VisualLive 3D Terms and Conditions Agreement
Updated as of: May 1, 2020
Thank you for choosing Visual Live 3D LLC, an Arizona limited liability company (“VisualLive” or “we” or “us” or “our”). This VisualLive 3D´s Terms and Conditions Agreement (the “Terms and Conditions”) explains the terms and conditions under which you (“you” or “your”) are able to use the Software, Products, and Services (all as defined below) provided by VisualLive.
BY ACCEPTING THESE TERMS AND CONDITIONS THROUGH EXECUTION OF AN ORDER FORM, PLACING AN ORDER FOR PRODUCTS OR SERVICES, USE OF OR ACCESSING THE SOFTWARE, ACCESSING ANY CONTENT THAT IS MADE AVAILABLE BY VISUALLIVE, or OTHERWISE ELECTRONICALLY INDICATING YOUR ACCEPTANCE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU ARE ACCEPTING THESE TERMS AND CONDITIONS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE (OR CANNOT COMPLY) WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OR ACCESS THE SERVICES, SOFTWARE, OR PRODUCTS.
THESE TERMS AND CONDITIONS MAY BE REVISED AT ANY TIME BY VISUALLIVE. YOU UNDERSTAND AND AGREE THAT YOUR CONTINUED USE OF THE SERVICE, SOFTWARE, AND/OR PRODUCTS AFTER THE TERMS AND CONDITIONS HAVE CHANGED CONSTITUTES YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS AS REVISED, THEREFORE YOU SHOULD REVIEW THE TERMS AND CONDITIONS ON A REGULAR BASIS AS PROVIDED. IF YOU DO NOT AGREE TO ANY REVISION TO THESE TERMS AND CONDITIONS, YOUR SOLE REMEDY WILL BE TO CEASE USE OR ACCESS OF THE SERVICES, PRODUCTS, OR SOFTWARE.
THESE TERMS AND CONDITIONS AND ANY ASSOCIATED ORDER FORM GOVERN YOUR USE AND ACCESS OF THE SERVICES, SOFTWARE, AND PRODUCTS AND SHALL SUPERSEDE ALL PRIOR TERMS OR AGREEMENTS BETWEEN YOU AND VISUALLIVE REGARDING YOUR USE OR ACCESS OF THE SERVICES, SOFTWARE, AND PRODUCTS.
In addition to the terms defined throughout these Terms and Conditions, the following terms shall mean:
“Content” means all VisualLive documentation relating to the Services, Software, or Products, including without limitation, all images, text, audio and video data or any other information located on the Site, on our servers, or provided by other means, including the information provided by e-mails.
“Customer Data” means information, data, and other content that is collected, downloaded, or otherwise received, directly or indirectly from you or your authorized user by or through the Services. For the avoidance of doubt, Customer Data does not include any other information reflecting the access or use of the Services by or on behalf of you or any of your authorized users.
“Products” means the VisualLive Hardhat Adapter and any other products sold by VisualLive on the Site.
“Services” means all functionality of the Site, registration, support, training and other Services provided by VisualLive in relation to the Software, Products, or other professional services.
“Site” means VisualLive’s website currently posted at https://www.visuallive.com/.
“Software” means the HoloLive, MobiLive and Virtual Live software developed and provided by VisualLive as well as Revit and Navisworks Manage VisualLive plugins, in addition to all updates, upgrades, and modifications thereto.
“Terms and Conditions” means the latest version of this Terms and Conditions Agreement document.
“User” means any person using our Software, Service, Product or accessing the Site and its Services.
2. Use of the Software and Services
By downloading, accessing, subscribing, or using the Software, Services, or Products or by requesting a quota or providing your information to VisualLive for any purpose, you represent that you: (i) are at least 18 years of age; (ii) have full legal capacity to enter into a binding relationship; (iii) will provide true, accurate, and complete information where requested, and information which is otherwise compatible with these Terms and Conditions; (iv) have the available funds necessary for the requested Services, Products, and Software, as applicable; and (v) will use the Software, Services, and Products in accordance with these Terms and Conditions and applicable law.
Subject to your adherence to these Terms and Conditions and in consideration for the Subscription Fees (as defined below) paid, VisualLive grants you, during your subscription term, a limited, non-exclusive, non-transferable license (without the right to sublicense) to use and access the Service and Software for purposes consistent with these Terms and Conditions. All rights not expressly granted to you are reserved by VisualLive and its licensors.
