Terms of Use

These Terms were last updated on January 12, 2026.

These website terms of use are entered into by and between you and Valnet Inc., including its subsidiaries (collectively, "Valnet", "we" or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, the “Terms”), govern your access to and use of this website, together with any other websites, applications and services (collectively, the “Sites” and individually, a “Site") offered by Valnet.

Please read the following Terms carefully before using the Sites. The Terms cover all aspects of the Sites and any or all associated content, including but not limited to, emails, comments, forums, RSS feeds and videos.

By using the Sites or any features or functionality available on the Sites, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, you must discontinue use of the Sites immediately.

PERMITTED USE. YOU MAY ONLY USE OUR SITES IF YOU MEET THE MINIMUM AGE RATING FOR THE APPLICABLE SITE. IF YOU ARE UNDER 18 (OR THE LEGAL AGE OF ADULTHOOD IN YOUR COUNTRY) YOUR PARENT OR LEGAL GUARDIAN MUST REVIEW AND AGREE TO THESE TERMS.

YOU MAY NOT USE THE SITES IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT AT LEAST 18 YEARS OF AGE OR OF LEGAL AGE TO FORM A BINDING CONTRACT OR DO NOT HAVE PARENTAL AUTHORIZATION TO USE OUR SITES, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THE SITES BY APPLICABLE LAW.

PLEASE SEE IN PARTICULAR SECTIONS 21 AND 22 OF THESE TERMS. SECTION 22 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION/REPRESENTATIVE-TYPE ACTION WAIVER. IN ADDITION, ARBITRATION PRECLUDES YOU FROM SUING IN COURT OR HAVING A JURY TRIAL. WHILE YOU MUST AGREE TO THESE PROVISIONS, THERE IS AN OPTION, DESCRIBED BELOW, TO OPT OUT OF THE ARBITRATION PROVISIONS. THE OPTION TO OPT-OUT IS TIME-LIMITED TO THIRTY (30) DAYS AND REQUIRES YOUR IMMEDIATE ATTENTION.

1. Paid Services and Payment

Paid Services. Valnet may offer paid services and reserves the right to charge fees at any time (“ Fees ”) for access to the Sites or any specific or premium content, or for use of any new or existing features or functionality (“ Paid Services ”). In no event will you be charged any Fees for access to Sites or for any Paid Services unless we obtain your prior consent to pay such Fees. If you do not consent to the payment of such Fees, however, you may not have access to the corresponding Paid Services. Details regarding the specific Paid Services you will receive in exchange for the Fees, as well as the payment terms and conditions that apply, will be disclosed to you prior to, or at, the time of payment of such Fees. You agree to pay the applicable Fees if you subscribe to any Paid Services and agree that any Fees you pay for Paid Services are final and non-refundable. Valnet may change, add or remove content, features or functionality from the Paid Services at any time, and Valnet may suspend, cancel or discontinue the Paid Services at any time in its discretion. In no event will you receive a refund, in whole or in part, due to any such changes, unless Valnet permanently cancels the Paid Services completely, in which event you will receive a pro rata refund for the remaining subscription period then in progress.

Subscriptions. Valnet may offer monthly and yearly subscription plans for Paid Services. By subscribing to a monthly or annual plan, you agree to pay the Fees for such plan. Fees will be charged in advance on the day you subscribe to the plan and will cover your use of the Paid Services for a period of one (1) year or one (1) month, as applicable. We may change our subscription plans and the Fees charged for Paid Services from time to time. We will notify you at least one (1) month before any price changes or changes to your subscription plan take effect. Any price changes for annual subscriptions will take effect upon renewal of your subscription, while price changes for monthly subscriptions will take effect on the following billing cycle. If you do not agree with the changes, you may cancel your membership before the changes become effective.

Payment Methods. To subscribe to any Paid Services, you must provide one or more payment methods. You authorize us to charge any payment method associated with your account if your primary payment method is declined or unavailable. You are responsible for any uncollected amounts. If a payment fails due to issues like expiration or insufficient funds and you do not cancel your account, we may suspend access to the Paid Services until a valid payment method is successfully charged. You can update your payment methods in the “Account” settings once you log in through the Sites. We may also update payment methods using information provided by payment service providers. Following any update, you authorize us to continue charging the applicable payment method(s).

Billing Cycle and Cancellation. Your subscription will continue and automatically renew until you cancel it. Unless you cancel your subscription before the end of the current subscription period, your subscription to the Paid Services will automatically renew and you hereby authorize Valnet, and/or PayPal (or any other designated payment processor) on Valnet’s behalf, to collect the applicable subscription Fees for the subsequent period (including any taxes, fees and charges payable) using the payment method saved on record for you. The length of your billing cycle will depend on the type of subscription plan that you chose when you signed up for the Paid Services. Subscription fees are fully earned upon payment. In some cases, your payment date may change, for example if your payment method has not successfully settled, when you change your subscription plan or if your paid subscription began on a day not included in a given month. We may authorize your payment method in anticipation of subscription or service-related charges through various methods, including authorizing it up to approximately one month or one year of service, depending on your subscription choice, as soon as you register. Subscriptions can be canceled at any time in your account settings.

No Refunds. Unless expressly prohibited by applicable local law, payments are non-refundable, and there are no refunds or credits for partially used subscription periods. You acknowledge that cancelling your subscription to Paid Services for any reason will not immediately terminate access to the Paid Services and Valnet will not refund any remaining portion of your subscription, in whole or in part, provided, however, that you will be able to continue access to, and use of, the Paid Services for the remaining subscription period. YOU, AND NOT VALNET, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY, EVEN IF THEY WERE NOT AUTHORIZED BY YOU.

2. User Accounts

To access the Sites or some of the resources or features that are offered on or by the Sites, you may be asked to provide certain registration details or other information. It is a condition of your use of the Sites that all the information you provide on the Sites is correct, current and complete. You agree that all information you provide to register with the Sites or otherwise, including, but not limited to, through the use of any interactive features on the Sites, is governed by our Privacy Policy , and you consent to all actions we take with respect to your information consistent with our Privacy Policy . It is forbidden to register or use more than a single account per user.

