Booth Terms of Service

LAST UPDATED: 2022-10-20

INVISV Booth Terms of Service

Please read these Terms of Service (the “Agreement”) carefully. Your use of the Invisv Offering (as defined below) constitutes your consent to this Agreement.

This Agreement is between you and Invisv Inc. (“Company” or “we” or “us”) concerning your use of (including any access to): (a) Company’s mobile software application (together with any materials, services, and subscription packages available therein, and successor products thereto, the “Booth App”); and (b) certain Third-Party Materials made available through the Booth App (together with the Booth App, the “Invisv Offering”). This Agreement hereby incorporates by this reference any additional terms and conditions posted by Company, or otherwise made available to you by Company.

By clicking the “agree” button, or downloading or using the Invisv Offering, you affirm that you are of legal age to enter into this Agreement or, if you are not, that you have obtained parental or guardian consent to enter into this Agreement.

If you are an individual accessing or using the Invisv Offering on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (an “Organization”), then you are agreeing to this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. References to “you” and “your” in this Agreement will refer to both the individual using the Invisv Offering and to any such Organization.

This Agreement contains a mandatory arbitration provision that, as further set forth in Section 19 below, requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or any other court proceedings, or class actions of any kind.

1. Changes. We may change this Agreement from time to time by notifying you of the changes by any reasonable means, including by posting a revised Agreement through the Invisv Offering. No such changes will apply to any dispute between you and us arising before we posted the revised Agreement incorporating the changes, or otherwise notified you of the changes.

   Your use of the Invisv Offering after any changes to this Agreement will constitute your acceptance of those changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Invisv Offering (including access to the Invisv Offering via any third-party links); charge, modify or waive any fees required to use the Invisv Offering; or offer opportunities to some or all Invisv Offering users.

2. Usage Limits and Membership Plans.

   a. You acknowledge that the Invisv Offering is a data service and not a telecommunications service. Company may offer the Invisv Offering in multiple “plans”. The duration of the membership period for each Membership Plan (the “Membership Term”), the applicable fees for each Membership Plan (the “Membership Fee”), and other related payment terms (e.g., due dates) are described during the checkout process and are subject to change by Company from time to time. If you would like to discuss modifying your existing Membership Plan, please contact Company at booth@invisv.com. Currently, the Membership Plans offer unlimited usage, but some Membership Plans may be subject to user limits or time limits. Membership Plans may be subject to additional or different terms, conditions or policies, as made available and updated by Company from time to time. In the event of any conflict between any such terms, conditions, or policies, and this Agreement, such terms, conditions or policies will control with respect to the applicable Membership Plan.

   b. The Invisv Offering uses the public Internet and third-party networks, and is provided on a commercially reasonable efforts basis. The Invisv Offering is not intended to be accessed or used for any time-critical purpose. Many circumstances, including things beyond our control, may affect the reliability, availability and qualify of the Invisv Offering and network connections. Such events could include a loss of power, loss of Internet service, changes in the coverage of third-party cellular data networks, and fluctuations in the quality of service of the public Internet or third-party networks. Company will seek in good faith to reduce disruptions to the Invisv Offering, but has no obligation to provide any credits, refunds, extensions or other compensation for any potential loss, including due to any interruptions, unavailability, or reduced bandwidth or quality of the Invisv Offering.

3. License Grant. Subject to the terms of this Agreement, Company grants to you a limited, non-exclusive, and non-transferable license to use the Invisv Offering for your personal, non-commercial use strictly in accordance with the Invisv Offering’s documentation.

4. License Restrictions. You will not:

   a. copy the Invisv Offering;

   b. modify, translate, adapt, or create derivative works or improvements of the Invisv Offering;

   c. reverse engineer, disassemble, decompile, decode, or attempt to derive or gain access to the source code of the Invisv Offering or any part thereof;

   d. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Invisv Offering; or

   e. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Invisv Offering, or any features or functionality of the Invisv Offering, to any third party for any reason.

5. Reservation of Rights. The Invisv Offering is licensed, not sold, to you. You do not acquire any ownership interest in the Invisv Offering under this Agreement or otherwise, or any other rights thereto, except to use the Invisv Offering in accordance with the license granted in Section 3 above, subject to all terms, conditions, and restrictions under this Agreement. Company and its licensors and service providers reserve and will retain their entire right, title, and interest in and to the Invisv Offering, including all intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

6. Updates. Company may from time to time in its sole discretion develop and provide updates to the Invisv Offering, which may include upgrades, bug fixes, patches, other error corrections, or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You will promptly download and install all Updates, and you acknowledge that the Invisv Offering or portions thereof may not properly operate if you fail to do so. All Updates that we make available to you will be deemed part of the Invisv Offering and be subject to this Agreement.

