any of our trademarks, trade names, service marks, logos, or slogans) to direct any person to any other website for any purpose; or, (o) otherwise violates this EULA. we reserve the right, in our sole discretion, to terminate this EULA, request that you remove the Mobile App from your Mobile Device for any reason, including, but not limited to, our reasonable conclusion that you have violated this EULA. We may terminate or suspend your account at any time without notice if we believe that you have breached this EULA, or for any other reason, with or without cause, in our sole discretion. We are not required to disclose, and may be prohibited by law from disclosing, the reason for the termination or suspension of your account. After your account is terminated for any reason, all terms of this EULA survive such termination, and continue in full force and effect, except for any terms that by their nature expire or are fully satisfied.

9. User-Posted Content.

A. Content you post, upload, publish, link to, transmit, record, display, or otherwise make available, or permit your voice to be recorded (collectively, “post” (whether or not capitalized)) via the Mobile App, including, but not limited to, text, profile text, chat, videos (including streaming videos), photographs, or artwork, whether publicly posted or privately transmitted (collectively, “User Content”) may appear on other users’ Mobile Devices or computers. You are responsible for all User Content that you post through or download from the Mobile App.

B. You agree to comply with the following “Community Guidelines”:

You may not post User Content that:

Is not your own original creation or that you do not have permission to use (keep in mind that just because something on the internet does not have a copyright notice on it doesn’t mean you can use it without permission);
Infringes the copyright, trademark, patent right, or other proprietary right of any person or that is used without the permission of the owner;
You know to be inaccurate;
Is pornographic or obscene;
Threatens to post intimate identifiable images, photos, or videos of others without their consent;
Encourages or urges others to commit self-injury or suicide;
Provides or links to material that exploits people in a sexual, violent or other illegal manner or that contains graphic images, photos or videos intended for sadistic pleasure or to glorify violence;
Solicits personal information from anyone under the age of 18;
Violates the rights of privacy or publicity of any person;
Is harassing, libelous, slanderous, or defamatory;
Contains video, audio photographs, or images of or any personally identifying information about any person without their consent or about any person who is a minor;
Offers sexual services, the buying or selling of firearms and illegal or prescription drugs (even if it is legal in your region);
May be deemed generally offensive to the community, including blatant expressions of bigotry, prejudice, racism, hatred, profanity or religious or political radicalism;
Includes direct sale pitches, overt advertisements, solicitations, spam, or offers (e.g., links to third-party websites) to sell any goods or services for any commercial purpose without our consent (though socializing products or services is permitted);
Is off topic;
Is intended to provide professional advice, including but not limited to, the provision of medical treatment, or legal, financial or investment advice;
Impersonates, or otherwise misrepresents affiliation, connection or association with, any person or entity;
Provides information or data you do not have a right to make available under law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information);
Is intended to solicit, recommend, endorse, or offer to buy or sell any securities or other financial instruments, tout stocks, or recommend that any particular security, portfolio of securities, transaction, or investment strategy is suitable for you or any specific person;
Violates any local, state, federal, and/or international laws or regulations;
Promotes or provides instructional information about illegal or illicit activities, such as making or buying illegal weapons or drugs, violating someone’s privacy, or providing, disseminating or creating computer viruses;
Disrupts the normal flow of dialogue, causes a screen to “scroll” faster than other users are able to type, or otherwise negatively affects other users’ ability to engage in real time exchanges;
Solicits passwords or personal identifying information for commercial or unlawful purposes from other users or disseminates another person’s personal information without his or her permission;
Publicizes or promotes commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes;
Contains software viruses or any other computer code, files, or programs designed to destroy, interrupt, or otherwise limit the functionality of any computer software, computer hardware, or other equipment; or,
Is intended to overwhelm, cause technical disruptions of or denial of service to our or our service provider’s servers.

C. We may remove or block any User Content that violates this EULA or that we determine is otherwise not appropriate in our sole discretion.

