These Terms of Use (TOU or Agreement) is a binding agreement between you (User or you) and Victory Plus, Inc. (“Victory+” or “Company”). This Agreement governs your use of the Victory+ app, website and related services (“Services”).

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING OUR SERVICES. THESE TERMS OF USE GOVERN YOUR USE OF OUR SERVICES. BY USING OUR SERVICES, YOU AGREE TO BE BOUND AND ABIDE BY THESE TERMS OF USE AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT USE OUR SERVICES. CERTAIN CONTENT AND FEATURES OF OUR SERVICES MAY BE SUBJECT TO ADDITIONAL TERMS AND CONDITIONS AS SPECIFIED FROM TIME TO TIME, YOUR USE OF SUCH CONTENT AND FEATURES IS SUBJECT TO THOSE ADDITIONAL TERMS AND CONDITIONS.

ANY DISPUTES BETWEEN YOU AND US, EXCEPT THOSE RELATING TO THE OWNERSHIP OR ENFORCEMENT OF INTELLECTUAL PROPERTY RIGHTS, ARE SUBJECT TO A CLASS ACTION WAIVER AND MUST BE RESOLVED BY BINDING ARBITRATION.

1. Binding Agreement

These TOU are a contract between you and Victory+. You represent to Victory+ that you have read, understood and agree to be bound by these TOU, and any supplement terms that may apply to certain features. If you do not agree to these TOU, you may not use our Services.

2. Changes to the TOU

We may revise and update these TOU from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter.

Your continued use of the Services following the posting of revised TOU indicates your acceptance and agreement to the changes. Please check the TOU from time to time so you are aware of any changes, as they are binding on you.

3. License Grant

Subject to the terms of this Agreement, when you register for a Victory+ account, Company grants you a limited, non-exclusive, non-sublicensable and nontransferable license to:

1. download, install, and use the Services for your personal, non-commercial use on a mobile device owned or otherwise controlled by you (”Mobile Device”) strictly in accordance with the Service’s documentation; and
2. access, stream, and use on such Mobile Device the Content (as defined in Section 7) and Services made available in or otherwise accessible through the Services, strictly in accordance with these TOU.

4. License Restrictions

Except as may be expressly permitted by applicable law or expressly authorized by these TOU, you shall not:

1. copy the Services, except as expressly permitted by this license;
2. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services;
3. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof;
4. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietaryrights notices from the Services, including any copy thereof;
5. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, or any features or functionality of the Services, to any third party for any reason, including by making the Services available on a network where it is capable of being accessed by more than one device at any time;
6. frame, mirror, or otherwise incorporate the Services or any portion of the Services as part of any other mobile application, website, or service;
7. remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Services;
8. reproduce, distribute, communicate to the public, make available to the public, or transform the Content or Services, including in connection with any use, creation, development, modification, prompting, fine-tuning, training, testing, benchmarking or validation or artificial intelligence or machine learning tool, model, system, algorithm, product or other technology as now know or hereafter devised; or
9. authorize, assist or encourage any other person to do any of the foregoing or to use the Services in a way that would constitute an infringement of our rights in the Services or a breach of this Agreement if it were done by you.

5. Reservation of Right

You acknowledge and agree that the Services are provided under license, and not sold, to you. You do not acquire any ownership interest in the Services under this Agreement, or any other rights thereto other than to use the Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company reserves and shall retain its entire right, title, and interest in and to the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

6. Collection and Use of Your Information

You acknowledge that when you download, install, or use the Services, we may use automatic means (including, for example, cookies and web beacons) to collect information about your device and about your use of the Services. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Services or certain of its features or functionality. All information we collect through or in connection with the Services are subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy and applicable law.

7. Content and Services

The Services may provide you with access to content including but not limited to live-streamed games, recorded games, on-demand content, radio and podcast content, and related programming and features (collectively, "Content"). Your access to and use of the Content and our Services are governed by these TOU and the Privacy Policy which is incorporated herein by this reference. Your access to and use of the Content and our Services may require you to acknowledge your acceptance of such TOU and Privacy Policy, and your failure to do so may restrict you from accessing or using certain of the Service's features and functionality. Any violation of such TOU will be deemed a violation of this Agreement.