7. Information Submitted. Your submission of information through the Invisv Offering is governed by Company’s Privacy Policy, located at https://booth.video/privacy (the “Privacy Policy”). You represent and warrant that any information you make available in connection with the Invisv Offering is and will remain accurate and complete, and that you will maintain and update such information as needed.

8. Geographic Restrictions. The Invisv Offering is controlled or operated (or both) from the United States, and is not intended to subject Company to any non-U.S. jurisdiction or law. The Invisv Offering may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Invisv Offering is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Invisv Offering’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.

9. Rules of Conduct. You must not:

   • Use the Invisv Offering for any commercial purpose, or for any purpose that is fraudulent or tortious or unlawful.

   • Interfere with or disrupt the operation of the Invisv Offering or the servers or networks used to make the Invisv Offering available, including by hacking or defacing any portion of the Invisv Offering; or violate any requirement, procedure or policy of those servers or networks.

   • Restrict or inhibit any other person from using the Invisv Offering.

   • Frame or mirror any portion of the Invisv Offering, or otherwise incorporate any portion of the Invisv Offering into any product or service.

   • Systematically download and store Invisv Offering content.

   You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Invisv Offering.

10. Registration; User Names and Passwords. You may need to register to use all or part of the Invisv Offering. We may reject, or require that you change, any user name, password or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you, and not Company, are responsible for any use or misuse of your user name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name or password, or your Invisv Offering account.

11. Feedback. If you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Invisv Offering or otherwise, you hereby acknowledge and agree that such Feedback is not confidential, Company is free to retain, use, and incorporate such Feedback in its products and services without payment of royalties or other consideration to you, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place Company under any fiduciary or other obligation.

12. Monitoring. We may (but have no obligation to) analyze your access to or use of the Invisv Offering. We may need to, and we may, disclose information regarding your access to and use of the Invisv Offering, and the circumstances surrounding such access and use, in order to comply with applicable laws and regulations and otherwise in accordance with our Privacy Policy.

13. Third-Party Materials. Certain App functionality may display, include, or make available access to information, products, services and other materials made available by third parties (“Third-Party Materials”), or allow for the routing or transmission of Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third-Party Materials.

    Unless expressly specified in the Invisv Offering, we neither control nor endorse, nor are we responsible for, any Third-Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party-Materials, or any intellectual property rights therein. Certain Third-Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement will be deemed to be a representation or warranty by Company with respect to any Third-Party Materials. Company has no obligation to monitor Third-Party Materials, and we may block or disable access to any Third-Party Materials (in whole or part) through the Invisv Offering at any time.

    Your use of Third-Party Materials is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third-Party Materials (such as terms of service or privacy policies of the providers of such Third-Party Materials).

14. Service Charges, Billing, and Payment.

    a. Company may charge you certain service fees and other taxes and fees, which may include, but are not limited to, fees for your selected Membership Plan; activation fees; usage charges; advanced feature charges; data charges; premium services and add-ons; and regulatory compliance fees. The amount of such fees will be published on Company’s website at https://booth.video and are incorporated by reference herein, as updated by Company from time to time. Failure to pay any service fees, other taxes or fees may result in suspension or termination of your account without notice.

    b. In order to purchase or active the Invisv Offering, including any portion thereof, you may be required to provide Company with a valid e-mail address and a credit or debit card number, together with the billing address for the card. We reserve the right to stop accepting credit or debit cards from one or more card issuers at any time without notice. If your credit or debit card expires, or if you close your account, your billing address changes, or your credit or debit card is cancelled or replaced, you must promptly advise us and provide new credit or debit card information, or Company may terminate or suspend your account. You hereby authorize Company (and acknowledge and agree that Company does not need to obtain any additional authorization from you) to charge any recurring payments, automatic billing options or other fees to any updated credit card or debit card information provided by your credit card or debit card company to us. We reserve the right to terminate or suspend your account if you put a stop payment on your account with a financial institution in connection with payment of any of your charges.

    c. If you participate in a Membership Plan, your subscription to such Membership Plan will automatically renew for the then-current Membership Fee(s), unless you cancel your applicable Membership Plan by notifying us at least forty-eight (48) hours before the applicable renewal date that you wish to cancel your Membership Plan or do not wish to automatically renew your Membership Plan. You understand and agree that your Membership will automatically continue for additional periods, unless you cancel or do not renew in accordance with this Agreement, and you authorize Company for each such renewal, using any payment card that Company has on file for you. Upon such termination, you may request a refund on a pro rata basis for any unused term in the applicable period of service.