D. By using the Mobile App or by posting or transmitting User Content on or through the Mobile App, you:

Represent and warrant that all information that you submit upon creation of your account, including information submitted from any social media account, is accurate and truthful and that you will promptly update any information provided by you that subsequently becomes inaccurate, incomplete, misleading or false.
Represent and warrant that you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize us and other users to use and distribute your User Content as necessary to exercise the licenses granted by you in this EULA and in the manner contemplated by us and this EULA.
Agree to and do hereby grant us and our licensors, affiliates, partners, successors and assigns, a nonexclusive, perpetual, irrevocable, worldwide, sublicensable, transferrable, royalty-free right and license to use, store, display, publish, transmit, transfer, distribute, reproduce, rearrange, edit, modify, aggregate, create derivative works of and publicly perform the User Content that you submit or post via the Mobile App for any purpose, in any form, medium, or technology now known or later developed. You also acknowledge that (i) we may have already created, or be in the process of creating, content that may be substantially similar to your ideas at the time you submit those ideas to us, and (ii) elements of your ideas may not be subject to protection under copyright laws. You also agree to and do hereby grant us a license to use your user name in connection with our use of any User Content you provide to us. You also consent to the display of advertising within or adjacent to any of your User Content. Any comments or materials you send to us, including feedback data, such as questions, comments, suggestions and any other response shall be deemed to be nonconfidential.

10. Digital Millennium Copyright Act (“DMCA”) Notice. If you believe that any User Content on the Mobile App violates this EULA or your intellectual property rights, you can report such violation to us in accordance with the Digital Millennium Copyright Act (17 U.S.C. §512).

A. In the case of an alleged infringement, in order for us to act you will need to provide us with the following information:

i. A description of the copyrighted work or other intellectual property that you claim has been infringed;
ii. A description of where the material that you claim is infringing is located on the Mobile App (including which user and the User Content);
iii. An address, a telephone number, and an e-mail address where we can contact you;
iv. A statement that you have a good faith belief that the use is not authorized by the copyright or other intellectual property rights owner, by its agent, or by law;
v. A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner’s behalf; and
vi. Your electronic or physical signature, or that of the person authorized to act on behalf of the owner of the copyright or other right being infringed.

B. We may request additional information before we remove allegedly infringing material.

C. You may report a copyright violation by providing the above information to the designated agent listed below:

VELA Education Fund
Attn: Copyright Agent
Address: 2200 Wilson Blvd., Suite 102 #162, Arlington, VA 22201
Email: support@vela.org

D. We will terminate the User Account of any user who repeatedly submits User Content that violates our intellectual property policies. A repeat infringer is a User who has been notified of infringing activity more than twice and/or has had Content removed from the Mobile App more than twice.

11. No Commercial Use of the Mobile App by Users. The Mobile App is for personal use only. Users may not use the Mobile App or any User Content contained in the Mobile App (including, but not limited to, User Content of other users, designs, text, graphics, images, video, information, logos, software, audio files and computer code) in connection with any commercial endeavors other than in connection with the Services, such as (i) advertising or soliciting any user to buy or sell any products or non-educational services not offered by us, or (ii) soliciting others to attend parties or other social functions, or networking, for commercial purposes. We may investigate and take any available legal action in response to illegal and/or unauthorized uses of the Mobile App, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of or linking to the Mobile App.

12. Cooperation with Law Enforcement and Government Agencies; Required Disclosures.

A. You acknowledge that we have the right to investigate and prosecute violations of this EULA, including intellectual property, publicity and privacy rights infringement and security issues, to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate this EULA. You acknowledge that we have no obligation to monitor your access to or use of the Mobile App or the Services, but we have the right to do so for the purpose of operating the Mobile App, to ensure your compliance with this EULA or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental or regulatory body.

B. You understand and agree that we may disclose your Personal Information (as defined in our Privacy Policy) if required to do so by law, court order, legal process, or subpoena, including to respond to any government or regulatory request, or if we believe that such action is necessary to: (i) conform to the law, comply with legal process served on us or our affiliates or partners, or investigate, prevent, or take action regarding suspected or actual illegal activities; (ii) to enforce this EULA (including for billing and collection purposes), take precautions against liability, to investigate and defend ourselves against any third-party claims or allegations, to assist government enforcement agencies, or to protect the security or integrity of our Mobile App and Services; or (iii) to exercise or protect the rights, property, or the safety of us, our users or others.