When subscribing, Users are required to provide true, accurate, current and complete information about themselves and their business as prompted by the registration forms provided. You agree to update your information should there be any changes, in order to keep registered information true, accurate, current and complete. If you provide information contrary to aforementioned conditions, we may deny you or terminate your access to the Software, Site, in whole or in part, or Services. In the event our performance of our obligations under these Terms and Conditions are prevented or delayed by any act or omission of you or your agents, subcontractors, consultants, or employees for any reason, VisualLive shall not be deemed in breach of its obligations under these Terms and Conditions or otherwise liable for any costs, charges, or losses sustained or incurred by you, in each case, to the extent arising directly or indirectly from such prevention or delay.
You are solely responsible for any and all activity occurring under your and your User’s user accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, Software, or Products including those related to data privacy, international communications and the transmission of technical or personal data. You will choose a password and a user name and you are entirely responsible for maintaining the confidentiality of your password and account. VisualLive will act as though any electronic communications it receives under your and your User’s passwords, username, and/or account number will have been sent by you. You agree to notify VisualLive immediately of any unauthorized use of your account or any breach of security of your account. VisualLive will not be liable for any loss that you may incur as a result of unauthorized use, regardless if you had knowledge of such unauthorized use.
By subscribing to the Service you agree to become a subscriber for the period you have elected. The Software and Services are available to you upon registration on the Site and payment of the subscription fee set forth therein (“Subscription Fee”). The Subscription Fee shall be due within ten (10) calendar days of your receipt of an invoice. The Subscription Fee is exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by you hereunder. You shall be responsible for all such charges, costs and taxes. All late payments shall bear interest at the lesser of the rate of one and one-half percent (1.5%) per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. You also agree to reimburse VisualLive for all costs incurred in collecting any late payments, including, without limitation, attorney’s fees.
For more information about pricing and billing terms, please contact us through the appropriate form on the Site. VisualLive reserves the right to amend subscription fees or to institute new fees at any time upon reasonable notice through e-mail provided by the User. Any changes to the pricing will not affect User’s current subscription period and will become effective upon subscription renewal.
In addition to all other remedies available under these Terms and Conditions or at law (which VisualLive does not waive by the exercise of any rights hereunder), VisualLive reserves the right to disable your use, at any time and in its sole discretion, to the Service and Software when (i) any payment is overdue; (ii) your order is placed pursuant to previous credit card dispute; or (iii) if VisualLive believes that your use of the Service or Software is not in accordance with these Terms and Conditions or applicable law. If your access and use are suspended for failure to pay, upon prompt payment in full of all amounts due (including any interest owed), VisualLive may, but shall not be obligated to, reactivate your use of the Service and Software.
We may, but shall not be obligated, to offer a free trial period for the Services. During this period you will be able to use the functionality of the Software and the Services pursuant to the terms of these Terms and Conditions. Trial period lasts for seven days or until User activates “Load” model button, whichever is first. Any unused portion of a free trial period, if offered, will be forfeited when the User purchases a subscription.
Software Use and Warnings
Users are only able to use one account with one device. You may not transfer or share your account with anyone. You may not use multiple accounts on the same device, or use your account on different devices.
You understand and agree that the Software has certain limitations in regard to the size of the model which can be uploaded and the precision and accuracy of the device. We are not liable for any loses or damages which result from the limitations of the Software or devices using the Software. Software is intended only to assist Users with the design, analysis, simulation, estimation, testing and/or other activities and is not a substitute for User’s own independent design, analysis, simulation, estimation, testing, and/or other activities. We are not liable in any manner whatsoever for the results obtained through use of the Software or Service.
ALWAYS BE AWARE OF YOUR SURROUNDING WHEN USING THE SOFTWARE. VIRTUAL AND AUGMENTED REALITY IMPLY CERTAIN RISKS ESPECIALLY WHEN USED IN OUTDOOR SPACES. YOU HEREBY AGREE AND UNDERSTAND THAT VISUALLIVE IS NOT LIABLE FOR ANY INJURY OR DAMAGE THAT OCCURS WHILE YOU ARE USING THE SOFTWARE OR SERVICES.
We may provide you with the one-hour free remote training when you first purchase a subscription plan.