If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Sites using your username, password or other security information. You agree to notify us immediately of any unauthorized access to, or use of, your username or password or any other breach of security by email at legal@valnetinc.com . You also agree to ensure that you log out from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer or internet network so that others are not able to view or record your password or other personal information.

Users may create an account or sign in to the Sites using OpenPass or a similar third-party platform providing a single sign-on authentication method. If you use OpenPass to create an account or sign in to the Sites, your use of OpenPass and your relationship with its provider, The Trade Desk, Inc., is subject to the OpenPass Account Terms of Service and Privacy Policy . We receive your email address and related authentication data from OpenPass in order to recognize you and manage your access to the Sites. Valnet does not make any representation or warranty regarding the availability, accuracy, reliability or security of any third-party services, including OpenPass, as more fully described under Section 11 of these Terms.

We have the right to disable your account, access to Sites, as well as any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

3. Grant of Limited License

On condition of your acceptance of these Terms, we grant you a non-exclusive, limited, non-transferrable, non-sub-licensable, freely revocable license to use the Sites for your personal, non-commercial use only. We reserve all rights not expressly granted herein. We also reserve the right to terminate at any time your license to use the Sites for any reason.

The Sites are licensed, not sold, to you. For the avoidance of doubt, you acknowledge and agree that we and our licensors retain ownership of all rights in and to the Sites and their content, even when you access or store them on your device. The license to use the Sites remains in effect until terminated by us, provided that the license will automatically terminate without notice from us if you breach any provision of these Terms. Upon termination of the license for any reason and on any basis, you must cease all use of the Sites.

4. Content

All of the articles, images, videos and other content published on the Sites are protected under applicable copyrights and other proprietary (including but not limited to intellectual property) rights, and are the intellectual property of Valnet or its licensors. Valnet claims no credit for any images featured on the Sites unless otherwise noted. Certain images on the Sites are licensed and not our property, nor under our copyrights. If you believe any such image is under your copyright and was used without permission, then please email us at legal@valnetinc.com with sufficient written evidence.

The Sites may display links to other third-party websites, services or resources on the Internet. These third-party resources are not under Valnet’s control, and you acknowledge that Valnet is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites, services or resources. You further acknowledge and agree that Valnet shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

The Sites, including any content provided by or through the Sites, are provided on an “AS IS” and “AS AVAILABLE” basis, and Valnet shall not be held liable for, without limitation, your use of the information, content, feeds, etc. available via the Sites. Without limiting the generality of the foregoing, Valnet shall not be responsible for any complaints regarding content or images you choose to display on your website or in print. Use of the Sites is at your discretion and risk.

Valnet strives for accuracy in all that we write, aiming to be one of the most reliable sources of content on the web; however, the information on the Sites may contain errors or inaccuracies, and we do not make any warranty, representation or guarantee as to the accuracy of such information. You acknowledge that the Sites, and the information, data and materials contained on the Sites, may be incomplete or contain inaccuracies and errors, and we expressly exclude liability for any such incomplete content, inaccuracies or errors. Further, Valnet is not connected in any way with any of the celebrities, brands or other items mentioned on the Sites. Information about net worth, item value, and similar content is approximate and may not be correct, actual or accurate. Other articles and content on the Sites may be opinion-based, parody, satire or commentary, and should not be considered as factual in such circumstances.

5. Use of Content

The Sites are intended solely for your personal and non-commercial use, and not for the use or benefit of any third party.

Valnet allows its original content to be made available for non-commercial reproduction with a mandatory credit to the Sites from which the content originates, including both a link to such Sites and the brand logo displayed. You may also reproduce extracts, quotes or screenshots from the Sites with a mandatory credit and link to the Sites. This limited right does not include the right to republish images from the Sites, for which Valnet may not be the copyright holders, except in the context of a screenshot of the whole website. Valnet makes no representations, warranties or guarantees for third-party use of content that appears on the Sites.

A reproduction of a screenshot in print form for non-commercial purposes is permissible if and only if the URL, Site name and logo are referenced and fully visible in the screenshot or are otherwise included in close proximity of the screenshot. In any such reproduction in accordance with these Terms, you may not suggest that Valnet or the Sites endorse you, your work, or your use of the Sites’ content in question.

All other copying, rearrangement, broadcast, rewriting for broadcast or publication, redistribution, modification, use or publication by you in any medium, directly or indirectly, of any such content or any part of the Sites, including the removal or alteration of advertising, except for the limited rights of use granted to you hereunder, is strictly prohibited.

Under no circumstances shall any content from the Sites be used on any third-party website or application that promotes adult content (pornography), hate, racism or any illegal content, or otherwise violates our Community Guidelines or Illegal Use policy set forth below.

We reserve the right to request the removal of any reproduction of our content at any time, for any reason or no reason. You hereby agree to promptly comply with any such request, including taking all necessary steps to remove the reproduced content from any systems, platforms, or publications without delay.

6. Contests and Giveaways

All sweepstakes, contests and other promotions conducted on or through the Sites will be governed by the official rules or terms applicable to that sweepstake, contest or promotion as posted on the Sites, which, unless otherwise noted, will be incorporated by reference into these Terms.

7. RSS Feeds

The Sites may provide RSS feeds. Should you use an RSS feed in any part whatsoever, you shall not modify it in any way, including removing or modifying advertisements or adding content such as advertisements or promotional materials. Valnet may terminate its distribution of RSS feeds or change the content or formatting thereof at any time without notice. Valnet also reserves the right to require any party to cease using its RSS feeds at any time.

8. Copyright Policy

As Valnet respects the intellectual property rights of others, Valnet has a policy of removing user submissions and other content that violates copyright law, pursuant to Title 17 of the United States Code, Section 512. It is our policy to expeditiously respond to proper notices of alleged copyright infringement that comply with the United States Digital Millennium Copyright Act (“DMCA”), the text of which can be found at the U.S. Copyright Office website at: http://www.copyright.gov . It is expected that all users of any part of the Sites will comply with applicable copyright laws. If, however, we receive proper notification of claimed copyright infringement, our response to such notices will include removing or disabling access to material claimed to be the subject of infringing activity and/or terminating user accounts and/or access rights, regardless of whether we may be liable for such infringement under United States law or the laws of another jurisdiction. If we remove or disable access in response to such a notice, we will make a good-faith attempt to contact the creator of the affected content so that they may make a counter notification pursuant to Sections 512(g)(2) and (3) of the DMCA. We may also document notices of alleged infringement on which we act.

