Delegator Terms and Conditions
Last Updated: May 26, 2020
Welcome to the VideoCoin Network, the global decentralized network for video encoding, storage, and distribution. As a delegator on the VideoCoin Network, you will have the opportunity to earn fiat currency ($USD) and/or native VideoCoin tokens (“VID”) by staking your VID to one or more eligible VideoCoin Network Worker accounts. As a worker to whom you have delegated VID are paid for providing compute resources for video transcoding and related services (the “Worker Services”), a percentage of their compensation will be allocated to the pool of delegators that have staked VID to that worker’s account and will be disbursed by that worker to each of its delegators, in accordance with these Terms and as more fully described on the VideoCoin Network Worker webpages at [www.videocoin.io/workers] (the “VideoCoin Network Worker Site”). These VideoCoin Delegator Terms and Conditions (these “Terms”) govern your access to and use of the VideoCoin software, APIs, and tools made available to delegators on the VideoCoin Network Worker Site for purposes of staking VID to eligible worker accounts (the “VideoCoin Delegator Materials”), and your ability and rights to delegate VID to those accounts and share in the compensation received by the applicable VideoCoin Network Workers based on their performance of Worker Services (collectively, the “VideoCoin Delegator Program”). The VideoCoin Network Worker Site includes additional policies and requirements regarding each of the foregoing, including processes and technical requirements for staking and delegating VID to eligible worker accounts, bonding, and unbonding policies, payment terms, and related policies (the “VideoCoin Delegator Program Requirements”), each of which are incorporated into and made part of these Terms.
For purposes of these Terms, “we”, “us”, and “our” refer to Live Planet, Inc., operator of the VideoCoin Network, and “you” and “your” refer to the VideoCoin delegator who agrees to these Terms. If you are accessing and using the VideoCoin Delegator Program on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.
For clarity, Live Planet, Inc. operates the VideoCoin Network Worker Program and the VideoCoin Delegator Program under license from VideoCoin Development Association Limited, a company organized under the laws of the Cayman Islands, which is the developer of the blockchain-based VideoCoin Network and the associated cryptographic tokens known as VideoCoin tokens or VID. Live Planet, Inc. does not offer or sell VID or any other cryptographic tokens.
Agreement to Terms. By accessing or using the VideoCoin Delegator Materials or participating in the VideoCoin Delegator Program, you agree to be bound by these Terms, including the VideoCoin Delegator Program Requirements. If you don’t agree to be bound by these Terms, you will not be entitled to and will not access or use the VideoCoin Delegator Materials or participate in the VideoCoin Delegator Program or receive any compensation for delegating VID to VideoCoin Network Worker accounts.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND US THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 18 (DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).
Eligibility. You may participate in the VideoCoin Delegator Program only if you are a legal entity or individual 18 years or older and capable of forming a binding contract and are not barred from participating under applicable law. You may not establish an account or participate if you are resident in or a national of any country or region that is subject to a general trade embargo administered by the United States Office of Foreign Asset Controls, including Iran, Syria, Cuba, North Korea, or the Crimea Region of Ukraine.
Delegation Process. In order to participate in the VideoCoin Delegator Program and receive a share of the compensation paid to eligible VideoCoin Network Workers for performing Worker Services, you will be required to download and install the VideoCoin staker software made available on the VideoCoin Network Worker Site associate the number of VID you wish to stake (your “Delegated Stake”) with an eligible VideoCoin Network Worker account in accordance with the delegator instructions posted to the VideoCoin Network Worker Site (the “Delegator Instructions”). Eligible VideoCoin Network Workers will be those that have announced publicly in writing that they are willing to accept Delegated Stake and will operate a delegate pool, or VideoCoin Network Workers who have agreed with you in writing to accept your Delegated Stake and to disburse your share of the Delegator Share (as defined below) to you. You agree not to attempt to or stake VID to any VideoCoin Network Worker who does not meet the eligibility criteria set forth above. Once you have staked your Delegated Stake to a given worker account has, the VideoCoin network will designate a percentage of the compensation due to that worker to that worker’s delegate pool (the “Delegator Share”). As of our Everest launch, the Delegator Share is twenty percent (20%) of the compensation payable to the applicable worker account. We reserve the right to change the Delegator Share at any time by announcing the change on the VideoCoin Network Worker Site. Once a given worker account receives a payment for successful completion of Worker Services through the VideoCoin network, the worker will then be responsible for disbursing the Delegator Share to each of its delegators in accordance with that worker’s delegate pool allocation. You acknowledge and agree that each VideoCoin Network Worker is responsible for setting its own rules and methods for allocating the Delegator Share amongst its delegators, and you are encouraged to confirm the applicable allocation with the worker before staking your Delegated Stake.