You agree that you will not misuse our Software or Services and that all such use will be in compliance with these Terms and Conditions. We can, in our sole discretion, suspend or terminate access to all or parts of the Software, the Site and Services to any User, without prior notice or need to deliberate on reasons for such measure. We reserve the right to deny Software and Services to anyone at any time. During your use of the Software and Services, you will not behave contrary to these Terms and Conditions, applicable laws and regulations, and you will especially not, without limitation, do anything of the following: (i) send or otherwise post unauthorized commercial communications (such as spam) through the Site; (ii) collect Site users’ content or information, or otherwise access the Site, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our prior written consent; (iii) upload viruses or other malicious code; (iv) solicit login information or access an account belonging to someone else; (v) provide any false personal information, or create an account for anyone other than yourself (or authorizing entity); (vi) upload content which is illegal, hateful, obscene, threatening, incites violence, insulting, defamatory, infringing of intellectual property rights, invasive of privacy, or contains graphic or gratuitous violence or is otherwise objectionable to third parties; (vii) take any action creating a disproportionately large usage load on the Site or our servers unless expressly permitted by VisualLive in writing; (viii) delete, hide, remove or modify any Content other than your own content; (ix) license, sublicense, sell, resell, transfer, assign, encumber, lease, distribute or otherwise commercially exploit or make available to any third party the Service, Software, or any Content in any way; (x) modify or make derivative works based upon the Service, Software, or the Content, including without limitation, customization, translation, or localization; (xi) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of the Service, Software, or Content or the underlying ideas or algorithms of the Service, Software, or Content (e.g. in an effort to develop other applications or services that provide competitive or similar or substitute or complimentary functionality to such Service, Software, or Content); or (xii) use the Service, Software, or Content in any way that violates these Terms and Conditions or any applicable law, rule, or regulation.
Intellectual Property Rights
You acknowledge and agree that, subject to the license grants contained in these Terms and Conditions, VisualLive and its licensors own all right, title and interest, including all intellectual property rights and copyrights, in and to the Content, Software, Services, and Products. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the VisualLive intellectual property, or any other intellectual property or rights therein except for the limited licenses granted to you under these Terms and Conditions. Any and all software, designs, database rights, text, graphics, algorithms, applications, source codes, structures, sequences, routines, subroutines and related programming, engineering or technological matter developed or created by VisualLive or its licensors (and all copyrights, patents, trademarks and other proprietary rights related thereto) shall remain the sole, exclusive and perpetual property of VisualLive or its licensors, as applicable.
VisualLive acknowledges that, as between VisualLive and you, you own all right, title, and interest, including all intellectual property rights, in and to the Customer Data. You hereby grant to VisualLive a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for VisualLive to provide the Services, Software, or Products to you.
If you or any authorized Users sends or transmits any communications or materials to VisualLive by mail, email, telephone, or otherwise, suggesting or recommending changes to the Software, Services, Products, or otherwise, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), VisualLive is free to use such Feedback and you hereby assign all ownership rights thereto to VisualLive without any other or limitation between the parties governing such Feedback.
We may contact you using the available contact information provided by you, for any matters relating to the Software or Services (“Service e-mails”). These Service e-mails do not constitute “unsolicited commercial e-mail advertisements” and you are not able to opt-out of receiving them. We may also inform you through e-mail about news, promotions, special offers and or other topics of interest related to the VisualLive and our affiliates (“Promotional e-mails”). You may choose to stop receiving these Promotional e-mails at any time by following the instructions contained in Promotional e-mails.
3. Third Party Services
You will indemnify and hold harmless VisualLive, and its employees, officers, directors, contractors, licensors, agents, and affiliates, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees in each case as and when incurred, arising out of, relating to, or incurred in connection with, any of the following: (i) your breach of these Terms and Conditions; (ii) modifications to the Services, Products, Content and/or Software not made by VisualLive; (iii) your negligence or willful misconduct; and (iv) use of the Services, Products, or Software in combination with data, software, hardware, equipment or technology not provided by VisualLive or authorized by VisualLive in writing.
VisualLive shall have the right to appoint counsel to defend any claim, action, suit, investigation or proceeding (“Claim”) or third party Claim covered by your indemnification obligations set forth herein at your cost and expense. You shall have no right to control the defense or settlement of any such Claim, and you shall not settle or compromise any such Claim without VisualLive’s prior written consent.
