MARKETPLACE TERMS AND CONDITIONS

Last Updated: March 3, 2025

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  1. INTRODUCTION
  1. Welcome to the Zed Champions Marketplace. These terms and conditions (“Marketplace Terms”) govern your access to, and use of, the Zed Champions Marketplace, including using any of our services to explore, view, display, and using the interface tools to purchase, sell or transfer, NFT’s on the public blockchain.
  2. The Marketplace Terms are between Virtually Human Studio Pty Ltd (“VHS”; “Zed” “we”; “us”) and you (“user”; “you”; “your”).
  3. The Zed Champions Marketplace is a collection of interface tools to help users discover and interact with each other for web3 and blockchain related activities (“Services”).
  4. We are not a party to any agreements between users. Users enter into agreements directly with each other, and we do not control the actions of users of the Zed Champions Marketplace.
  5. Zed Champions Marketplace does not provide wallet, or custodial services. It is not an exchange, payment processor, broker, dealer, creditor, or money service business. We do not have control over NFTs or blockchains you interact with.
  6. We do not execute sales, purchases or transfers of NFTs, and to use our services you must use a third party wallet suitable to engage in blockchain transactions.
  7. We reserve the right to modify these Marketplace Terms, at any time. For material changes, we will make reasonable efforts to notify you, which could include notifying you through the platform, or updating the “Last Update”. It is your responsibility to review and understand the Marketplace Terms for each version. By continuing to use, or access, the Services, you accept the updated Marketplace Terms.

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PLEASE READ THESE TERMS CAREFULLY AND ONLY USE OUR SERVICES IF YOU HAVE READ, UNDERSTOOD AND FULLY AGREE TO THESE TERMS, WHICH AFFECT YOUR LEGAL RIGHTS, INCLUDING A MANDATORY ARBITRATION AGREEMENT AND CLASS ACTION WAIVER WHICH IN MOST CIRCUMSTANCES REQUIRE ANY DISPUTES BETWEEN US TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN BY A JUDGE OR JURY IN COURT.

BY CLICKING TO ACCEPT OUR TERMS AND CONDITIONS, WHICH INCORPORATE THESE MARKETPLACE TERMS, OR BY USING OUR SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.

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  1. ACCESSING THE MARKETPLACE SERVICES
  1. You are granted a limited, non-exclusive, non transferable license to access and use the Services. If you breach the Marketplace Terms, your license may be revoked.
  2. An address you control on a compatible blockchain, which can be accessed through your wallet, can be used to access our services, and your account is associated with your wallet address. Your wallet address can be used to display relevant NFTs you hold which are associated with your address.
  3. By connecting your wallet to the Services, you are acknowledging that you agree to the Marketplace Terms.  It is your responsibility to securely maintain your wallet. We do not have control over the contents of your wallet, and we make no warranties as to wallet compatibility, and accept no liability in connection with wallet security issues.
  4. Users’ wallets are not maintained by us, and you agree that by connecting your wallet, you agree to the terms and conditions of the provider of your wallet. We have no control over the contents of your wallet, and we are unable to transfer the contents of your wallet.
  5. You agree to act in accordance with all laws applicable to you and your use of the Services. You are responsible for ensuring your access to the Services in your jurisdiction does not violate any applicable laws.
  6. In order for us to comply with applicable laws, we reserve the right to restrict or terminate your access to our Services, and we are not required to disclose the reasons for our decision.
  7. You warrant that you are not personally, or located in a jurisdiction which is, subject to any embargo, or sanctions laws, and you are not owned or controlled, or acting on behalf of any entity, organization, or individual that is subject to sanctions law.
  8. You confirm you are 18 years or older.

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  1. OWNER
  1. We reserve our intellectual property rights to our content, and the services we provide, including website design, code, imagery, information and other material.
  2. You may not use metadata, hidden text or data, without our express permission.
  3. We do not have ownership of public blockchains, or the smart contracts of 3rd parties.
  4. NFTs are deemed to be owned by the controller of the wallet associated with each NFT. When an NFT is transferred, the ownership transfers to the controller of the recipient wallet.

