Intellectual Property

1. User Content.
   1. License. Users do not provide any user content to Nox Vitae, and Nox Vitae does not claim, store, distribute or display any intellectual property or user-generated content in the event that it is provided to Nox Vitae, LLC.
2. Nox Vitae Content.
   1. Restrictions. All rights not expressly granted by Nox Vitae to you in these Terms are hereby reserved by Nox Vitae. There are no implied rights save to the extent rights cannot be excluded by applicable law. You may not use, imitate, or copy, in whole or in part, any Nox Vitae trademark, service mark, trade dress, logo, or other branding (collectively, "Marks") without, in each instance, Nox Vitae's prior written consent, in Nox Vitae's discretion. All permitted use of Nox Vitae's Marks will inure to the benefit of Nox Vitae.
   2. Ownership. As between the parties, the Website and Services, including, without limitation, any and all APIs, Software, documentation, images, video, content, logos, page headers, custom graphics, design and user interface elements, scripts, and other materials contained therein or provided in connection therewith, and all modifications, enhancements, and updates thereto, as well as all IP Rights associated with any of these materials (collectively, "Nox Vitae IP") are owned by Nox Vitae and/or its third-party sponsors, partners, and suppliers. You have no right or license in or to the Nox Vitae IP other than the right to use the Services, in compliance with the Terms, during the applicable subscription period.
3. Feedback.
   1. You may provide Nox Vitae with ideas, opinions, recommendations, feedback, or advice in connection with your use of the Services (collectively, "Feedback"). If you submit Feedback to Nox Vitae, you hereby grant Nox Vitae an irrevocable, perpetual, transferable, non-exclusive, fully-paid-up, royalty-free, worldwide license (sublicensable through multiple tiers) to:
      1. use, copy, distribute, reproduce, modify, create derivative works of, adapt, publish, translate, publicly perform, and publicly display such Feedback (or any modification thereto), in whole or in part, in any format, medium, or application now known or later developed; and
      2. use, and permit others to use, Feedback in any manner and for any purpose (including, without limitation, commercial purposes) that Nox Vitae deems appropriate in its discretion (including, without limitation, incorporating Feedback, in whole or in part, into any technology, product, or service).
      3. You may submit feedback on any Nox Vitae products to NoxVitaeOfficial@gmail.com

Indemnification

You will defend, indemnify, and hold Nox Vitae and its suppliers and affiliates, and the respective directors, officers, employees, and agents of each, harmless from and against any and all claims, losses, damages, liabilities, and costs (including, without limitation, reasonable attorneys' fees and court costs) arising out of or relating to your breach of any of these Terms, the User Content, or use by you or any third party (authorized, permitted, or enabled by you) of the Services, except to the extent the foregoing directly result from Nox Vitae’s own gross negligence or willful misconduct. Nox Vitae reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. This Indemnification Section will survive any termination or expiration of these Terms.

Public Discussion Areas and User Content

By posting content to any public area of the Services, you grant Nox Vitae a non-exclusive, royalty-free, perpetual, and worldwide license to use, reproduce, modify, and distribute such content. You are solely responsible for the content you post and for the consequences of sharing it. Any content you post to must comply with our Acceptable Use Policy and Terms of Service, and you must be 18 years of age to use our public forums, private forums, and our Services.

Arbitration Agreement and Class Action Waiver; Mediation

By agreeing to these Terms, you agree to resolve any disputes with Nox Vitae through binding arbitration, rather than in court. You also waive any right to participate in a class action lawsuit or class-wide arbitration. If arbitration is unavailable, you agree to attempt resolution through good-faith mediation prior to pursuing litigation.

1. Purpose. This Arbitration Agreement and Class Action Waiver (“Arbitration Agreement”) facilitates the prompt and efficient resolution of any disputes that may arise between you and Nox Vitae. For the purposes of this Arbitration Agreement, “Nox Vitae” refers to Nox Vitae, LLC, and each of its parents, subsidiaries, affiliated companies, as well as their respective officers, directors, employees, and agents. This Arbitration Agreement applies to these Terms and any other agreement you may have with Nox Vitae. Arbitration is a form of private dispute resolution in which parties to a contract agree to submit their disputes and potential disputes to a neutral third party (called an arbitrator) for a binding decision, rather than resolving the dispute in a lawsuit in court, before a judge or jury. You have the right to opt out of this Arbitration Agreement (as explained below), which means you would retain your right to litigate your disputes in court, either before a judge or jury. Please read this Arbitration Agreement carefully. It specifies that all disputes between you and Nox Vitae will be resolved by binding arbitration, which replaces the right to go to court. In the absence of this Arbitration Agreement, you may have the right to bring claims in a court of law, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). By entering into this Arbitration Agreement, you waive your right to litigate claims in court and to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this Arbitration Agreement and can award the same damages and relief as a court (including attorney’s fees, if otherwise authorized by applicable law). The term “Dispute” means any dispute, claim, or controversy between you and Nox Vitae regarding any aspect of your relationship with Nox Vitae, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, gross negligence, or reckless behavior), or any other legal or equitable theory. This includes the validity, enforceability, or scope of this Arbitration Agreement (with the exception of the enforceability of the Class Action Waiver clause below). “Dispute” is to be given the broadest possible meaning that will be enforced. WE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS ARBITRATION AGREEMENT.
2. Pre-Arbitration Dispute Resolution. For all Disputes you must first give Nox Vitae an opportunity to resolve the Dispute. You must commence this process by emailing notification to: noxvitaeofficial@gmail.com