Upon receipt of proper notification of claimed infringement, Valnet will follow the procedures outlined herein and in the DMCA.

Notification To file a notice of infringement with Valnet, you must provide a written communication (by email or mail) that sets forth the information specified in the list below.

Please note that you will be liable for damages (including costs and attorney’s fees) if you materially misrepresent that content on the Sites is infringing your copyright(s). Accordingly, if you are not sure if you are the proper copyright holder or if copyright laws protect your materials, you may want to consult an attorney prior to sending a notification.

To expedite our ability to process your request, please provide the following information using the following format:

Your contact information, including your name, address, telephone number, and, if available, an email address at which you, as the complaining party, may be contacted;
The statement: “I am the copyright owner or an agent authorized to act on the owner’s behalf of the following copyrighted material:_______”;
Identify with sufficient detail the copyrighted content that you believe has been infringed (e.g. “The copyrighted image at issue is the ‘Image Title’ which can be described as ‘description: literary work, image, etc.’ by ‘name of the author’”), including any federal registration information, if available;
Identify the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Valnet to locate the material (e.g. “Title of Article” at this location: [URL/link-to-article] and identify which material specifically in the article);
The following statement: “I have a good faith belief that use of the aforementioned material in the manner complained of is not authorized by the copyright owner, its agent, or the law”;
The following statement: “I swear, under penalty of perjury, that the information in the notification is accurate”; and
Sign the document.

Send the written communication (by email or mail) to our designated copyright agent (“Designated Agent”) for receipt of DMCA Notices:

Yury Smagorinsky, General Counsel and VP, Legal Affairs
Valnet Inc.
7405 TransCanada Route, Suite 100, Saint-Laurent, QC, Canada, H4T 1Z2
Email: legal@valnetinc.com
Phone: 514-733-1010

Counter Notification If materials that you have posted on the Sites have been removed due to alleged infringement of a third-party’s intellectual property rights, Valnet will notify you. If you believe your materials have been wrongly removed, you may file a counter notification seeking reinstatement of the materials in question.

To file a counter notification with us, you must provide a written communication (by email or mail) that sets forth the information specified in the list below. Subject to prior written agreement you may not communicate the information specified below by email. Please note that you will be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that a product or activity is not infringing the copyrights of others. Accordingly, if you are not sure whether certain material infringes the copyrights of others, we suggest that you first contact an attorney prior to sending a counter notification.

To expedite our ability to process your request, please provide the following information using the following format:

Identify the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
Your name, address, telephone number, and, if available, an email address at which you may be contacted;
The following statement: “I consent to the jurisdiction of Federal District Court for the [insert the federal judicial district in which your address is located]”;
The following statement: “I will accept service of process from [insert the name of the person who submitted the infringement notification] or his/her agent”;
The following statement: “I swear, under penalty of perjury, that I have a good faith belief that the affected material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled”; and
Sign the document.

Send the written communication (by email or mail) to our Designated Agent indicated above.

Upon receipt of such counter notification, Valnet will promptly provide the person who provided the original infringement notification with a copy of the counter notification, and inform that person that the applicable Sites will replace the removed material or cease disabling access to such material in ten (10) business days. Valnet will replace the removed material and cease disabling access to such material not less than ten (10), nor more than fourteen (14), business days following receipt of the counter notice, unless our Designated Agent first receives notice from the person who submitted the original infringement notification that such person has filed an action seeking a court order to restrain the alleged infringer from engaging in infringing activity relating to the material on our system or network.

In accordance with Section 512(i)(1)(A) of the DMCA, Valnet will, in appropriate circumstances, disable and/or terminate the accounts or access rights of users who are repeat infringers.

9. Trademarks

The name and the logo of each of the Sites constitute trademarks, trade names, service marks or logos (collectively, the “Marks”) belonging exclusively to Valnet or its licensors. You are not authorized to use any such Marks otherwise than as explicitly specified in these Terms. Ownership of all such Marks and the goodwill associated therewith remains with Valnet. Nothing contained on the Sites shall be construed as granting, by implication or otherwise, any license or right to use the Marks without the explicit permission of Valnet in writing.

If, as an owner or authorized representative, your trademark is being used somewhere on the Sites in a way that constitutes trademark infringement, you may notify us at legal@valnetinc.com. Please provide us with the complete and accurate identity of the owner, how we may contact you, and the specific nature of the complaint.

10. Affiliate Links Disclosure

We may, from time to time, post affiliate links to third-party websites on our Sites. Each article or post containing affiliate links will be identified as such. In accordance with the Federal Trade Commission’s 16 CFR, Part 255: “Guides Concerning the Use of Endorsements and Testimonials in Advertising”, Valnet hereby discloses that we may earn a commission on qualifying purchases through these affiliate links. Please note that participation in certain programs and/or promotions may be limited to residents of certain geographical areas or subject to other restrictions; please refer to the terms of each program/promotion for details. We cannot be held liable for any restriction, denial of service or action by a third-party website.

11. Third-Party Services

The Sites may contain links to, or integrations with, websites, services and content owned and/or operated by third parties. Any separate charges or obligations that you may incur in your dealings with these third parties are your sole responsibility. We are not responsible for any such third-party websites, services or content, and do not have control over any materials made available by or on them. Our inclusion of a link to a third-party website, service or content within the Sites does not in any way imply our endorsement, advertising, or promotion of such websites, services or content or any materials made available by them. By accessing a third-party website, service or content, you accept that we do not exercise any control over such websites, services or content and have no responsibility for them. Such third parties may collect data or solicit personal information from you. We are not responsible for the privacy policies or practices of such third-party websites, services or content, or for the collection, use or disclosure of any information these third parties may collect. We encourage you to familiarize yourself with the terms of service and privacy policy applicable to any such third-party website, service or content you may access.

We do not warrant or endorse, do not assume, and will not have any liability or responsibility to you or any other person for any third-party products, services, content, materials or websites. Please note that the applicable third party is fully responsible for all goods and services it provides to you and for any and all damages, claims, liabilities, and costs it may cause you to suffer, directly or indirectly, in full or in part.