Worker Responsibility for Payment to Delegators. You acknowledge and agree that it is the responsibility of the applicable worker to disburse to you the applicable portion of the Delegator Share paid to that worker, and that we have no obligation to compel a worker to make any such disbursement. You expressly agree that we will have no liability for any failure of a worker to disburse any part of the Delegator Share to you pursuant to the above, and you hereby forever waive any right to assert or bring any claim against us based on any failure of a worker to disburse the Delegator Share. If you wish to have an enforceable right to receive any such disbursement from a worker to whom you make a Delegated Stake, you may enter into a separate agreement with that worker.
Bonding and Unbonding. There is currently no bonding period for your Delegated Stake. Once you have downloaded the VideoCoin Delegator Materials and performed the delegate function in accordance with the Delegator Instructions, you will able to receive your percentage of the Delegator Share for so long as the applicable worker account remains in good standing. In order to withdraw your Delegated Stake, you will need to process a withdrawal request within the VideoCoin Delegator Materials in accordance with the Delegator Instructions. There will be a mandatory twenty-one day unbonding period (the “Unbonding Period”) after receipt of a withdrawal request before you will be entitled to withdraw your Delegated Stake. During the unbonding Period, you will continue to be entitled to receive from the applicable worker your percentage of the Delegator Share based on your Delegated Stake.
Assignment of Video Workloads and Provision of Worker Services. Once a worker account is bonded and for so long as the account remains in good standing, the worker will be eligible to receive video workloads, perform Worker Services, and receive payment. The VideoCoin Network will assign video workloads to eligible worker nodes based on a reputation score determined in accordance with the algorithm described on the VideoCoin Network Worker Site. The worker’s reputation score will be based upon a number of factors, including the sum of Direct Stake and Delegated Stake associated with the worker’s account, the quality and capacity of the compute resources associated with the account, and the number and volume of video workloads that the worker has processed successfully. Once a video workload is assigned to a given worker’s account and the worker has successfully completed and delivered the Worker Services with respect to that workload, the VideoCoin Network will issue a “Proof of Transcoding” message (the “Proof of Transcoding”). Once the Proof of Transcoding is validated on the VideoCoin Network and we receive payment from the person or entity that requested the Worker Services with respect to that video workload, we will issue a payment to the worker’s account in accordance with the payment provisions set forth in the VideoCoin Network Worker Terms of Service. As a delegator, you acknowledge and agree that the worker to whom you have made your Delegated Stake is solely responsible for the provision of Worker Services assigned to that worker’s account, including the use and provision of all compute and network resources associated therewith. You acknowledge and agree that issuance and validation of a Proof of Transcoding is determined strictly through the VideoCoin Network protocol, and that we are not responsible and will have no liability arising from any failure to obtain a Proof of Transcoding with respect to any video workloads that are assigned to a given worker’s account. You expressly agree to assume all risk arising from your association of Delegated Stake to a given worker’s account, including any risk that video workloads for which the applicable worker provides Worker Services will not receive a Proof of Transcoding and any risk that the worker will not receive payment for any workload that does not receive a Proof of Transcoding.