You agree that your order is an offer to buy, under these Terms and Conditions, all Products listed in your order. All orders must be accepted by us or we will not be obligated to sell the Products to you. We may choose not to accept any orders for Products in our sole discretion. After having received your order, we will send you a confirmation email or notice with your order number and details of the items you have ordered.
Prices and Payment Terms
All prices posted on this Site are subject to change without notice. The price charged for a Product will be the price in effect at the time the order is placed and will be set out in your order confirmation. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total and will be itemized and due and payable upon placement of the order, unless otherwise permitted by us in writing. We are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.
Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. You represent and warrant that (i) any credit card information you supply to us is true, correct, and complete; (ii) you are duly authorized to use such credit card for the purchase; (iii) charges incurred by you will be honored by your credit card company; and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.
Shipments; Delivery; Title and Risk of Loss
We will arrange for shipment of the Products to you. You will be responsible for all shipping and handling charges specified during the ordering process. Title and risk of loss pass to you upon our transfer of the Products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
Products Not for Resale or Export
You agree to comply with all applicable laws and regulations of the various states and of the United States including all Export Regulations, as defined below. You represent and warrant that you are buying Products from the Site for your own use only, and not for resale or export. Products purchased from the Site may be controlled for export purposes by export regulations, including but not limited to, the Export Control Reform Act of 2018 (ECRA) (Title XVII, Subtitle B of Pub. L. No. 115-232), the Export Administration Regulations (15 C.F.R. 768-799) for which ECRA is permanent statutory authority, the International Traffic in Arms Regulations (22 C.F.R. 120-128 and 130) and their successor and supplemental regulations (collectively, “Export Regulations”).
You agree and acknowledge that the Products, specifically the VisualLive Hardhat Adapter, is not intended to nor has it received the necessary certifications or approvals, as applicable, to be compliant with the rules, regulations, and/or guidelines, as applicable, of the Occupation Safety and Health Administration (“OSHA”), the American National Standards Institute, or any OSHA Nationally Recognized Testing Laboratory. You further agree and acknowledge that VisualLive has no liability (and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any liability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any Product manufactured, sold, leased, or delivered by VisualLive and you hereby agree to indemnify VisualLive for any damages and liabilities of any kind resulting from any Claim relating to injuries of any kind related to the use of the Product outside the gross negligence of VisualLive .
ALWAYS BE AWARE OF YOUR SURROUNDING WHEN USING THE PRODUCTS. VIRTUAL AND AUGMENTED REALITY IMPLY CERTAIN RISKS ESPECIALLY WHEN USED IN OUTDOOR SPACES. YOU HEREBY AGREE AND UNDERSTAND THAT VISUALLIVE IS NOT LIABLE FOR ANY INJURY OR DAMAGE THAT OCCURS WHILE YOU ARE USING THE PRODUCTS.
Third Party Products
You agree and acknowledge that some of the Products may be used with third party products that are not provided by VisualLive. VisualLive has no liability whatsoever with respect to any product that is not provided by VisualLive or any third party product used in conjunction with the Products. You agree to indemnify and hold harmless VisualLive for all liabilities, costs and expenses actually incurred by VisualLive resulting from or related to a third party product.
6. Limitation of Liability
YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY PROBLEM OR DISSATISFACTION WITH THE VISUALLIVE SERVICE OR SOFTWARE IS TO STOP USING THE VISUALLIVE SOFTWARE OR SERVICE AND OUR ENTIRE OBLIGATION AND LIABILITY FOR DEFECTIVE PRODUCTS IS LIMITED TO REPAIR, REPLACEMENT OR REFUND OF THE PURCHASE PRICE.