Certain portions of the Sites may allow you to request information about, or be matched with, third-party providers of various goods and services, including, without limitation, advertisers, automotive dealers, service providers, and other third-party providers participating in lead-generation, promotional or referral programs through, or in connection with, the Sites (“Third-Party Providers”).

Third-Party Providers are independent third parties, and Valnet does not control, supervise, endorse, recommend or guarantee any Third-Party Provider’s products, services, qualifications, licensing, pricing, product terms, availability, or the accuracy or completeness of any information they provide. You are solely responsible for evaluating whether any Third-Party Provider’s offerings meet your needs and reviewing all applicable terms, disclosures, conditions and fees before entering into any agreement or transaction with any Third-Party Provider.

By submitting an inquiry, form, request or any other contact information through the Sites in connection with any Third-Party Providers, you hereby expressly authorize the relevant Third-Party Providers to communicate with you using any of the contact details you provide to them, including by telephone, text message, email or other permissible methods, which may include automated dialing or messaging technologies, to the extent allowed by law.

12. User Submissions

The Sites may allow users to comment on articles, upload photos and participate in other interactive features that allow users to post, submit, publish, display, or transmit to other users or other persons content or materials on or through the Sites, including, without limitation, information, data, text, software, music, sound, photographs, graphics, video, messages, tags or other materials submitted for display or distribution to others on or through the Sites (collectively, “User Submissions"). User Submissions may also include user-generated or third-party modifications, customizations or alterations to software or source code (“Mods”) on Sites that specifically accept such Mods.

Please do not share any confidential or proprietary information (other than your account credentials in the designated fields during log-in) through the Sites, and any User Submissions you transmit or post to the Sites will be considered public, non-confidential and non-proprietary. By providing any User Submissions to the Sites, you (i) grant us and our affiliates, representatives, partners, sublicensees and assigns an irrevocable, perpetual, non-exclusive, sub-licensable, royalty-free and fully-paid license (sublicensable through multiple tiers) throughout the universe to use, distribute, syndicate, license, reproduce, modify, adapt, publish, translate, publicly perform, create derivate works of, and publicly display, your User Submissions (in whole or in part) in any format or medium now known or later developed for any purpose, including without limitation the commercialization of our Sites or the User Submissions, and (ii) grant other users of the Sites a perpetual, irrevocable, non-exclusive, royalty-free and fully-paid license throughout the universe to use the User Submissions for their own personal, non-commercial purposes. We reserve the right to display advertisements in connection with User Submissions and to use User Submissions for advertising and promotional purposes without any royalties or other compensation to you.

You represent and warrant that (i) you own or control all rights in and to your User Submissions and have the right to grant the licenses granted above to us and our licensees, successors, assigns and other users, (ii) all of your User Submissions do and will comply with these Terms of Use, any applicable third-party terms and policies (e.g. applicable mod policies in case you publish Mods), and applicable laws, and regulations, (iii) Valnet may retain your User Submissions indefinitely, and shall have no obligation to delete your User Submissions if you so request or if you delete your account, and (iv) you will not upload or distribute via the Sites any User Submissions for which you are not the owner, unless you have the prior written consent of the owner to upload same and grant the licenses granted above to us. You understand and acknowledge that you are responsible for any User Submissions you post or contribute, and that you alone, not Valnet, have full responsibility and liability for such User Submissions, including their legality, reliability, accuracy, and appropriateness.

All User Submissions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, and except as otherwise explicitly set forth below with respect to Mods, User Submissions must in no event:

Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
Violate the legal rights (including the rights of publicity and privacy) of others, or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations, or that otherwise may be in conflict with these Terms or our Privacy Policy.
Contain any files, data or content which may destroy or otherwise cause harm to the Sites or the person or property of others, including, without limitation, viruses, malware, adware, spyware, worms, trojans, logic bombs, or other material that is malicious or technologically harmful.
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote, or assist any unlawful act.
Cause annoyance, inconvenience, or needless anxiety, or be likely to upset, embarrass, alarm, or annoy any other person.
Impersonate any person or misrepresent your identity or affiliation with any person or organization.
Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
Give the impression that they emanate from, or are endorsed by, us or any other person or entity, if this is not the case.
Be submitted for the purposes of personal storage or restricted in access to a limited group of users.

We have the right to:

Remove at any time, or refuse to post, any User Submissions for any or no reason in our sole discretion.
Take any action with respect to any User Submissions that we deem necessary or appropriate in our sole discretion, including if we believe that such User Submissions violate these Terms (including the Community Guidelines and Illegal Use policy below), infringe any intellectual property right or other right of any person or entity, threaten the personal safety of users of the Sites or the public, or could create liability for Valnet.
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their rights to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Sites.
Terminate or suspend your access to all or part of the Sites at any time for any or no reason, including without limitation, any violation of these Terms.

13. Additional Terms Applicable to Mods

To the extent the Sites provide users the ability to submit, download or otherwise interact with Mods, the following additional provisions shall apply and, to the extent of any inconsistency between the terms set out in this Section 13 and the other provisions of these Terms that may apply to Mods, the provisions of this Section 13 shall prevail.

All User Submissions consisting of Mods must in their entirety comply with all applicable federal, state, local, and international laws and regulations, including copyright and patent laws. Without limiting the generality of the foregoing, Mods consisting of, or incorporating, pre-existing User Submissions are prohibited unless prior written permission from the original author of said content has been obtained.

Content Eligibility. You may upload Mods consisting of game modifications, utilities, patches, tools, or scripts that you have legally created or are expressly authorized to use and distribute, as well as ancillary media relating directly to the Mods and accurately representing their content. You may not upload placeholder files, advertising materials, or any other content prohibited in these Terms. Further, you may not upload or distribute compilations of Mods that merely repackage existing or third-party works without meaningful addition or modification by you. Any Mods which are compilations must provide original functionality, enhancement, or transformative value such that the Mods are more than the simple aggregation of their component parts. Mods consisting of compilations which fail to meet this standard are prohibited.