Changes to Terms or the VideoCoin Delegator Program. We may update these Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the updated Terms on the VideoCoin Network Worker Site or through other communications. It’s important that you review the Terms whenever we update them or you participate in the VideoCoin Delegator Program. If you continue to access or use the VideoCoin Delegator Materials or participate in the VideoCoin Delegator Program after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then, except as otherwise provided in Section 18(f) “Effect of Changes on Arbitration,” you may not use the VideoCoin Delegator Materials or participate in the VideoCoin Delegator Program. Because our VideoCoin Delegator Program is evolving over time, we may change or discontinue all or any part of the VideoCoin Delegator Program at any time and without notice, at our sole discretion.
Feedback. We welcome feedback, comments and suggestions for improvements to the VideoCoin Delegator Program (“Feedback”). You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
VideoCoin Delegator Materials.
Ownership. As between you and us, we or our licensors will own all right, title and interest in and to the VideoCoin Delegator Materials and all other software and materials used to provide the VideoCoin Delegator Program.
License Grant. Subject to your compliance with these Terms, we hereby grant you a limited, non-transferable, non-sub-licensable, non-exclusive, revocable, royalty-free license to download, use, and copy the VideoCoin Delegator Materials solely for purposes of participating in the VideoCoin Delegator Program and associating your Delegated Stake to an eligible worker account, and for no other purpose.
License Restrictions. You acknowledge and agree that you have no right to and will not distribute or make the VideoCoin Delegator Materials available on a stand-alone basis. You will not (a) transfer, sublicense, lease, lend, rent, upload to or host on any website or server, sell or otherwise distribute the VideoCoin Delegator Materials to any third party; or (b) make the functionality of the VideoCoin Delegator Materials available to multiple users through any means, including, without, limitation, by uploading the VideoCoin Delegator Materials to a network or file-sharing service or through any hosting, application services provider, service bureau or any other type of services. You will not modify, translate, reverse engineer, decompile or disassemble the VideoCoin Delegator Materials. You will not remove, alter or obscure any copyright or other proprietary notice (or any source identifier) included in or with the VideoCoin Delegator Materials. All rights and licenses not expressly granted in these Terms are reserved and no other licenses or rights, express or implied or by estoppel, are granted.
General Prohibitions and Company’s Enforcement Rights. You agree not to do any of the following:
Tamper with or hack the VideoCoin Delegator Program, the VideoCoin computer systems, or the technical delivery systems of the VideoCoin Network;
Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the VideoCoin Delegator Program or VideoCoin Network;
Impersonate or misrepresent your affiliation with any person or entity, or attempt to artificially inflate any worker’s reputation score the number of VID associated with any worker’s account;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure designed or intended to secure or protect any video content stored, processed, streamed, or distributed through the VideoCoin Network Worker Program or the VideoCoin Network;
Access, copy, distribute, or publish any video content included in any video workloads assigned to your Account or otherwise processed through the VideoCoin Network Worker Program or on the VideoCoin Network;
Forge, counterfeit, or attempt to use any fake, counterfeit, or unauthorized VID or other tokens to access or participate in the VideoCoin Delegator Program, or use any methods to generate or obtain disbursements other than the authorized methods as described in the VideoCoin Delegator Program;
Adversely affect the goodwill of the VideoCoin Delegator Program or the VideoCoin Network;
Violate any applicable law or regulation; or
Encourage or enable any other individual to do any of the foregoing.
Although we are not obligated to monitor access to or participation in the VideoCoin Delegator Program, we have the right to do so for the purpose of operating the VideoCoin Delegator Program, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to suspend or terminate the VideoCoin Delegator Program at any time and without notice. We have the right to investigate violations of these Terms or conduct that affects the VideoCoin Delegator Program. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Links to Third Party Websites or Resources. The VideoCoin Delegator Program (including the VideoCoin Network Worker Site) may contain links to third-party websites or resources. Such links are provided only as a convenience and we are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
Termination. We may terminate your access to and use of the VideoCoin Delegator Program or the VideoCoin Delegator Materials, at our sole discretion, at any time and without notice to you. You may withdraw your Delegated Stake at any time in accordance with Section 5 of these Terms. Upon any termination, discontinuation or cancellation of the VideoCoin Delegator Program or of any worker account to which you have contributed Delegated Stake, the following Sections will survive: 8, 9, 11, 12, 13, 14, 15, 16, 17, 18, and 19. Any Delegated Stake associated with an account at the time of termination will be refunded to you.