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  1. LISTINGS

You acknowledge and agree:

  1. that you are entitled to sell any NFT you list for sale and there are no restrictions preventing you from selling or transferring your NFT;
  2. the issuer of your NFT, or subsequent holder of the intellectual property of the NFT, may have conditions relating to the intellectual property associated with your NFT and its licensing and transfer which you warrant that you comply with;
  3. you have the right to sell the NFT you list for sale, or you have the right to purchase the NFT you intent to purchase, and you have complied with any terms and conditions relating to the transfer of the Intellectual Property of the NFT;
  4. transactions are between the buyer and seller directly, and not with us; and
  5. we may remove a listing of an NFT for sale at any time without prior notice to you, and for any reason.

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  1. TRANSACTION
  1. We may provide information about NFT’s available and display metrics. You acknowledge and agree that we do not give recommendations, or advice, relating to which NFT to purchase.
  2. You agree to conduct your own research and due diligence for any NFT you intend to purchase prior to making your purchase, and you acknowledge you are solely responsible for your purchasing decision, and you agree we have no liability for any purchase you make. We make no representation as to the actual value of an NFT, and you purchase an NFT entirely at your own risk.
  3. Sellers determine and set the method of sale, and sale price of their NFT.
  4. We may charge a service fee for accessing the Zed Champions Marketplace, and using the services.
  5. The purchase price will include the price of the NFT, any applicable service fee and any other relevant charges including royalty fee, gas fees and tax if applicable.
  6. Upon purchase by the buyer, the ownership of the NFT will be transferred to the buyer on the blockchain, and the seller will no longer have control over the NFT.
  7. Purchased NFTs are not refundable because the transfer of the token has been permanently written to the blockchain ledger.
  8. We may use a third party payment processor, which has its own Anti-money laundering and sanctions policy, and you will be required to agree with its terms and conditions and privacy policy if you use its services. The third party may charge a processing fee and you may be required to share personal information with third parties.

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  1. CONDUCT

You agree to not:

  1. access, or attempt to access, another user’s account;
  2. use our Services, or API, in any way not intended by us;
  3. use any data mining bots, scripts or other code on our site, app or directly with our API or smart contracts unless you have been expressly granted permission by us;
  4. engage in any behavior which may affect the operation of the Services, including price, listing placement, or other metric;
  5. use the Service in any way which violates any laws;
  6. use the service to trade in stolen, or otherwise fraudulently acquired NFTs;
  7. engage in any activity which could affect others users’ use of the services, website or app.

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  1. TERMINATION

All licenses terminate automatically if you breach any of the Marketplace Terms. We may terminate, suspend, disable, or restrict your account (and access to the Services) without notice to you at our sole discretion, and you agree we have no liability to you.

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  1. INDEMNIFICATION AND DISCLAIMER
  1. By agreeing to these Marketplace Terms, you agree to indemnify and hold harmless, to the fullest extent permitted by law, us, our employees, contractors, directors, consultants, shareholders, agents, subsidiaries, suppliers, partners, affiliates, representatives, social media influencers, successors and assigns, jointly and severally, from all actual or alleged claims ( including losses, liabilities, direct or indirect damages, taxes, fees or other costs not expressly agreed) that arise from, or in connection to, your use of the Services or website or your negligence.
  2. You acknowledge and agree that your access to, and use of, the Services, this website, and any related content is at your own risk, and the Service and interface tools are provided “as is”, and may be subject to down time. The Service may not meet your requirements, be error free or fit for a particular purpose. We will not be liable for any loss resulting from any action taken in reliance on information contained in the Service. We do not warrant the NFT’s which are available on the marketplace are fit for any particular purpose, and we are not responsible for the use of any NFT acquired through the marketplace. The record on the blockchain (for example Ethereum or Polygon) maintains the existence of NFTs, and we cannot affect or control the transfer of the ownership. We are not responsible for the operation of the blockchain.