Permissions and Credit. By uploading any Mods to the Sites, you represent and warrant that you have the necessary rights to use and distribute those Mods and grant the licenses granted above to us. You must comply with any applicable license terms and, where applicable, obtain permission from the original author before incorporating third-party materials in such Mods. You agree to credit all collaborators and sources in your description of the Mods, and provide links to such third-party materials whenever possible. Uploading another creator’s work without authorization, or misrepresenting authorship, is strictly prohibited and exposes you to potential fines and liability.

Technical Standards. You agree to adequately test your Mods prior to submission to the Sites to ensure they function as intended and do not corrupt game or system files. You must include installation instructions and use common compression formats (.zip, .rar, .7z) unless another format is required for the proper functioning of the Mods. You shall not include any unrelated or hidden files in your archive, and file sizes must be optimized and reasonable.

Console and Non-PC Mods. Mods and related files intended for use on consoles or platforms other than PCs may be submitted to the Sites provided that they are designed to operate with a legitimate, officially released version of a game for that platform. Content that is functional only in connection with emulated games or emulator software is not permitted, and you may not distribute through the Sites any software, files, or instructions that are intended to bypass, disable, or otherwise interfere with the security features or technical restrictions of a console or other platform or non-PC device, including, without limitation, “jailbreaking”, “unlocking” or similar circumventions.

Permitted Content. Subject to the restrictions set forth herein, Mods may contain sexual themes, nudity, adult dialogue, and NSFW art, provided that Mods containing any such content are properly and clearly tagged and identified as such; mods that are not tagged and identified as containing such content are not permitted and may be immediately removed, in addition to other potential measures such as account suspension or permanent deletion. Mods may also contain historical references, political themes, or commentary, fantasy or game-themed gore consistent with the game’s style and tone, and realistic combat and injury visuals.

Prohibited Content. Mods which contain any of the following content are prohibited and may not be uploaded to the Sites:

Pornographic content intended solely or primarily for sexual gratification, or any sexual content involving minors, child-like characters, or non-consensual acts.
Content that promotes extremist ideologies, discriminatory propaganda, harassment, or calls for violence.
Real-world graphic violence or other extreme depictions presented solely to shock, disturb, or traumatize viewers.
Any other content that Valnet, in its sole discretion, determines to be unlawful, harmful, undesirable, or otherwise contrary to these Terms or its standards.

Media Requirements. All images, video, or other media associated with Mods must be accurate, relevant, and directly connected to the contents of such Mods, and must not contain watermarks or other metadata linking to unrelated platforms or advertisements. Screenshots should depict the Mods in use, and videos must provide a truthful representation of the Mods’ features and gameplay. Media must not be misleading, manipulated, or used primarily for promotional purposes unrelated to the Mods. Explicit or adult material may only be included in such associated media and compliance with the Permitted Content and Prohibited Content provisions set forth above, and any media that contains such materials must be properly tagged and identified.

Networking and External Dependencies. If your Mods communicate with external servers or services, you must disclose this in the description of the Mods, explaining the purpose of such network connections and, where applicable, providing a link to the privacy policy of such server or service. Use of external logins or registrations must be optional unless strictly essential to the functionality of such Mods. In no event shall any Mods collect or transmit any data without clear and complete disclosure of same and compliance with all applicable laws and regulations.

Discretion and Compliance. Without prejudice to any other rights or remedies available to Valnet hereunder, Valnet reserves the right, in its sole discretion, to remove or restrict access to any Mods that violate these Terms or applicable laws or regulations, at any time, with or without any prior notice to you.

14. Community Guidelines

Our Sites may offer a “threads” commenting system (and other similar chat features) allowing you to submit comments and participate in conversations with our teams of industry experts, including editors, journalists, and topic specialists. In addition to exchanging with our teams, you can discuss the latest breaking news and original stories with fellow readers. You must follow these rules to encourage positive conversations and foster a healthy community:

Be Kind and Positive: Maintain a friendly and positive attitude in your interactions with others. Avoid unconstructive negativity and strive to create a welcoming environment.
Do not Feed the Trolls: If you encounter disruptive behavior (or “trolling”), refrain from engaging directly. Instead, wait for an administrator or moderator to intervene and address the issue.
Respectful Communication: Do not use insulting, derogatory, or vulgar language in your comments and discussions. Discrimination based on age, race, gender, sexuality, origin, appearance, religion, or political stance is strictly prohibited.
Avoid Fanbase Conflicts: Do not participate in fanbase “wars” or engage in intentionally inflammatory remarks aimed at specific fandoms. Keep discussions constructive and respectful.
No Spamming: Do not spam the community with repetitive or irrelevant content. Contribute meaningfully to discussions and avoid excessive self-promotion.
Respect Spoiler Policies: Refrain from sharing spoilers for movies, TV shows, games, or comics without providing appropriate warning. If an article has a red spoiler warning, feel free to discuss the spoilers for the specific movie, TV episode, game, etc. as addressed in that article.
Stay On-Topic: Keep discussions focused on the subject matter at hand. Avoid off-topic comments, including discussions about politics or religion, unless directly relevant to the article or content being discussed.
Constructive Criticism: While it is acceptable to disagree with the opinions of authors and other commenters, express frustration with news or updates from companies and/or franchises, or provide constructive criticism, you must do so in a respectful and constructive manner, without resorting to insults or defamation against Valnet, the Sites, its authors, other commenters, our partners or the moderation team.

If you wish to report a comment that you believe violates one of the rules above, please contact us at legal@valnetinc.com.

Violating any of the above rules will result in your comment(s) getting deleted and potentially your account being temporarily or permanently removed, at our sole discretion.

We may, at any time and in our sole discretion, edit, suppress, or remove any comments posted on the Sites, for any reason or no reason. You understand and agree that we are not obligated to review or monitor user comments or their content, but we may do so in our sole discretion. Valnet is not responsible for the content of any comments posted on the Sites.

15. Illegal Use

You shall not (directly or indirectly):

Take any action that imposes or may impose (as determined by Valnet in its sole discretion) an unreasonable or disproportionately large load on the Sites’ (or their third party providers’) infrastructure;
Interfere or attempt to interfere with the proper functioning of the Sites;
Bypass, circumvent or attempt to bypass or circumvent any restricted access to the Sites (or other accounts, computer systems or networks connected to the Sites);
Run any form of auto-responder or “spam” on the Sites;
Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Sites;
Frame, scrape, automatically download, data-mine, extract, collect, or harvest any content (including without limitation User Submissions and Mods) from the Sites in any form and by any means;
Use or copy any content from the Sites for the development of any software program, including, without limitation, training a machine learning or artificial intelligence (AI) system;
Decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Sites; or
Otherwise take any action in violation of these Terms.