EXCEPT AS EXPLICITLY SET FORTH HEREIN, THE SERVICE, PRODUCTS, AND SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND VISUALLIVE HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. VISUALLIVE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. VISUALLIVE MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, SOFTWARE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE FREE FROM VIRUSES OR OTHER HARMFUL CODE, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
VISUALLIVE MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE, SOFTWARE, PRODUCTS, OR CONTENT ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU USE THE SERVICES, SOFTWARE, CONTENT, OR PRODUCTS OUTSIDE THE UNITED STATES OF AMERICA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT LIMITATION EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VISUALLIVE, ITS EMPLOYEES, OFFICERS, SHAREHOLDERS, DIRECTORS, AGENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, SUPPLIERS, ASSIGNS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RESULTING FROM YOUR USE OR INABILITY TO USE THE PRODUCTS, YOUR ACCESS OR USE OR INABILITY TO ACCESS OR USE THE VISUALLIVE SOFTWARE OR SERVICES, THIRD PARTY APPLICATIONS OR THIRD PARTY APPLICATION CONTENT, INCLUDING WITHOUT LIMITATION ANY OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OF THE SITE EVEN IF VISUALLIVE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LEGAL LIABILITY. IN NO EVENT SHALL VISUALLIVE’S AGGREGATE LIABILITY EXCEED THE AMOUNT YOU ACTUALLY PAID VISUALLIVE, IF ANY, DURING THE ONE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE ALLEGED LIABILITY, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
VisualLive, it’s employees, agents, and its directors do not accept any liability and you hereby agree to release us of any liability arising (whether directly or indirectly) out of the information provided or obtained through the Software, or any errors, in or omissions from information in the Software. VisualLive is not liable for loss (whether directly or indirectly) caused by your actions or decisions based on your reliance on the information provided to you through the Software, nor caused by the delay, malfunction of the operation or the availability of the Software and Services.
VISUALLIVE MAY MAKE CHANGES OR REPLACE OUR TERMS AND CONDITIONS AGREEMENT AT ANY TIME. WE WILL POST SUCH CHANGES, REPLACEMENTS AND UPDATES ON OUR SITE AND SUCH CHANGE, REPLACEMENT AND UPDATE TO OUR TERMS AND CONDITIONS AGREEMENT WILL TAKE EFFECT IMMEDIATELY UPON POSTING. CHANGED TERMS AND CONDITIONS AGREEMENT WILL NOT AFFECT ANY RIGHT OR OBLIGATION OF YOU OR VISUALLIVE UNTIL EXPIRY OF THE CURRENT SUBSCRIPTION PERIOD AS IT RELATES TO THE SERVICE AND SOFTWARE, PROVIDED THAT SUCH CHANGES TO THE TERMS AND CONDITIONS AGREEMENT WILL TAKE IMMEDIATE EFFECT WITH RESPECT TO ANY PRODUCTS PURCHASED THEREAFTER. YOU ARE CONSENTING TO KEEP YOURSELF UP TO DATE WITH THE LATEST POSTED TERMS AND CONDITIONS AND YOU ACCEPT AND ARE BOUND BY SUCH CHANGE, REPLACEMENT AND UPDATE IF YOU ACCESS OR USE OUR SERVICE AFTER WE HAVE POSTED IT ON OUR WEBSITE. THE TERMS AND CONDITIONS AGREEMENT APPLIES REGARDLESS FROM WHICH PLATFORM YOU ACCESS OUR WEBSITE, FOR AN EXAMPLE EMAIL, MOBILE APPLICATIONS AND SOCIAL MEDIA PLATFORMS SUCH AS FACEBOOK AND TWITTER.
8. Governing Laws and Choice of Forum
These Terms and Conditions shall be governed by the laws of the State of Arizona and controlling U.S. federal law, disregarding any choice of law provisions providing otherwise. You agree that if you have any dispute with VisualLive you will contact us in order to settle through negotiations and mutual understanding. If the solution can not be reached in negotiations any legal action or proceeding relating to these Terms and Conditions shall be instituted in a state or federal court in Maricopa County, Arizona, and each party hereby submits to the exclusive personal jurisdiction of such courts and waives any defense relating to venue or forum nonconvenience.
9. Final Provisions
If any part of these Terms and Conditions are found to be invalid, illegal or unenforceable in any respect, it will not affect the validity or enforceability of the remainder of the Terms and Conditions. The section titles in the Terms and Conditions are for convenience only and have no legal or contractual effect. Any failure to exercise or enforce any right or the provision of this agreement shall not constitute a waiver of such right or provision. Nothing contained in these Terms and Conditions will be construed to create the relationship of employer and employee, principal and agent, or any other fiduciary relationship. Except for your obligation to pay, neither party will be responsible for failure of performance due to causes beyond its control. Such causes include (without limitation) accidents, acts of God, labor disputes, actions of any government agency, shortage of materials, espionage, civil unrest, acts of terrorism, or the stability or availability of the Internet or a portion thereof.
These Terms and Conditions may be available in multiple languages, however the English version will be considered as the authentic and official version for all intents and purposes.