13. Intellectual Property; Reservation of Rights. You acknowledge and agree that the Mobile App is provided under license, and not sold, to you. You do not acquire any ownership interest in the Mobile App under this EULA, or any other rights thereto other than to use the Mobile App in accordance with the license granted, and subject to all terms, conditions and restrictions, under this EULA. We and our licensors and service providers reserve and shall retain their entire right, title and interest in and to the Mobile App, including all copyrights, trademarks, other intellectual property rights and all other rights therein or relating thereto, except as expressly granted to you in this EULA. All rights not specifically granted herein are reserved by us.

14. Limitation of Liability. TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, (A) IN NO EVENT SHALL WE BE LIABLE TO YOU WITH RESPECT TO (1) USE OF THE MOBILE APP, CONTENT, OR SERVICES OR (2) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED US$100.00, AND (B) IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE MOBILE APP OR ANY SERVICES THAT THE MOBILE APP MAY DIRECT YOU TO, SUCH DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OR CORRUPTION OF DATA, BREACH OF PRIVACY OR SECURITY, TRANSMISSION OF PERSONAL DATA, FAILURE OR MALFUNCTION OF YOUR MOBILE DEVICE, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OR PERSONS YOU MEET THROUGH THE MOBILE APP.

15. Warranty Disclaimer.

A. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WE DO NOT MAKE ANY WARRANTIES AND WE HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS WITH RESPECT TO THE MOBILE APP, DOCUMENTATION, AND UPDATES (AND ANY COPIES OF THE SAME), CONTENT, AND SERVICES PROVIDED HEREUNDER OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUSES OR MALWARE, AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

B. You acknowledge and agree that neither we nor our affiliates and third party partners are responsible for and shall not have any liability, directly or indirectly, for any loss or damage, including personal injury or death, as a result of or alleged to be the result of: (i) any incorrect or inaccurate User Content posted using the Mobile App, whether caused by Users or any of the equipment or programming associated with or utilized in the Mobile App; (ii) the timeliness, deletion or removal, incorrect delivery or failure to store any User Content, communications or personalization settings; (iii) the conduct, whether online or offline, of any user; (iv) any error, omission or defect in, interruption, deletion, alteration, delay in operation or transmission, theft or destruction of, or unauthorized access to, any user or user communications; or, (v) any problems, failure or technical malfunction of any telephone or other network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to users or to any other person’s computer or device related to or resulting from viewing, uploading, or downloading materials in connection with the Internet and/or in connection with the Mobile App.

C. From time to time, we may make third-party opinions, advice, statements, offers, or other third-party information or content available through the Mobile App. All third-party content is the responsibility of the respective authors or owners thereof and should not necessarily be relied upon. Such third parties are solely responsible for such content. WE DO NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD-PARTY CONTENT PROVIDED THROUGH THE MOBILE APP OR THE SERVICES, OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY THIRD PARTY THAT APPEARS IN THE MOBILE APP OR THE SERVICES. UNDER NO CIRCUMSTANCES WILL WE OR OUR AFFILIATES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED IN OR AVAILABLE VIA THE MOBILE APP OR THE SERVICES, OR TRANSMITTED TO OR BY ANY USERS. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, WE ARE NOT RESPONSIBLE FOR THE ACTIONS OR INFORMATION OF THIRD PARTIES, AND YOU RELEASE US FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. SOME STATES AND COUNTRIES, INCLUDING MEMBER COUNTRIES OF THE EUROPEAN ECONOMIC AREA, DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OR ALL OF THE LIMITATIONS OR EXCLUSIONS ABOVE MAY NOT APPLY TO YOU OR THEY MAY BE LIMITED, BUT, IN SUCH A CASE, THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS SECTION 15 SHALL BE APPLIED TO THE GREATEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

16. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE AGAINST US OR OUR AFFILIATES, LICENSEES OR OTHER USERS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MOBILE APP OR SERVICES MUST BE COMMENCED WITHIN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

17. Indemnification. You agree to defend, indemnify, and hold harmless (at our option) us and our employees, contractors, officers, directors, successors, volunteers, and board members from any and all claims, suits, damages, costs, lawsuits, fines, penalties, liabilities, and expenses (including attorney’s fees and costs) that arise from your use or misuse of the Mobile App or the Services, violation of this EULA, or violation of any rights (including, but not limited to intellectual property rights, right of privacy, right of publicity, etc.) of a third party. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate at your own expense in asserting any available defenses. Your indemnification obligations extend to any allegations of copyright infringement, violation of the Digital Millennium Copyright Act or other law based on your importation, exportation, manipulation, modification, distribution, sale or other use of text, still images, photos, images or photos, audio or video recordings, including any of the foregoing that have been digitally created or altered. You agree to cooperate with us in the defense of any claim. We reserve the right to assume the exclusive defense and control of any matter (including settlement) subject to indemnification by you, and you will not in any event settle any claim without our prior written consent.

18. Intellectual Property Rights. You and we acknowledge that, in the event of any third party claim that the Mobile App or your use of the Mobile App infringes any third party’s intellectual property rights, we, and (for iOS Mobile Device Users) not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. Should the Mobile App be found to infringe any intellectual property rights of a third party, your sole and exclusive remedy shall be either to cease using the Mobile App or to use a noninfringing version of the Mobile App should we choose to provide you with such a non-infringing version.

19. Product Claims. You acknowledge that for iOS Mobile Device Users we, not Apple, Inc., are responsible for addressing any claims of the end-user or any third party relating to the Mobile App or your possession and/or use of the Mobile App, including, but not limited to: (i) product liability claims; (ii) any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement; and, (iii) claims arising under consumer protection or similar legislation.

20. Proprietary Nature of Mobile App and Trademarks. We own or are licensed to use the Mobile App and any and all trademarks, service marks and content included in or available via the Mobile App. The Mobile App may incorporate trademarks, service marks or other content in connection with the services it provides and such trademarks, service marks or other content remain at all times the property of their respective owners. You have no right or license with respect to any trademarks, service marks and other content owned by us or any third party that is visible on or provided to you through the Mobile App.

21. Third Party Terms of EULA. You agree to comply with all applicable third-party terms of agreement when using the Mobile App.

22. Governing Law. In order to ensure consistency in the interpretation of this agreement, this EULA is governed exclusively by the laws of the Commonwealth of Virginia, without giving effect to its conflict of law rules. This EULA is not governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is expressly excluded. The parties further agree that the place of contract and performance of this EULA is Arlington, Virginia USA. Subject to the Arbitration EULA in Section Error! Reference source not found. below, you consent to the exclusive venue and personal and subject matter jurisdiction in the courts of Arlington, Virginia USA.

23. Waiver/Severability. The failure of us to exercise or enforce any right or provision of this EULA shall not constitute a waiver of such right or provision. If any provision of this EULA is for any reason held unenforceable or invalid, then this EULA shall be construed as if such provision were not contained in this EULA.

24. Assignment. Except to the extent such rights cannot be restricted by applicable law, you shall not assign, sublicense, convey, or transfer (collectively, “Assign”) this EULA (whether by contract, merger or operation of law) without our prior written consent, and any such attempt by you to Assign any rights, duties, or obligations hereunder shall have no power or effect, and is subject to our right to immediately terminate this EULA, the license granted hereunder, and your access to your account. We may freely Assign this EULA and any of your information, posts, and/or User Content.