16. Privacy and Confidentiality

Valnet undertakes not to use or disclose the information provided by its users for any other purpose than providing the Sites or related services, in accordance with our Privacy Policy . However, Valnet cannot guarantee the confidentiality of the information submitted over the Internet. As such, users must accept the entire responsibility in the event that confidential information is disclosed. Further, Valnet may work with law enforcement in providing information in relation to any investigation or crime if required by law or if Valnet, in its sole discretion, elects to do so.

17. DISCLAIMER & WARRANTY

The Sites may include general content relating to a range of topics, including medical, health, legal, tax, or financial issues. You should not rely on the Sites for individual advice on such issues and should rather consult with a qualified professional. You alone will bear the sole responsibility for evaluating the merits and/or risks associated with use of the Sites’ content.

THE CONTENT AVAILABLE ON OR THROUGH THE SITES IS IN NO WAY INTENDED TO, AND SHALL NOT BE CONSTRUED TO: (A) CONSTITUTE PROFESSIONAL MEDICAL, HEALTH, LEGAL, TAX, OR FINANCIAL ADVICE; (B) RECOMMEND, ENDORSE, OR ADVISE REGARDING ANY FINANCIAL INSTRUMENT OR INVESTMENT STRATEGY; OR (C) DIAGNOSE, CURE, OR TREAT ANY MEDICAL, HEALTH OR OTHER CONDITION. ALWAYS SEEK THE ADVICE OF A QUALIFIED PROFESSIONAL. FOR EXAMPLE, SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER PRIOR TO STARTING ANY NEW DIET, AND ASK YOUR DOCTOR ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION.

IN ADDITION TO ALL OTHER LIMITATIONS AND DISCLAIMERS SET FORTH IN THESE TERMS, WE AND OUR LICENSORS, VENDORS, AND/OR SERVICE PROVIDERS DISCLAIM ANY LIABILITY OR LOSS IN CONNECTION WITH THE CONTENT OBTAINED ON OR THROUGH THE SITES. YOU USE THE SITES AT YOUR SOLE RISK. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE SITES, FUNCTIONS AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE EXPLICITLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES WITH RESPECT TO ANY UPTIME OR UNINTERRUPTED ACCESS, THE AVAILABILITY, ACCURACY OR USEFULNESS OF ANY CONTENT, OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, FEATURES, QUALITY, COMPATIBILITY, PERFORMANCE, SECURITY OR ACCURACY. WE DO NOT WARRANT THE SITES AND/OR ANY CONTENT WILL BE TIMELY, SECURE, UNINTERRUPTED, OR OPERATED FREE OF DELAYS IN TRANSMISSION, FAILURE IN PERFORMANCE, COMPUTER VIRUSES, INACCURACIES, ERRORS, OMISSIONS OR DEFECTS. WE MAKE NO WARRANTY THAT THE SITES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT. WE ALSO ASSUME NO RESPONSIBILITY, AND SHALL NOT BE LIABLE, FOR ANY DAMAGES TO, OR VIRUS(ES) THAT MAY INFECT YOUR, COMPUTER EQUIPMENT, CELLULAR/MOBILE PHONE, OR OTHER PROPERTY, OR YOUR ACCESS TO, BROWSING, OR USE OF, THE SITES. YOU ARE SOLELY RESPONSIBLE FOR IMPLEMENTING SUFFICIENT SAFEGUARD PROCEDURES AND VIRUS CHECKS (INCLUDING ANTI-VIRUS, REGULAR SYSTEM UPGRADES AND OTHER SECURITY CHECKS AND MEASURES) TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR THE ACCURACY AND SECURITY OF DATA INPUT AND OUTPUT. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

18. RELEASE AND LIMITATION OF LIABILITY

BY AGREEING TO AND ACCEPTING THESE TERMS, YOU HEREBY IRREVOCABLY RELEASE VALNET AND ITS AFFILIATED PARTIES (AND THEIR OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, AND/OR AUTHORIZED AGENTS) FROM LIABILITY OF ANY KIND, AND FOR ANY CONSEQUENCE(S) ARISING FROM YOUR USE OF SITES. THIS IRREVOCABLE RELEASE APPLIES REGARDLESS OF THE THEORY OF LIABILITY AND/OR NATURE OF CLAIM, INCLUDING ANY BREACH OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE ARISING UNDER ANY OTHER LEGAL OR EQUITABLE THEORY.

THIS IRREVOCABLE RELEASE INCLUDES, BUT IS NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARISE OUT OF, OR IN CONNECTION WITH, THE USE OF OR INABILITY TO USE THE SITES AND/OR ANY SITE CONTENT, INFORMATION, SOFTWARE, PRODUCTS OR THIRD-PARTY SITES OR CONTENT OBTAINED OR ACCESSED THROUGH THE SITES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ALSO INCLUDED IN THIS IRREVOCABLE RELEASE ARE ANY AND ALL LOSSES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFIT, LOSS OF GOODWILL, INTERRUPTION, LOSS OF BUSINESS INFORMATION, DAMAGE TO REPUTATION, FEES, ACTUAL ATTORNEYS’ FEES AND COSTS, EXPENSES OR ANY DAMAGE, WHETHER DIRECT OR INDIRECT, WHETHER FINANCIAL OR NON-FINANCIAL. YOU AGREE NOT TO FILE ANY LAWSUIT OR PROCEEDING INCONSISTENT WITH THE FOREGOING LIABILITY LIMITATIONS.