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  1. RISK

You understand, and accept:

  1. The regulations covering NFTs are evolving, and new regulations may affect the operation and your use of the Service, and the use and utility of NFTs.
  2. Price of NFTs fluctuates, and the value can go up or down. NFTs can potentially lose their value. You should always do your own research before purchasing an NFT.
  3. The Service relies on third party smart contracts and public blockchains, which we do not control, and may be subject to disruption.
  4. Blockchain transactions are not reversible and we cannot reverse smart contracts or blockchain transactions.
  5. You may be responsible for any fees arising from your use of the Service, which may include blockchain transactions fees (gas fees) which may be payable regardless of if the transaction was successful or not.
  6. You are responsible for understanding what taxes may be applicable for your transaction, in your region, and you are responsible for reporting any applicable transaction to the relevant authority.
  7. If you have a dispute with one or more user(s) of the Service, website or app, you agree that we are not liable for any claim arising from your dispute.
  8. We may terminate a listing, or void a transaction prior to execution, for any reason, and we are not obliged to disclose the reason for doing so.

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  1. LIMITATION OF LIABILITY

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You agree that we will not be liable to you, or any third party, for any loss of profit, or damages of any type whatsoever, in connection with the Service or the Marketplace Terms, whether arising from breach of contract, tort including negligence, or any strict liability event.

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Our maximum liability arising from the use of the Services (or interface tools), or arising from any marketplace transaction shall not exceed the greater of $100 or the amount we received for providing the service in connection with the relevant transaction.

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  1. Customer Service and Initial Dispute Resolution Procedure

Customer Support

11.1 If You need customer service in relation to the Service, You may contact us by hello@vhslab.com.

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11.2 To protect Your privacy, all communications between You and Us should be carried out using or referencing the email address that You used to register Your User Account for the Service. Failure to do so may result in our response being delayed.

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11.3 Any Participant posting or seen to be posting comments on Zed’s social media pages or elsewhere during the promotion that are considered bullying, spiteful or upsetting to other Participants, players and fans of Zed or aimed to disparage Zed, will have their comments removed, will be disqualified from the Games and subject to termination of their Account. Zed reserves the right to alert social media providers to any such behavior and the Participant may have his/her relevant social media account frozen pending investigation.

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Initial Dispute Resolution Procedure and Conference

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11.4 The parties shall use best efforts to resolve informally any customer service issue promptly and in good faith. If for some reason You are not satisfied or your claim is not resolved (a “Dispute”), You may then pursue arbitration as set out below in Section 12. However, You must first submit a Notice of Dispute as set forth in this Section 11 and engage in a conference either by telephonic or videoconference means with Zed prior to and as a condition precedent to initiating arbitration or any formal proceeding over a Dispute as required by Section 12.

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11.5 Notice of Dispute Required Prior to Arbitration. The party initiating a claim over a Dispute must give notice to the other party in writing of its intent to initiate an informal dispute resolution conference. The initial conference shall occur within thirty (30) days after the other party receives such notice or within a time period required by law, unless an extension is mutually agreed upon by the parties.

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11.6 All initial dispute resolution conferences shall be conducted individually, between Zed and You. Multiple individuals with Disputes cannot participate in the same informal telephonic dispute resolution conference. If a party is represented by counsel (which such representation will be at such parties’ sole cost and expense), counsel may participate in the conference, but each party shall also attend and participate in the conference.

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11.7 To notify Zed that You intend to initiate an informal dispute resolution conference, please inform us by sending a Notice of Dispute hello@vhslab.com and include the following information:

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  1. Your username and email address associated with Your User Account;

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  1. Your first and last name, as registered on your User Account;

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  1. Your residence address;

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  1. Your telephone number;

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  1. a detailed explanation of the complaint/claim and basis for the claim;

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  1. any specific dates and times associated with the complaint/claim (if applicable); and

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  1. the remedy, action or any amount You are seeking from Zed.