THE VIDEOCOIN DELEGATOR MATERIALS, VIDEOCOIN DELEGATOR PROGRAM, AND VIDEOCOIN NETWORK ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the VideoCoin Delegator Program 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 the VideoCoin Delegator Program or the VideoCoin Network. You acknowledge and agree that you participate in the VideoCoin Delegator Program at your own risk and expense, and that we make no guarantee or representation that you will receive any compensation or disbursements as a result of your participation.
YOU ACCEPT AND ACKNOWLEDGE THAT THERE ARE RISKS ASSOCIATED WITH PARTICIPATING IN THE VIDEOCOIN DELEGATOR PROGRAM INCLUDING, BUT NOT LIMITED TO, THE RISK OF FAILURE OF HARDWARE, SOFTWARE AND INTERNET CONNECTIONS, THE RISK OF MALICIOUS SOFTWARE INTRODUCTION, LOSS OF THE VID TOKENS INCLUDED IN YOUR DELEGATOR STAKE, AND THE RISK THAT THIRD PARTIES MAY OBTAIN UNAUTHORIZED ACCESS TO INFORMATION STORED WITHIN YOUR VID WALLET OR ON THE VIDEOCOIN NETWORK. YOU ACCEPT AND ACKNOWLEDGE THAT WE WILL NOT BE RESPONSIBLE FOR ANY LOSSES, FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS YOU MAY EXPERIENCE WHEN PARTICIPATING IN THE VIDEOCOIN DELEGATOR PROGRAM, INCLUDING ANY LOSS OF VID TOKENS OR FUNDS, HOWEVER CAUSED.
YOU ACCEPT AND ACKNOWLEDGE THAT THERE ARE RISKS ASSOCIATED WITH UTILIZING THE VIDEOCOIN NETWORK, INCLUDING, BUT NOT LIMITED TO, THE RISK OF UNKNOWN VULNERABILITIES IN OR UNANTICIPATED CHANGES TO THE VIDEOCOIN NETWORK PROTOCOL. YOU ACKNOWLEDGE AND ACCEPT THAT WE HAVE NO CONTROL OVER ANY CRYPTOGRAPHIC TOKENS, INLCUDING VID, UTILIZED ON THE VIDEOCOIN NETWORK AND THAT WE WILL NOT BE RESPONSIBLE FOR ANY HARM OR LOSS OCCURRING AS A RESULT OF SUCH RISKS. You have a sufficient understanding of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), distributed ledger technology, and decentralized software systems to understand the terms of the VideoCoin Delegator Program and to appreciate the risks and implications relating to the VideoCoin Delegator Program and the VID Tokens.