8. Billing, Automatic Renewal Policy for Subscription Services

Certain Services and Content are only available on a subscription basis (“Subscription Services”). Subscription Services are billed on a monthly or annual basis depending on the service as indicated at the time of purchase and will automatically renew monthly or annually, as the case may be, unless you cancel the Subscription Service prior to the beginning of the next applicable billing (and renewal) period.

Subscription Services billed on a monthly basis (e.g., Texas Rangers monthly subscription, available after April 1 each year for the MLB regular season to the end of the regular season) will automatically renew monthly unless you cancel your Subscription Service prior to the beginning of the next applicable billing (and renewal) period. The primary payment card that you use to purchase the Subscription Service will be charged on or about the same date each month of your subscription. If we are unable to process the charge using the primary card, an alternative card may be charged. Contact us at support@victoryplus.com. To cancel your monthly Subscription Service at any time, you may contact us by email at support@victoryplus.com. If you cancel your Subscription Service, your cancellation will take effect at the start of the following Subscription Service month. The Subscription Services will be accessible until the cancellation date. If you cancel your monthly Subscription Service as described above, it will not renew in the subsequent month.

For Subscription Services billed on a yearly basis (e.g., Texas Rangers Season Pass), your subscription will automatically renew annually at the then-current year’s regular full annual price, unless you cancel your Subscription Service prior to the beginning of the next applicable billing (and renewal) period. For the Texas Rangers Season Pass, your subscription renewal will occur on or about February 1 each year. The primary payment card that you use to purchase the Subscription Service will be charged for each subsequent year as described above, which will be on or about February 1 for the Texas Rangers Season Pass. If we are unable to process the charge using the primary card, an alternative card may be charged. Contact us at support@victoryplus.com. To cancel your annual Subscription Service at any time, you may contact us by email atsupport@victoryplus.comIf you cancel your Subscription Service, your cancellation will take effect at the start of the following Subscription Service year. The Subscription Services will be accessible until the cancellation date. If you cancel your yearly Subscription Service as described above, it will not renew in the subsequent year.

UNLESS YOU CANCEL YOUR SUBSCRIPTION SERVICE BEFORE THE BEGINNING OF THE NEXT APPLICABLE BILLING AND RENEWAL PERIOD, YOUR SUBSCRIPTION SERVICE WILL AUTOMATICALLY RENEW AND YOU AUTHORIZE US (WITHOUT PROVIDING NOTICE TO YOU) TO COLLECT THE APPLICABLE SUBSCRIPTION FEE AND ANY TAXES USING ANY CREDIT OR DEBIT CARD SAVED AS YOUR PAYMENT METHOD.

9. Geographic and Age Restrictions

The Content and Services may only be accessed in the regions and countries for which it is intended by us. The minimum age for using the Services is eighteen (18) years old. A User is not permitted to use the Services unless they are of legal minimum age in the country from which the User is accessing and using the Services or a parent or guardian has consented to the download and use of the Services. Certain Content may be unavailable to you based on your location.

10. Accessing the Services and Account Security

While we endeavor to keep downtime to a minimum, we cannot promise that Content or Services will be uninterrupted, secure or error-free. We reserve the right to withdraw, interrupt/suspend, or amend our Content and Services, and any other service or material we provide through the Services, at any time, in our sole discretion, with or without notice, and you shall not be entitled to any refunds of fees for interruption of the Content or Services. We will not be liable if for any reason all or any part of the Content or Services are unavailable at any time or for any period. From time to time, we may restrict User access, including registered User access, to some parts of the Content or Services or the entirety of the Content or Services.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Services.
• Ensuring that all persons who access the Services through your internet connection are aware of these TOU and comply with them.