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11.8 Upon receipt of Your Notice of Dispute, We will respond in writing within thirty (30) days after receipt of such Notice, unless an extension is mutually agreed upon by the parties.

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Failure to submit a written communication with the information outlined above may result in a delay in our ability to identify and respond to Your complaint/claim in a timely manner, and may, in Zed’s discretion, extend the time period for resolution before a formal proceeding may be commenced, as permitted by these Terms.

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11.9 The parties shall use their best efforts to settle any Dispute, claim, question, or disagreement and engage in good faith negotiations which shall be a pre-condition to either party initiating a formal arbitration as provided in Section 12. If the parties do not reach an agreed upon solution within a period of thirty (30) days from the time of the initial Notice, then either party may initiate binding arbitration, to the extent permitted by law, as the sole means to resolve claims, subject to these Terms and the Arbitration Agreement.

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11.10 The aforementioned Notice of Dispute and informal dispute resolution process is a condition precedent to commencing any formal arbitration proceeding under the Arbitration Agreement (Section 12 below), including litigation if you have successfully opted-out of the arbitration agreement. The parties agree that any relevant limitations period or other deadlines will be tolled solely by the amount of time the parties initiate and engage in this informal dispute resolution process.

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11.11 Regardless of whether you decide to opt out of arbitration, the terms set forth in this Section 11 Initial Dispute Resolution shall remain in full force and effect as part of these Terms.

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  1. BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER

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PLEASE READ THIS ARBITRATION & CLASS ACTION WAIVER AGREEMENT (the “Arbitration Agreement”) CAREFULLY BECAUSE IT REQUIRES YOU AND ZED TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMIT THE MANNER IN WHICH YOU AND ZED CAN SEEK RELIEF FROM EACH OTHER. THIS ARBITRATION AGREEMENT APPLIES TO ANY CLAIMS YOU OR COMPANY CURRENTLY POSSESS AND ANY CLAIMS THE PARTIES MAY RAISE IN THE FUTURE. WHILE YOU MUST AGREE TO THESE TERMS OF USE IN ORDER TO USE THE SERVICES, IF YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF OUR SERVICE, THERE IS AN OPTION, DESCRIBED BELOW IN SECTION 12.12, TO OPT OUT OF THE ARBITRATION PROVISIONS. THE OPTION TO OPT-OUT IS TIME-LIMITED TO THIRTY (30) DAYS OF ENTERING THIS ARBITRATION AGREEMENT AND REQUIRES YOUR IMMEDIATE ATTENTION.

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If you reside in or access the Service at any time while located in the United States, this Section 12 (Binding Arbitration Agreement and Class Action Waiver Agreement) shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in these Terms of Service.

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THIS ARBITRATION AGREEMENT INCLUDES AN ARBITRATION PROVISION WHICH SETS FORTH HOW PAST, PENDING OR FUTURE DISPUTES BETWEEN YOU AND ZED SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION.

ARBITRATION MEANS YOU WILL NOT BE ABLE TO SEEK DAMAGES IN COURT OR PRESENT YOUR CASE TO A JURY.

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THIS ARBITRATION AND CLASS ACTION WAIVER AGREEMENT ALSO REQUIRES THAT ANY PAST, PENDING OR FUTURE DISPUTES WITH THE COMPANY SHALL PROCEED FOR YOUR OWN LOSSES ONLY. YOU MAY NOT PROCEED AS A CLASS REPRESENTATIVE, MEMBER OR PART OF ANY PROPOSED CLASS, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL SUIT, QUI TAM ACTION, OR ANY REPRESENTATIVE PROCEEDING, OR OTHERWISE SEEK TO RECOVER ON BEHALF OF OTHERS OR FOR THE BENEFIT OF OTHERS IN ANY TYPE OF CLAIM OR ACTION.

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12.1 Acceptance of Terms. By using, or otherwise accessing the Service, or clicking to accept or agree to the Terms where that option is made available, you confirm that you have read and accept and agree to this Arbitration Agreement. Except to the extent that you may opt-out as provided below, all of your activity on the Website or Platform and all or your transactions with Zed, including all events which occurred before your acceptance of this Arbitration Agreement, shall be subject to this Arbitration Agreement.