   1. Users must submit a dispute within 12 months of the event giving right to the dispute.

   2. That written notification must include (1) your name, (2) your address, (3) a written description of the Dispute, and (4) a description of the specific relief you seek.

   3. If Nox Vitae does not resolve the Dispute to your satisfaction within 45 days after it receives your written notification, you may pursue your Dispute in arbitration.

3. Arbitration Procedures. If this Arbitration Agreement applies and the Dispute is not resolved as provided above (“Pre-Arbitration Claim Resolution”) either you or Nox Vitae may initiate arbitration proceedings. The American Arbitration Association (“AAA”), [www.adr.org](http://www.adr.org/), or JAMS, [www.jamsadr.com](http://www.jamsadr.com/), will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator. The arbitration will be commenced as an individual arbitration, and will in no event be commenced as a representative or class arbitration. All issues will be for the arbitrator to decide, including the scope of this Arbitration Agreement. For arbitration before the AAA, the AAA’s Commercial Arbitration Rules and the AAA’s Optional Rules For Emergency Measures Of Protection will apply. The AAA rules are available at [www.adr.org](http://www.adr.org/) or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply. The JAMS rules are available at [www.jamsadr.com](http://www.jamsadr.com/) or by calling 1-800-352-5267. This Arbitration Agreement governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action, representative action, or collective action procedures or rules apply to the arbitration. Because your contract with Nox Vitae, these Terms, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”), if applicable, governs the arbitrability of all Disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.
4. Exclusions from Arbitration/Right to Opt Out. Notwithstanding the above, you or Nox Vitae may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute qualifies, it may be initiated in small claims court or equivalent in the applicable jurisdiction; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”).

   1. You may opt out of this Provision by emailing notification to: noxvitaeofficial@gmail.com

   2. Your written notification must include: (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with Nox Vitae through arbitration.

   3. Your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with Nox Vitae. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your Dispute in arbitration or small claims court.

5. Arbitration Award. The arbitrator may award, on an individual basis, any relief available under applicable law. The arbitrator will not have the power to award relief to or for the benefit of anyone who is not a party to the proceeding. The arbitrator’s award will be in writing, signed by the arbitrator, and will include a determination of all questions necessary to resolve the controversy. The arbitrator’s award will be final and binding on the parties, except for any right of appeal provided by law, and may be entered in any court with jurisdiction over the parties for purposes of enforcement.
6. Location of Arbitration. You may initiate arbitration in the federal judicial district that includes your address, as provided in your written notification of Pre-Arbitration Dispute Resolution. If Nox Vitae initiates arbitration, it may only do so in the federal judicial district that includes your address provided in your written notification or the billing address for your account.

   A. Virtual Locations may be available dependent on jurisdiction, severity, and arbitration type.

7. Payment of Arbitration Fees and Costs. Nox Vitae will cover all arbitration filing fees and the arbitrator’s costs for claims under $10,000, provided you act in good faith and participate in pre-arbitration negotiation. For claims above $10,000, the responsibility for fees and costs will be determined by the arbitrator in accordance with applicable law.
8. Class Action Waiver.The parties agree that the arbitrator may not consolidate more than one person’s claims and may not preside over any form of a class, representative, consolidated, or private attorney general proceeding unless both you and Nox Vitae specifically agree in writing to do so following the initiation of the arbitration. Neither you nor any other user of the Services can be a class representative, class member, or otherwise participate in a class, representative, consolidated, or private attorney general proceeding without having complied with the opt-out requirements above.
9. Limitation of Procedural Rights. By entering into this Arbitration Agreement, you and Nox Vitae each agree to arbitration instead of the right to a trial before a judge or jury in a public court. In the absence of this Arbitration Agreement, you and Nox Vitae might otherwise have had the right or opportunity to bring Disputes in court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including class actions). You waive those rights, to the extent permitted by applicable law. Other rights you would have in court, such as the right to appeal and certain types of discovery, may be more limited in arbitration. The right to appellate review of an arbitrator’s decision is limited compared to court, and generally, an arbitrator’s decision may not be appealed for errors of fact or law.
10. Severability. If any clause within this Arbitration Agreement (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Arbitration Agreement, and the remainder of the agreement will remain in full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Arbitration Agreement will be unenforceable, and the Dispute will be decided by a court.
11. Continuation.This Arbitration Agreement will survive the termination of your contract or “order form” or “subscription” with Nox Vitae and your use of the Services.