YOU ARE SOLELY RESPONSIBLE FOR THE PROPER CREATION, STORAGE, BACKUP, TRANSFER AND OTHER USE OF YOUR VID WALLET. WHEN STAKING ANY TOKENS TO A VIDEOCOIN NETWORK WORKER, PLEASE VERIFY THE STAKING ADDRESS YOU HAVE SPECIFIED FOR ACCURACY AND ENSURE THAT THERE ARE NO TYPOS, ERRORS OR INACCURACIES.YOU ASSUME FULL RESPONSIBILITY AND LIABILITY FOR ANY LOSSES FROM ANY INTENTIONAL OR UNINTENTIONAL MISUSE OF YOUR VID WALLET, INCLUDING ANY LOSS RESULTING FROM DESIGNATING A NON-VID COMPLIANT WALLET FOR THE RECEIPT OF TOKENS, DEPOSITING OR STAKING VID TOKENS TO A NON-VID COMPLIANT WALLET OR NON-EXISTENT WALLET, OR ERRORS OR TYPOS IN ANY WALLET ADDRESSES THAT YOU PROVIDE TO ANYONE. WE WILL NOT BE LIABLE TO YOU FOR ANY LOSSES ARISING OUT OF OR IN CONNECTION WITH (I) ACTS OR OMISSIONS BY YOU, (II) SOFTWARE BUGS, ERRORS, OR DOWNTIME IN THE VIDEOCOIN NETWORK OR THE BLOCKCHAIN NETWORK UNDERLYING THE VID TOKEN, (III) FORKS TO THE VIDEOCOIN NETWORK OR THE VID TOKEN, OR (IV) HACKS OR CYBERSECURITY BREACHES BY A THIRD PARTY.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR AND WILL NOT BE LIABLE TO YOU FOR YOUR PARTICIPATION IN THE VIDEOCOIN DELEGATOR PROGRAM, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, LOST OR MISSING PRIVATE KEYS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST THE VIDEOCOINT NETWORK WORKER PROGRAM, THE VIDEOCOIN DELEGATOR PROGRAM, 0R THE VIDEOCOIN NETWORK.
WE MAKE NO WARRANTY THAT THE PROGRAM INCLUDING THE SERVERS THAT MAKES THE VIDEOCOIN NETWORK WORKER PROGRAM OR VIDEOCOIN DELEGATOR PROGRAM AVAILABLE, ARE FREE OF VIRUSES OR ERRORS, THAT THE VIDEOCOIN NETWORK WILL BE UNINTERRUPTED, OR THAT DEFECTS WILL BE CORRECTED. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS OF ANY KIND, FROM ACTION TAKEN, OR TAKEN IN RELIANCE ON MATERIAL, OR INFORMATION, CONTAINED OR MADE AVAILABLE THROUGH THE VIDEOCOIN NETWORK WORKER PROGRAM OR THE VIDEOCOIN DELEGATOR PROGRAM.
Indemnity. You will defend, indemnify and hold harmless us and our officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your association of Delegated Stake with any worker account, or (ii) your violation of these Terms.
Limitation of Liability.
NEITHER WE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE VIDEOCOIN DELEGATOR PROGRAM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE VIDEOCOIN DELEGATOR MATERIALS OR PARTICIPATE IN THE VIDEOCOIN DELEGATOR PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL OUR TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE VIDEOCOIN DELEGATOR MATERIALS OR PARTICIPATE IN THE VideoCoin Network Worker PROGRAM EXCEED ONE THOUSAND DOLLARS ($1,000).
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.
Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 19 (Dispute Resolution), the exclusive jurisdiction for all Disputes (defined below) that you and we are not required to arbitrate will be the state and federal courts located in the Northern District of California, and you and we each waive any objection to jurisdiction and venue in such courts.
Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and we agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and we are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
Exceptions and Opt-out. As limited exceptions to Section 18(a) above: (i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at firstname.lastname@example.org or by regular mail at 809 Laurel Street #1346, San Carlos, CA 94070 within thirty (30) days following the date you first agree to these Terms.
Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video-conference hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. We’ll pay for all filing, administration and arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
Class Action Waiver. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
Effect of Changes on Arbitration. Notwithstanding the provisions of Section 9 (Changes to Terms) above, if we change any of the terms of this Section 18 (Dispute Resolution) after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to email@example.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of our email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and us in accordance with the terms of this Section 19 (Dispute Resolution) as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
Severability. With the exception of any of the provisions in Section 18(e) (Class Action Waiver), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between us and you regarding the VideoCoin Delegator Program, and these Terms supersede and replace any and all prior oral or written understandings or agreements between us and you regarding the VideoCoin Delegator Program. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Notices. Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the VideoCoin Network Worker Site or to your Account. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Waiver of Rights. Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of us. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Contact Information. If you have any questions about these Terms or the Services, please contact us at firstname.lastname@example.org.