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12.2 Scope of Agreement to Arbitrate. You and Zed agree that any past, pending, or future dispute, claim or controversy arising out of or relating to any purchase or transaction by you, your access to or use of any Platform or the Service, or to this Arbitration Agreement, the Terms of Use, the Sweepstakes Rules or Privacy Policy (including without limitation any dispute concerning the breach, enforcement, construction, validity, interpretation, enforceability, or arbitrability of this Arbitration Agreement or the Terms of Use) (a “Dispute”), shall be determined by arbitration, including claims that arose before acceptance of any version of this Arbitration Agreement. In addition, in the event of any Dispute concerning or relating to this Arbitration Agreement — including the scope, validity, enforceability, or severability of this Arbitration Agreement or its provisions, as well as the arbitrability of any claims—you and Zed agree and delegate to the Arbitrator the exclusive jurisdiction to rule on their own jurisdiction over the Dispute, including any objections with respect to the scope, validity, enforceability, or severability of this Arbitration Agreement or its provisions, as well as the arbitrability of any claims or counterclaims presented as part of the Dispute.

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12.3 Notwithstanding the above provision and Arbitration Agreement, all parties retain the right to seek relief in a small claims court for disputes or claims solely within the scope of a small claim’s court jurisdiction.

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12.4 Lack of Estoppel or Preclusive Effect. The parties agree that any issues determined in arbitration or any other proceeding between the parties shall be conducted and decided for the benefit of the parties or express third party beneficiaries only and shall have no preclusive or estoppel effect against a party in any subsequent or other arbitration or litigation matter, such that all issues shall be decided anew in any subsequent or other proceedings involving either party. The parties reach this Arbitration Agreement in order to narrowly and efficiently tailor their legal positions without concern that any third party may attempt to offensively use any finding or determination of fact or law against You or Zed.

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12.5 Third-Party Beneficiaries. You further agree and intend that this Arbitration Agreement and the Terms are entered into for the express benefit of your spouse, heirs, children and next-of-kin and shall bind same to the extent of any claims arising from your use of the Service which is brought by them or by any person for the use or benefit of your spouse, heirs, children and next-of-kin. Zed agrees also that this Arbitration Agreement is intended to benefit and shall bind any successor-in-interest or assignee of Zed.

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12.6 Intellectual Property. Notwithstanding the requirement to arbitrate in this Section 12, you and Zed are NOT required to arbitrate any claims for the alleged unlawful use of copyrights, trademarks, trade names, trade dress, logos, trade secrets, or patents, and the parties agree that in the event of infringement of copyrights, trademarks, trade names, trade dress, logos, trade secrets, or patents of a party, they shall also be entitled to seek injunctive relief from a court of competent jurisdiction, and the parties shall not be able to hold out a user’s access to the Service as a basis to enforce this Arbitration Agreement as to such claims.

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12.7 Separate Agreement. The parties acknowledge that this Arbitration Agreement is a separate agreement between the parties governed by the Federal Arbitration Act, and that any alleged or determined invalidity or illegality of all or any part of the Terms of Use, the Sweepstakes Rules, the Service, the Platform, or the Privacy Policy shall have no effect upon the validity and enforceability of this Arbitration Agreement.

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12.8 Applicable Law. While the Federal Arbitration Act shall control, to the extent the law of any state is applied or considered with respect to issues bearing upon the enforceability or scope of this Arbitration Agreement, the parties agree that the law of the State of Delaware shall exclusively apply, notwithstanding any consideration or application of choice of law or conflicts of law principles.