Valnet shall not be held liable for any claims by third parties arising from your use of the Sites and/or any data presented through the Sites, nor shall Valnet be liable for any alleged copyright or other intellectual property infringement arising from your use of the Sites or data presented through the Sites. You agree that any claim or damages you may have against us shall only be enforceable against the legal entity and not any of its officers, directors, members, shareholders, employees, contractors, representatives, and/or authorized agents.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF VALNET AND ITS AFFILIATES EXCEED $100 (USD) IN CONNECTION WITH YOUR USE OF THE SITES, THESE TERMS OR ANY OTHER MATTERS COVERED HEREUNDER. THE LIMITATIONS OF THIS SECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT VALNET HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOU MAY NOT RECOVER FROM VALNET ANY LOSS OR DAMAGES ATTRIBUTED TO, OR AMOUNT PAID BY, ANY USER, USER’S REPRESENTATIVE, OR OTHER PERSON.

THE LIMITATIONS SET FORTH IN THIS SECTION SHALL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT OF VALNET FOR ANY MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS ONLY, SUCH LIABILITY SHALL INSTEAD BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Exclusions and limitations. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above disclaimers and limitations of liability may not apply to you. To the extent that any party may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Valnet’s liability shall be the minimum permitted under such applicable law.

19. Indemnity

To the fullest extent allowed by law, you agree to indemnify, defend and hold Valnet, its affiliates, and their respective subsidiaries, directors, officers, employees, agents, and applicable third parties (including all relevant partners, licensors, licensees, consultants, and contractors) (“Indemnified Person(s)”) harmless from and against any third party claim, liability, loss, and expense (including damage awards, settlement amounts, and reasonable court and attorneys’ fees), brought against any Indemnified Person(s), arising out of your use of the Sites and/or your breach of any of these Terms. You acknowledge and agree that each Indemnified Person has the right to assert and enforce its rights under this Section directly on its own behalf as a third-party beneficiary.

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 favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

20. STATUTE OF LIMITATIONS

TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF, OR RELATED TO, THE SITES, USE THEREOF OR THESE TERMS MUST COMMENCE WITHIN TWO (2) YEARS AFTER THE CONDUCT THAT CAUSED THE DISPUTE (AS DEFINED BELOW) FIRST OCCURRED; OTHERWISE, SUCH CLAIM OR CAUSE OF ACTION IS PERMANENTLY BARRED, WHICH MEANS THAT THE PARTY WITH THE CLAIM OR CAUSE OF ACTION WILL NOT HAVE THE RIGHT TO ASSERT THE CLAIM AGAINST THE OTHER PARTY.

21. Governing Law and Jurisdiction

Except where prohibited by applicable law, these Terms, and all claims or causes of action (whether sounding in contract, tort, any statutory cause of action, or any other legal theory) that may be based upon, arise out of, or relate to these Terms, the use of the Sites, the rights and responsibilities of the parties, and all other disputes between the parties, shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to or application of conflict of law. Any Dispute that is not subject to the arbitration agreement as outlined in Section 22 below (including if the arbitration agreement is for any reason held to be unenforceable) shall only be litigated in the federal or state courts of New York County, State of New York and you and Valnet both agree to submit to the personal jurisdiction of any federal or state court in New York County, State of New York.

22. BINDING ARBITRATION AND CLASS ACTION WAIVER AND REPRESENTATIVE-TYPE ACTION WAIVER

READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING WAIVING YOUR RIGHT TO FILE A LAWSUIT IN COURT OR TO PURSUE CLAIMS IN A CLASS, GROUP OR REPRESENTATIVE CAPACITY, OR AS A PRIVATE ATTORNEY GENERAL, OR AS A THIRD PARTY.

(a) CLASS ACTION WAIVER AND REPRESENTATIVE-TYPE ACTION WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER YOU NOR VALNET SHALL BE ENTITLED TO PARTICIPATE IN ANY PAST, PENDING, OR FUTURE CLASS OR OTHER REPRESENTATIVE-TYPE ACTIONS, TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR PARTICIPATE IN OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY, OR OTHERWISE SEEK TO RECOVER FOR LOSSES INCURRED BY A THIRD PARTY IN ANY ACTION PURSUANT TO ANY STATUTE THAT ALLOWS RECOVERY ON BEHALF OF, FOR THE BENEFIT OF, OR OF AMOUNTS LOST OR SPENT BY, OTHER INDIVIDUALS IN CONNECTION WITH ANY DISPUTE (DEFINED BELOW). YOU AND VALNET ARE EACH EXPRESSLY AND UNCONDITIONALLY WAIVING SUCH RESPECTIVE RIGHTS, INCLUDING THE RIGHTS TO A TRIAL BY JURY. TO THE EXTENT APPLICABLE LAW DOES NOT ALLOW THE WAIVER OF CERTAIN CLAIMS, BUT PERMITS THOSE CLAIMS TO BE ARBITRATED, THEN SUCH CLAIMS SHALL BE RESOLVED IN ARBITRATION. TO THE EXTENT ALLOWED BY LAW, THE ARBITRATOR SHALL BE EMPOWERED TO GRANT WHATEVER RELIEF WOULD BE AVAILABLE IN A COURT UNDER LAW OR IN EQUITY, INCLUDING INJUNCTIVE RELIEF.

(b) AGREEMENT TO ARBITRATE. To the fullest extent permitted by law, you and Valnet agree to submit all Disputes between us to individual, binding arbitration pursuant to the provisions in this Section 22. A “Dispute ” means any dispute, claim, or controversy (except those specifically excluded below) between you and Valnet that in any way relates to, or arises from, any aspect of our relationship, including, without limitation, your use of the Sites, all marketing related to the Sites, enhancements, any licensed content, and all matters relating to or arising from these Terms (including Valnet’s Privacy Policy and all other terms incorporated into these Terms) or any other agreement between you and Valnet, including any disputes over the validity, enforceability, or interpretation of this agreement to arbitrate. Our Dispute shall be subject to these BINDING ARBITRATION AND CLASS ACTION AND REPRESENTATIVE-TYPE WAIVER provisions regardless of whether the Dispute is based in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, and negligence), or any other legal or equitable theory. This includes claims or requests for relief that accrued before you agreed to these Terms. You and Valnet understand that there is no judge or jury in arbitration and that court review of an arbitration award is limited. The parties waive their rights to a jury trial and to have any Dispute resolved in court.