Anti-Corruption, Export and Sanctions Compliance

With respect to these Terms, you represent, warrant, and covenant that you:

1. Have not and will not violate, or cause any party to violate, any applicable anti-bribery or anti-corruption laws (including, but not limited to, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute in 18 U.S.C. 201, the U.S. Travel Act, or the UK Bribery Act 2010), anti-kickback laws, anti-money laundering and anti-terrorist financing laws, sanctions, embargoes, export controls, import controls, anti-fraud laws, or any other applicable law, regulation, or order (collectively, “Applicable ABAC Laws”);
2. Have not and will not use or apply the Services or the Website in violation of Applicable ABAC Laws;
3. Have not and will not, with a corrupt, improper, or illegal intention, directly or indirectly (through third parties), pay, provide, promise, offer, authorize, solicit, or accept any money, gift, hospitality, entertainment, favor, financial advantage, or other thing of value to or from any individual, organization, political party, or entity, whether in the public or private sector, in any country, in order to obtain, retain, or direct regulatory approvals, licenses, permits, business, contracts, investments, sales, tax or duty assessments, import or export clearances, foreign exchange clearances, or other advantages;
4. Shall ensure that all of your employees, officers, directors, agents, contractors, vendors, and other Relevant Parties (as defined below) comply with all of the terms contained in this Anti-Corruption, Export, and Sanctions Compliance Section. "Relevant Parties" includes, but is not limited to:
   1. Administrative and moderation permissions in Discord Guilds
   2. Administrative and moderation permissions in VRChat Groups
   3. Permissions in any service related to Nox Vitae services
5. Are not, and will ensure that your Relevant Parties and customers are not:
   1. Nationals, residents, agents, or representatives of Iran, Cuba, North Korea, Syria, the Crimea Region of Ukraine, or any other region subject to comprehensive U.S. sanctions;
   2. On the List of Specially Designated Nationals & Blocked Persons, the Sectoral Sanctions Identifications (SSI) List, or the Foreign Sanctions Evaders List maintained by the U.S. Department of the Treasury, or any other applicable sanctions list maintained by any U.S. or non-U.S. government, the European Union, Interpol, the United Nations, or other international organizations;
   3. An entity 50% or more owned or controlled by a person or entity on a sanctions list; or
   4. Otherwise the target of any sanctions, suspensions, embargoes, or debarment by any government or international organization.
6. While Nox Vitae complies with known consumer data compliance and anti-corruption laws, you shall implement an effective, risk-based compliance program and internal controls to ensure compliance with Applicable ABAC Laws and this Anti-Corruption, Export, and Sanctions Compliance Section;
7. Shall reasonably cooperate with Nox Vitae to:
   1. Ensure compliance with sanctions, embargoes, and other Applicable ABAC Laws and/or
   2. Review and remediate actual or potential violations of sanctions or other Applicable ABAC Laws, including suspending or terminating services to customers or other individuals on a sanctions list or otherwise targeted by sanctions or similar restrictions.
   A violation of these representations, warranties, or covenants will constitute a material breach of these Terms. In such cases, Nox Vitae may, at its sole discretion, terminate these Terms for cause, without further liability, and may seek indemnification or emergency relief.