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INITIATING ARBITRATION UNDER JAMS RULES

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12.9 Following the conclusion of the initial dispute resolution process required by Section 11, you or Zed may seek arbitration of a Dispute in accordance with the provisions of this Arbitration Agreement. You and Zed agree that JAMS (“JAMS”) will administer the arbitration under its Comprehensive Arbitration Rules and Procedures (“JAMS Rules”) in effect at the time arbitration is sought (“JAMS Rules”). The parties further agree that, to the extent applicable, the JAMS Mass Arbitration Procedures and Guidelines shall apply. The JAMS Rules referenced above are available at https://www.jamsadr.com/adr-rules-procedures/.

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You and Zed further agree:

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  1. The arbitration will be handled by a sole arbitrator. The parties agree that the JAMS arbitrator must have the following minimum qualification: practicing attorneys or retired federal court judges who have at least ten years of substantive expertise in litigating and resolving of complex business disputes, including motions to compel arbitration and litigation or adjudication regarding whether disputes are arbitrable;

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  1. For purpose of Sections 16.1 and 21 of the JAMS Rules, the JAMS Streamlined Arbitration Rules and Procedures and JAMS Expedited Procedures shall not apply unless otherwise explicitly agreed to by all parties to the Dispute;

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  1. In lieu of JAMS Rule 15, the parties shall be presented with a list of eight (8) potential arbitrators, be allowed three (3) strikes and the parties shall rank those potential arbitrators in order of preference. JAMS shall select the arbitrator with the highest combined preference (e.g., if both parties select a potential arbitrator as their top preference, that arbitrator will be selected);

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  1. In lieu of JAMS Rule 18, the parties shall have the right to submit a dispositive motion at the outset of the arbitration to the Arbitrator in order to resolve issues other than the ultimate issue of fact. The submission and scheduling of such motions shall be addressed at a conference held before the JAMS arbitrator, and the Parties agree that any dispositive motions shall be resolved and the remainder of the arbitral proceeding stayed pending resolution, absent good cause and immediate necessity to proceed.

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  1. Unless and only to the extent prohibited under JAMS Rules, the arbitration will be held in Wilmington, Delaware or, at your place of domicile, and all such arbitrations will be conducted telephonically or via other remote electronic means;

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  1. The JAMS Rules will govern payment of all arbitration fees, currently available at https://www.jamsadr.com/arbitration-fees, You will only be required to pay arbitration fees of $250 in connection with any arbitration initiated under this Section 12, but You will still be responsible for paying your own attorneys’ fees;

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  1. Except as otherwise waived or limited under the Terms or this Arbitration Agreement, the JAMS arbitrator shall be authorized to award any remedies, including equitable or injunctive relief, that would be available in an individual lawsuit except:

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  1. In any arbitration arising out of or related to this Arbitration Agreement, the arbitrator(s) are not empowered to award punitive or exemplary damages, and the parties waive any right to recover any such damages; and

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  1. In any arbitration arising out of or related to this Arbitration Agreement, the arbitrator(s) may not award any incidental, indirect or consequential damages, including damages for lost profits;

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  1. The arbitration decision and award shall consist of a written statement signed by the Arbitrator regarding the disposition of each claim and the relief, if any, as to each claim. Unless the parties agree otherwise, the award shall be a reasoned award and contain a concise written statement of the reasons for the award;

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  1. Except as and to the extent otherwise may be required by law, the arbitration proceeding, pleadings, and any award shall be treated as confidential and shall not be used by the parties except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its confirmation and enforcement.

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  1. In the event JAMS is unavailable or unwilling to hear the dispute in accordance with this Arbitration Agreement, the parties shall agree to, or a court shall select, another arbitration provider subject to the procedural agreements of this Section 12; and

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  1. You and Zed agree that any award issued by the Arbitrator in excess of $50,000 in favor of either party, or any award which grants any form of declaratory or equitable relief that would significantly impact other Zed users or the operation of the Platform, may be appealed in accordance with the JAMS Optional Arbitration Appeal Procedures at either party’s election. The JAMS Optional Arbitration Appeal Procedures are available at https://www.jamsadr.com/adr-rules-procedures/.