25. Mandatory Arbitration; Arbitration EULA.

A. The exclusive means of resolving any dispute or claim arising out of or relating to this EULA (including any alleged breach thereof) or the Mobile App shall be by binding non-appearance-based arbitration (the provisions of this Section 25 being referred to as the “Arbitration EULA”). In the event a party elects arbitration, they shall initiate such arbitration before a single arbitrator according to the rules (“Rules”) of the American Arbitration Association. The arbitrator and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online, and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration, and the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed to by the parties; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and, (c) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction. All aspects of the arbitration shall be treated as confidential, as provided in the Rules. Before making any disclosure permitted by the Rules, a party shall give written notice to the other party and afford such party a reasonable opportunity to protect its interests. Notwithstanding the foregoing, we may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Mobile App, disclosure of our confidential information or trade secrets, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in the dispute resolution process described above. Any proceeding to enforce this Arbitration EULA, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. If you or we pursue arbitration, the arbitration action must be initiated within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the relevant claim.

B. Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s intellectual property rights shall not be subject to the arbitration provisions of this Arbitration EULA.

C. Waiver of Jury Trial. Other than to the extent prohibited by law, each party irrevocably and unconditionally waives any right it may have to a trial by jury for any legal action arising out of or relating to this EULA or the transactions contemplated hereby.

26. Class Action Waiver. Other than to the extent prohibited by law, any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity, and each party hereby waives any right to assert consolidated claims with respect to any disputes subject to arbitration under this EULA or any disputes between the parties. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

27. Other Terms. This EULA, including, but not limited to, our Privacy Policy, and any other terms agreed to by way of your express consent or your use of the Mobile App or the Services shall constitute the entire and exclusive understanding and agreement between you and us regarding this subject matter, and shall supersede any and all prior or contemporaneous representations or understandings relating to this subject matter. In the event that any part of this EULA is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect. Upon termination of this EULA, any provision which, by its nature or express terms should survive, will survive such termination or expiration. The failure of us to exercise or enforce any right or provision of this EULA, including any failure to act with respect to a breach, will not constitute a waiver of such right or our right to act with respect to subsequent or similar breaches. The headings of sections and paragraphs in this EULA are for convenience only and shall not affect its interpretation.

28. Notice. We may provide you with notices, including those regarding changes to this EULA, using any reasonable means now known or hereafter developed, including, but not limited to, by email, regular mail, SMS, MMS, text message, messages to you in your account profile, postings in the Mobile App or to our website. Such notices may not be received if you violate this EULA by accessing the Mobile App in an unauthorized manner. You agree that you are deemed to have received any and all notices that would have been delivered had you accessed the Mobile App in an authorized manner.

29. Contact Information. Should you wish to contact us with any questions, complaints or claims with respect to the Mobile App or the Services, our contact information is 2200 Wilson Blvd, Suite 102 #162, Arlington, VA 22201; Email: support@vela.org.

30. Incorporation of Apple. Inc. Licensed Mobile App End User License EULA. For users of Apple-manufactured devices, the following terms of this 25 shall apply.

A. This EULA incorporates by reference the Licensed Mobile App End User License EULA (the “LSEULA”) published by Apple, Inc. (located online at http://www.apple.com/legal/itunes/appstore/dev/stdeula/). For purposes of this Section 30, the “Mobile App” is considered the “Licensed Mobile App” as defined in the LSEULA and we are considered the “Mobile App Provider” as defined in the LSEULA. If any terms of this EULA conflict with the terms of the LSEULA, the terms of this EULA shall control.

B. Acknowledgement. We and you, the end-user of the Mobile App, acknowledge that the EULA is entered into by and between us and you, and is not with Apple, Inc. Notwithstanding the foregoing, you acknowledge that Apple, Inc. and its subsidiaries are third-party beneficiaries of this EULA and that Apple, Inc. has the right (and is deemed to have accepted the right) to enforce this EULA. We are solely responsible for the Mobile App and any content contained therein. You acknowledge that Apple, Inc. has no obligation whatsoever to furnish any maintenance and support services with respect to the Mobile App. You acknowledge that you have reviewed the App Store Terms and Conditions (located online at http://www.apple.com/legal/itunes/us/terms.html#APPS). You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) you are not listed on any U.S. Government “watch list” of prohibited or restricted parties, including the Specially Designated Nationals list published by the Office of Foreign Assets Control of the U.S. Treasury or the Denied Persons List published by the U.S. Department of Commerce.