To access the Content or Services, you may Content and Services that all the information you provide is correct, current, and complete. You agree that all information you provide to register with our Services or otherwise, including, but not limited to, through the use of any interactive features on the Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

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 our Content and Services or portions thereof 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. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable 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 TOU.

11. Third-Party Materials

The Services may display, include, or make available third-party content (including data, information, applications, live radio feeds and podcasts, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). You acknowledge and agree that we are not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Victory+ does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions and all applicable laws.

12. Intellectual Property Rights

The Content and Services and all features and functionality thereof (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its affiliates, licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These TOU permit you to use the Content and Services for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print or download one copy of a reasonable number of pages of the Services for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by this TOU.
• If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

• Modify copies of any materials from this site.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Content or Services or any materials available through the Services. Public Display of the Content and Services is prohibited in public settings, including without limitation bars, restaurants, offices, and any other place of public accommodation.

If you wish to make any use of material on the Services other than that set out in this section, please address your request to: support@victoryplus.com

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Content or Services in breach of the TOU, your right to use the Content and Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Content or Services or any other content or materials on the Services is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Content or Services not expressly permitted by these TOU is a breach of these TOU and may violate copyright, trademark, and other laws.

13. Trademarks

The Company name, the terms 'Victory+' and 'Victory Plus', and the Victory and Company logos, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. All other names, logos, product and service names, designs, and slogans on our Services are the trademarks of their respective owners.

14. Usage Information/Feedback

If you give us information or data (including diagnostic and analytics data) regarding your use of the Services or feedback (including any ideas or suggestions for corrections, enhancements or improvements) regarding the Content or Services, then Victory+ and its affiliates, successors, assigns, licensors, and licensees may use the information and feedback for any and all purposes (including to support, maintain and improve the Content and Services and our other products and services) without providing any compensation or attribution to you or any other person.

15. Prohibited Uses

You may use the Content and Services only for lawful purposes and in accordance with these TOU. You agree not to use the Content and Services:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these TOU.
• To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another User, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm the Company or Users of the Services, or expose them to liability.

Additionally, you agree not to:

• Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Services.
• Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
• Use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly authorized in these TOU, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Services.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services.
• Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Services.

16. User Contributions

The Services may contain message boards, chat rooms, personal profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow Users to post, submit, publish, display, or transmit to other Users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Services.

All User Contributions must comply with the Content Standards set out in these TOU.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Services, you grant us and our affiliates and service providers, and each of their and our respective licensors, licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensors, licensees, successors, and assigns.
• All of your User Contributions do and will comply with these TOU.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other User of the Services.

17. Monitoring and Enforcement; Termination

We have the right to:

• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the TOU, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of Users of the Services or the public, or could create liability for the Company.
• 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 right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
• Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these TOU.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services.

YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSORS, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot review material before it is posted on the Services and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any User or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

18. Content Standards

These Content Standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• 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 TOU and our Privacy Policy.
• 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.

19. Copyright Infringement

If you believe that any User Contributions violate your copyright, please notify us, using the contact information provided below.

20. Reliance on Information Posted

The information presented on or through the Services is made available solely for entertainment purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.

Our Services includes content provided by third parties, including materials provided by third-party licensors, syndicators, aggregators, reporting services and/or other Users. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

21. Changes to the Services

We may update any Content on our Services from time to time, but such Content is not necessarily complete or up-to-date. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material.

22. Information About You and Your Visits to the Services

All information we collect on our Services is subject to our Privacy Policy. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

23. Linking to the Services and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

Our Services may provide certain social media features that enable you to:

• Link from your own or certain third-party Services to certain content on our Services.
• Send emails or other communications with certain content, or links to certain content, on our Services.
• Cause limited portions of content on our Services to be displayed or appear to be displayed on your own or certain third-party Services.

You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with. Subject to the foregoing, you must not:

• Establish a link from any Services that is not owned by you.
• Cause the Services or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
• Link to any part of the Services other than the homepage.
• Otherwise take any action with respect to the materials on our Services that is inconsistent with any other provision of these TOU.