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12.10 Batch Arbitration. To increase efficiency of resolution, in the event 20 or more similar arbitration demands against Zed, presented by or with the assistance of the same law firm or organization or group of law firms or organizations working in coordination, are submitted to JAMS in accordance with the rules described above within a 60-day period, JAMS shall consolidate those arbitrations as contemplated in the JAMS Rules by (a) grouping the arbitration demands into batches of no more than 25 demands per batch (plus, to the extent there are fewer than 25 arbitration demands left over after the batching described above, a final batch consisting of the remaining demands); and (b) providing for resolution of each batch as a single arbitration with one set of filing and administrative fees and one arbitrator assigned per batch. For avoidance of doubt, consolidation does not require that all arbitrations in a single batch be decided the same, nor does it impair your right to present any evidence or argument that you think particular to your case, so long as consistent with JAMS Rules. You agree to cooperate in good faith with Zed and JAMS to implement such a batch approach to resolution and fees.

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12.11 By signing a demand for arbitration, a party certifies, to the best of their knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (i) the demand for arbitration is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims and other legal contentions are warranted by existing law or by a non-frivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The Arbitrator shall be authorized to afford any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or any applicable state law (including attorney’s fees) for either party’s violation of this requirement.

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OPTION AND PROCEDURE TO OPT OUT OF ARBITRATION

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12.12 IF YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF OUR SERVICE, YOU MAY OPT OUT OF THE ARIBITRATION AGREEMENT TO ARBITRATE BY FOLLOWING THE INSTRUCTIONS BELOW. IF YOU DO NOT OPT-OUT, THE ARBITRATION PROVISIONS WILL APPLY RETROACTIVELY TO ALL CLAIMS YOU MAY POSSESS, WHETHER ASSERTED TO DATE OR NOT.

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12.13 OPT-OUT. IF YOU DO NOT WISH TO AGREE TO THE PROVISIONS OF THIS SECTION 12 ARBITRATION AGREEMENT REQUIRING ARBITRATION AND CLASS ACTION WAIVER AND YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF OUR SERVICE, YOU MUST, WITHIN THIRTY (30) DAYS OF ENTERING THIS ARBITRATION AGREEMENT, SEND AN EMAIL TO hello@vhslab.com WITH THE SUBJECT “OPT- OUT”. **REQUESTS TO OPT OUT AFTER THE 30 DAY PERIOD SHALL NOT BE EFFECTIVE.**

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12.14 Whether to agree to arbitration is an important decision. It is your decision to make and you are not required to rely solely on the information provided in these terms of use. You should take reasonable steps to conduct further research and to consult with counsel (at your expense) regarding the consequences of your decision.

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WAIVER OF CLASS RELIEF AND COLLECTIVE ACTION

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12.15 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR ZED SHALL BE ENTITLED TO ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY. YOU MAY ONLY ARBITRATE OR LITIGATE ON AN INDIVIDUAL CLAIMS BASIS ONLY AND FOR YOUR OWN LOSSES ONLY. UNDER THIS ARBITRATION AGREEMENT, YOU MAY NOT PROCEED IN ARBITRATION OR COURT AS A CLASS REPRESENTATIVE, MEMBER OR PART OF ANY PROPOSED CLASS, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL SUIT, QUI TAM ACTION OR ANY REPRESENTATIVE PROCEEDING, OR OTHERWISE SEEK TO RECOVER ON BEHALF OF OTHERS OR FOR THE BENEFIT OR USE OF OTHERS IN ANY TYPE OF CLAIM OR ACTION. YOU AND ZED ARE EACH WAIVING RESPECTIVE RIGHTS TO PARTICIPATE IN A CLASS ACTION. BY ACCEPTING THIS ARBITRATION AGREEMENT, YOU GIVE UP YOUR RIGHT TO PARTICIPATE IN ANY PAST, PENDING OR FUTURE CLASS ACTION OR ANY OTHER CONSOLIDATED OR REPRESENTATIVE PROCEEDING, INCLUDING ANY PROCEEDING EXISTING AS OF THE DATE YOU AGREED TO THIS ARBITRATION AGREEMENT.