Miscellaneous

1. Modifications. Nox Vitae reserves the right, at its discretion, to change, modify, add to, or remove portions of the Terms (collectively, “Changes”), at any time. Nox Vitae will notify you by posting a revised version of the Terms incorporating the Changes to the Website. Your continued use of the Website or Services after such notice (or after posting of the revised Terms if your email address is no longer valid or otherwise undeliverable) constitutes acceptance of the Changes. These Changes will apply prospectively from the date they are posted to the Website.
2. Term; Termination
   1. Term. The Services will be provided to you for the duration of your Services subscription or Order Form, unless earlier cancelled by you or terminated by Nox Vitae. You may cancel your Services subscription at any time. Some subscription plans may require a 15, 30, or 90-day notice of cancellation. These Terms will automatically terminate upon the cancellation of all your Services subscriptions. Nox Vitae may terminate these Terms or your Services subscription(s) at any time, with or without cause, upon written notice. Nox Vitae will have no liability to you or any third party due to such termination. Termination of these Terms will terminate all of your Services subscriptions.
   2. Effect of Termination. Upon termination of these Terms by either party, or cancellation or expiration of your Services subscriptions: (i) Nox Vitae will cease providing the Services; (ii) you will not be entitled to any refunds of subscription or usage fees, pro rata or otherwise; (iii) any fees owed to Nox Vitae will become immediately due and payable in full; and (iv) Nox Vitae may delete your archived data within 30 days. Sections of the Terms that expressly provide for survival, or by their nature should survive, will remain in effect after termination, including confidentiality, indemnification, warranty disclaimers, and limitations of liability.
3. Limitations of Liability.
   1. Excluded Damages and Theories. Nox Vitae and its suppliers and affiliates assume no responsibility for your or your users' use of the Website, Software, or Services and will not be liable for any indirect, consequential, incidental, punitive, extraordinary, or special damages, including, without limitation, loss of use, business interruptions, loss of data, loss of profits, or lost revenue, whether such damages arise in tort, contract, or any other legal theory.
   2. Aggregate Liability. Nox Vitae and its suppliers and affiliates will not be liable in the aggregate for more than the total fees actually received by Nox Vitae from you for the Services during the 12-month period before the claim arose.
   3. Multiple Claims; Time Limits. Claims related to the Website, Software, or Services must be initiated within one year after the claim arises, otherwise, they will be permanently barred.
   4. Jurisdictions; Limitations. Some jurisdictions may not allow the exclusion or limitation of liability for certain damages, so these limitations may not apply to you. In such cases, Nox Vitae’s liability will be limited to the fullest extent permitted by applicable law.
4. Disclaimers.
   1. General. Your use of the Website, Software, and Services is at your own risk and is provided "as is" and "as available". Nox Vitae and its suppliers disclaim all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law.
   2. Specific. Nox Vitae makes no warranties about the performance, accuracy, completeness, or content of the Website, Services, Software, or any linked sites.
   3. Third-Party Products. Reference to third-party products does not imply endorsement, authorization, or sponsorship by Nox Vitae.
5. Legal, Tax, Financial, Other Communications. No oral or written communication from Nox Vitae constitutes legal, tax, or financial advice.
6. Jurisdictions; Limitations. Some jurisdictions may not allow the exclusion and/or limitation of liability for fraud, willful misconduct, gross negligence, death or personal injury, or for consequential, incidental, special, or other damages. Therefore, the above limitations or exclusions may not apply to you. In such cases, the liability of Nox Vitae and its suppliers and affiliates for such damages will be limited to the fullest extent permitted by applicable law. This section on limitations of liability will survive any termination or expiration of these Terms.
7. Confidentiality.
   1. Definition. "Confidential Information" means all business, technical, and financial information disclosed by the Disclosing Party to the Receiving Party under these Terms, marked as confidential or understood to be confidential.
   2. Obligations. The Receiving Party will hold the Confidential Information in trust, not disclose it except as allowed under these Terms, and will use it only for purposes described in these Terms.
   3. Standard of Care. The Receiving Party must protect the Confidential Information with at least the same degree of care as it does its own similar confidential information.
   4. Limitation. Confidential Information may only be disclosed to employees, consultants, or contractors bound by confidentiality obligations substantially as protective as those in these Terms.
   5. Exclusions. Confidential Information does not include information that was already in the Receiving Party's possession, became public without fault, was lawfully obtained from a third party, or was independently developed.
   6. Requests for Confidential Information. Confidential Information may be disclosed if required by court order or an authorized government agency, with prompt notice to the Disclosing Party, if legally permissible.
   7. Survival. The terms of this Section will survive for at minimum 3 years beyond the communication, application, storage, and services.
8. Backup Storage. For its operational purposes, Nox Vitae may occasionally back up data on its servers but is under no obligation to do so, either under these Terms or otherwise. IT IS SOLELY YOUR RESPONSIBILITY TO BACK UP YOUR FILES AND DATA THAT MAY RESIDE ON Nox Vitae SERVERS, IF SUCH A SERVICE IS PROVIDED TO YOU. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL Nox Vitae BE LIABLE TO YOU, YOUR USERS, OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING FROM LOSS OF FILES AND/OR DATA ON ANY Nox Vitae SERVER.