15. Disclaimer of Warranties. to the fullest extent permitted under applicable law: (a) the Invisv Offering is made available to you on an “As Is,” “Where Is” and “Where Available” basis, without any warranties of any kind, whether express, implied or statutory; and (b) Company disclaims all warranties with respect to the Invisv Offering, including the warranties of merchantability, fitness for a particular purpose, non-infringement and title. All disclaimers of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both Company and its affiliates and their respective shareholders, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers and service providers (collectively, the “Affiliated Entities”), and their respective successors and assigns.

    While we try to maintain the timeliness, integrity and security of the Invisv Offering, we do not guarantee that the Invisv Offering is or will remain updated, complete, correct or secure, or that access to the Invisv Offering will be uninterrupted. The Invisv Offering may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Invisv Offering. If you become aware of any such alteration, contact us at booth@invisv.com with a description of such alteration and its location in the Invisv Offering.

16. Limitation of Liability. To the fullest extent permitted under applicable law: (a) Company will not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind, under any contract, tort (including negligence), strict liability or other theory, including damages for loss of profits, use or data, loss of other intangibles, even if advised in advance of the possibility of such damages or losses; (b) without limiting the foregoing, Company will not be liable for damages of any kind resulting from your use of or inability to use the Invisv Offering (including from any Third-Party Materials, including from any Virus that may be transmitted in connection therewith); (c) your sole and exclusive remedy for dissatisfaction with the Invisv Offering or any Third-Party Materials is to stop using the Invisv offering; and (d) the maximum aggregate liability of Company for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, will be the total amount, if any, paid by you to Company to use the invisv offering for the previous twelve (12) months. All limitations of liability of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both Company and the Affiliated Entities, and their respective successors and assigns.

17. Indemnity. To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless Company and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Invisv Offering, including the material you access or receive, or submit, transmit or make available, in connection with the Invisv Offering; and (b) any violation or alleged violation of this Agreement by you.

18. Term; Termination.

    a. The term for each Membership Plan that you select will begin on the date it is activated and will continue until such Membership Plan is terminated by you or by Company, as set forth herein. Notwithstanding the foregoing, the description of the Invisv Offering or the pricing therefor may provide for or require a minimum initial term for a Membership Plan or a monthly service fee. Details regarding minimum initial terms and monthly service fees may be described on Company’s website, and are incorporated by reference into this Agreement, as updated by Company from time to time.

    b. Company may terminate or suspend your use of the Invisv Offering at any time and without prior notice, for any or no reason, including if Company believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Invisv Offering will immediately cease, and Company may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials. Sections 4, 5, 11, 12, 13, 14(d), 15, 16, 17, 18(b), 19, 20, 21, 22, and 23 will survive any expiration or termination of this Agreement.

19. Governing Law; Arbitration. The terms of this Agreement are governed by the laws of the United States (including federal arbitration law) and the State of California, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. Except for disputes that qualify for small claims court, all disputes arising out of or related to this Agreement or any aspect of the relationship between you and Company, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury and you agree that Company and you are each waiving the right to trial by a jury. Such disputes include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability or validity of the arbitration provision or any portion of the arbitration provision. All such matters shall be decided by an arbitrator and not by a court or judge.

    You agree that any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted and you are agreeing to give up the ability to participate in a class action.

    The arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules, as amended by this Agreement. The Consumer Arbitration Rules are available online at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.

20. Filtering. We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers. Please note that Company does not endorse any of the products or services listed on such site.

21. Information or Complaints. If you have a question or complaint regarding the Invisv Offering, please send an e-mail to booth@invisv.com. You may also contact us by writing to 4676 ADMIRALTY WAY #503 MARINA DEL REY, CA 90292, or by calling us at (323) 716-4054. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

22. Export Controls. You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.

23. Miscellaneous. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Company. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement will be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Company relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Company relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Invisv Offering or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Company will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.