(c) Notice of Dispute. Prior to initiating arbitration, you must first send a written notice of the Dispute (“Notice of Dispute”) by certified mail to Valnet at: 7405 TransCanada Route, Suite 100, Saint-Laurent, QC, Canada, H4T 1Z2: Legal Department. The Notice of Dispute must include the following at a minimum: (i) your full name and contact information, (ii) a detailed description of your claim or Dispute with Valnet, including dates, and (iii) the specific damages or other remedy or remedies that you are seeking. If we have a Dispute with you, we must first send a written Notice of Dispute detailing the Dispute to you by mail, email or in your user account. If the claim detailed in either parties’ Notice of Dispute is not resolved within thirty (30) days of sending a Notice of Dispute that conforms with these requirements, then you or Valnet may commence arbitration according to the requirements in these Terms (“Initial Dispute Resolution Period”).

(d) If a Dispute cannot be resolved through negotiations during the Initial Dispute Resolution Period, then either party may initiate binding arbitration as the sole means to formally resolve the Dispute, unless an exception or exclusion applies as stated below. The arbitration will be administered by a single arbitrator by JAMS in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”) effective as of the date of the Notice of Dispute, the current version of which are available at the JAMS website athttps://www.jamsadr.com/rules-streamlined-arbitration, as modified by these Terms. If, for any reason, JAMS is unable to provide the arbitration, then except as otherwise stated below, you or we may file the Dispute with any national arbitration company that handles consumer arbitrations following procedures that are substantially similar to the JAMS Rules.

(e) Unless contrary to the JAMS Rules, arbitration hearings may be conducted by videoconference unless the arbitrator believes an in-person hearing is necessary. If the arbitrator believes an in-person hearing is necessary, the location of an arbitration hearing will be decided pursuant to the JAMS Rules. For users outside the United States, arbitration shall be initiated in New York County, State of New York. You and Valnet agree to submit to the personal jurisdiction of any federal or state court in New York County, State of New York, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. In an arbitration, the arbitrator shall allow dispositive motions.

(f) The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law. The decision of the arbitrator shall be final and binding on you and Valnet, and any award of the arbitrator may be entered in any court of competent jurisdiction. To the greatest and broadest extent permitted by law, the arbitrator shall determine the scope, validity, interpretation and enforceability of this arbitration agreement, including whether a Dispute is subject to arbitration. The arbitration shall be governed by the Federal Arbitration Act.

(g) Notwithstanding anything to the contrary herein, if the arbitrator may not legally adjudicate or award a particular legal or equitable claim or remedy, such claim or remedy shall be stayed until all other claims and remedies are final and the arbitration completed, after which the federal or state court may adjudicate the remaining claim or remedy. In doing so, the federal or state court is bound under the principles of claim or issue preclusion by the decision of the arbitrator.

(h) The seat of the arbitration, to the extent it becomes necessary to name an arbitral seat, shall be New York and the lex arbitri of the arbitration shall be New York law.

(i) Exception – Litigation of Intellectual Property Claims and Small Claims Court Claims. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may bring an action in state or federal court that only asserts claims for patent infringement or invalidity, copyright or trademark infringement, claims under the Computer Fraud and Abuse Act, and/or trade secret misappropriation, but not, for clarity, claims related to the license granted to you for the Sites under these Terms. Such claims are subject to the jurisdiction and applicable law provisions in Section 21. Either party may also seek relief in a small claims court for any individual disputes or claims within the scope of that court’s jurisdiction. If an arbitration is filed, before the arbitrator is formally appointed, either party can send written notice to the opposing party and the arbitration provider that it wants the case decided by a small claims court, after which the arbitration provider shall close the case.

(j) Exception – Mass Arbitration For mass arbitrations (which are defined as 25 or more similar demands for arbitration filed against the same party or related parties by individual claimants represented by either the same law firm or law firms acting in coordination), the JAMS Mass Arbitration Procedures and Guidelines (“JAMS Mass Arbitration Rules”) shall apply. In such proceedings, the parties agree that, notwithstanding any other provisions of these Terms, the Process Administrator (as described in the JAMS Mass Arbitration Rules) and the arbitrators shall have the authority to implement the procedures set forth in the JAMS Mass Arbitration Rules, including the authority to batch together individual arbitration demands into a single coordinated proceeding. All provisions of this Section 22 that are not in conflict with the JAMS Mass Arbitration Rules shall continue to apply.

(k) 30 Day Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration agreement in this Section 22 by sending us a written notice via U.S. Mail, Canada Post, or by any available nationally recognized delivery service (e.g. UPS, Federal Express, etc.) to Valnet at: 7405 TransCanada Route, Suite 100, Saint-Laurent, QC, Canada, H4T 1Z2, ATTN: Legal Department. You must sign and date the notice, and include your full name, address, email, user ID or Site username (if available), and a clear statement that you are opting out of this arbitration agreement in the notice. The notice must be sent within thirty (30) days of the date on which you first access or use the Sites and agree to these Terms; otherwise, you shall be bound in accordance with this Section 22. If you opt out of these arbitration provisions, Valnet also will not be bound by them.

23. Miscellaneous

These Terms, together with the Privacy Policy and all other documents referenced herein, constitute the entire agreement between Valnet and you with respect to your use of the Sites, and supersede any prior agreements. Valnet’s failure to insist upon, or enforce, strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right. If any provision of these Terms is determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the validity of the remaining provisions hereof. The section headings in these Terms are for convenience only and shall not affect their interpretation.

24. Changes

These Terms are current as of the “updated” date which appears at the top of this page. Valnet reserves the exclusive right to modify these Terms at any time by posting such modified Terms at www.valnetinc.com/en/terms-of-use . Non-material changes and clarifications will take effect immediately as of the “updated” date indicated in the Terms, and material changes will take effect thirty (30) days after such date. We will also endeavor to provide advance notice of any material changes to the Terms. What constitutes a “material change” for the purposes of this Section will be determined at our sole discretion, in good faith and using common sense and reasonable judgment. Any continued use of the Sites after the “updated” date of such modified Terms will be deemed conclusive of your acceptance of these Terms as modified.

25. Notice For California Users

Under California Civil Code Section 1789.3, users of the Sites from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

26. Contact Information

If you have any questions about these Terms, please contact us at legal@valnetinc.com or at 7405 TransCanada Route, Suite 100, Saint-Laurent, QC, Canada, H4T 1Z2, ATTN: Legal Department.