The Services from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these TOU.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

24. Disclaimer of Warranties

THE APPLICATION IS PROVIDED TO END USER "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES OF ANY KIND, AND YOU INSTALL AND USE THE APPLICATION AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, VICTORY+, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES OF OR RELATING TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, LACK OF VIRUSES OR OTHER DISABLING OR HARMFUL CODE, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OR ON BEHALF OF APPLICATION PROVIDER WILL CREATE ANY LEGALLY BINDING OR EFFECTIVE REPRESENTATION, WARRANTY OR PROMISE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

25. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VICTORY+ OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:

1. PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, ANY LIABILITY ARISING FROM, CONNECTED WITH, OR RELATING TO THE APPLICATION (INCLUDING YOUR USE OR INABILITY TO USE THE APPLICATION) OR ANY RELATED MATTER, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
2. DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

26. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, licensees, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, licensees, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these TOU or your use of the Services, including, but not limited to, your User Contributions, any use of the Service's Content, services, and products other than as expressly authorized in these TOU, or your use of any information obtained from the Services.

27. Governing Law and Jurisdiction

All matters relating to the Services and these TOU, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule.

28. Arbitration

At Company's sole discretion, it may require you to submit any disputes arising from these TOU or use of the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying the laws of the State of Texas.

29. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

30. Waiver and Severability

No waiver by the Company of any term or condition set out in these TOU shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these TOU shall not constitute a waiver of such right or provision.

If any provision of these TOU is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the TOU will continue in full force and effect.

31. Apple-Sourced Software

The following terms and conditions apply when you acquire the Application from the Apple App Store (“Apple-Sourced Software”):

You and Victory+ acknowledge and agree that these Terms of Use are concluded between you and Victory+, and not with Apple, Inc. (“Apple”), and that, as between Victory+ and Apple, Victory+, and not Apple, is solely responsible for the Apple-Sourced Software and the content thereof.

You may not use the Apple-Sourced Software in any manner that is in violation of or inconsistent with the usage rules set forth for Apple-Sourced Software in, or otherwise be in conflict with, the App Store Terms of Service.

Your license to use the Apple-Sourced Software is limited to a non-transferable license to use the Apple-Sourced Software on an iOS Product that you own or control, as permitted by the usage rules set forth in the App Store Terms of Service.

You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund to you the purchase price for the Apple-Sourced Software (if any); to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, or any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty, which will be Victory+’s sole responsibility, to the extent it cannot be disclaimed under applicable law.

You and Victory+ acknowledge that Victory+, and not Apple, is responsible for addressing any of your claims or those of any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including, but not limited to:

1. product liability claims;
2. any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and
3. claims arising under consumer protection or similar legislation; and all such claims are governed solely by these Terms of Use and any law applicable to Victory+ as provider of the software.

You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party’s intellectual property rights, as between Victory+ and Apple, Victory+, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.

You represent and warrant that:

1. you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and
2. you are not listed on any U.S. Government list of prohibited or restricted parties.

You will comply with applicable third-party terms of agreement when using the Apple-Sourced Software.

You and Victory+ acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Use as they relate to the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third-party beneficiary hereof.

32. Entire Agreement

The TOU and our Privacy Policy constitute the sole and entire agreement between you and Victory+ regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services. Notwithstanding the foregoing, Users who engage in transactions within Victory+ or with its service providers, including to purchase subscriptions, paywalled items, merchandise and the like, are subject to additional terms at the time of purchase which shall form part of this agreement.

33. Contact Information

Our Services are operated by Victory Plus, Inc.

Unit 1025,
1409 South Lamar St.
Dallas, Texas 75215, USA

All notices of copyright infringement claims should be sent to the copyright agent:

A Parent Media Co. Inc.
Suite 320, 333 - 24th Avenue SW
Calgary, AB
Canada T2S 3E6
Attention: Copyright Agent

All other feedback, comments, requests for technical support, and other communications relating to the Services should be directed to: support@victoryplus.com

Effective: February 3, 2025