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12.16 Severability. This Arbitration Agreement applies solely to the extent permitted by law. If for any reason any provision of this Arbitration Agreement or portion thereof, is found to be unlawful, void, or unenforceable, that part of this Arbitration Agreement will be deemed severable and shall not affect the validity and enforceability of the remainder of this Arbitration Agreement which shall continue in full force and effect. To the fullest extent allowable by law and equity, the parties agree that any such provision may be blue-penciled or otherwise construed by the forum presiding over any dispute to give effect to the intent of the parties and consistent with the overall purpose and intent of the agreement, and may be deemed replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.

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END OF SECTION 12 ARBITRATION AGREEMENT

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  1. WAIVER OF JURY TRIAL

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13.1 EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE PLATFORM OR SERVICES OR ANY TRANSACTIONS BETWEEN THE PARTIES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY.

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  1. MISCELLANEOUS

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14.1 Entire Agreement. These Terms constitute the entire agreement between You and us with respect to Your use of the Service and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and us with respect to Your participation.

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14.2 Tax. You are solely responsible for any taxes which apply to Your use of the Service.

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14.3 Force Majeure. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside of our reasonable control, including but not limited to an act of God, hurricane, war, fire, riot, earthquake, weather, pandemic or endemic, terrorism, act of public enemies, strikes, labor shortage, actions of governmental authorities or other force majeure event.

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14.4 Severability. In the event any provision of these Terms is held unenforceable, such provision will be ineffective but shall not affect the enforceability of the remaining provisions. To the fullest extent allowable by law and equity, the parties agree that any such provision may be blue-penciled or otherwise construed by the forum presiding over any dispute to give effect to the intent of the parties and consistent with the overall purpose and intent of the agreement, and may be deemed replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.

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14.5 Assignment. These Terms are personal to You, and are not assignable, transferable or sub-licensable by You except with our prior written consent. We reserve the right to assign, transfer or delegate any of our rights and obligations hereunder to any third party without notice to You, and in such case the Terms shall apply to and bind any successor-in-interest or assignee of ours.

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14.6 Third-Party Beneficiaries. You further agree and intend that these Terms are entered into for the express benefit of your spouse, heirs, children and next-of-kin and shall bind same to the extent of any claims arising from your use of the Service which is brought by them or by any person for their use or benefit.

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14.7 Entire Agreement. These Terms contain the entire understanding between You and us, and supersede all prior understandings between You and us relating to the subject matter.

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14.8 Business Transfers. In the event we undergo a change of control, merger, acquisition, or sale of assets, Your User Account and associated data may be part of the assets transferred to the purchaser or acquiring party.

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14.9 Waiver. Our failure to assert breach or a violation of these Terms or otherwise failure to exercise any rights under these Terms shall not constitute or be deemed a waiver or forfeiture of such rights or a waiver or forfeiture of such rights in the future.

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14.10 Survival of Obligations. SECTIONS THAT BY THEIR TERMS SURVIVE, SHALL BE DEEMED TO SURVIVE THE TERMINATION OF THESE TERMS OF USE OR YOUR USER ACCOUNT FOR ANY REASON.

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  1. APPLICABLE LAW AND JURISDICTION

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15.1 Governing Law. Subject to the Arbitration Agreement contained in Section 12, which is governed by the Federal Arbitration Act, the parties agree that these Terms and the related Service are governed by and shall be construed in accordance with the laws of the State of Delaware, USA without regard to its principles of conflicts of law.

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15.2 Exclusive Forum. Subject to the Arbitration Agreement contained in Section 12, the parties agree that any dispute, controversy, or claim arising out of or in connection with these Terms, or the breach, termination or invalidity of these Terms, will be submitted exclusively to state or federal courts in Wilmington, and You and we consent to the venue and personal jurisdiction of those courts. Notwithstanding the foregoing, any motion to compel arbitration or to enforce an arbitral award issued hereunder may be brought before any court of competent jurisdiction.

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