VTAGZ  Terms of Service

Last updated: May 15, 2024

Important: These Terms require all disputes between us to go through binding arbitration instead of government court.  By accepting these Terms, you waive any right to have disputes decided (1) by a judge or jury and (2) in class or representative actions.  You can opt-out of arbitration for thirty (30) days after you first accept these Terms.  To opt-out, see Section 9(k) under Dispute Resolution below.

We include brief summaries before each section to make reading and understanding this agreement easier.  The summaries do not replace the text of each section, and you should still read each section in its entirety

  1. Introduction

This is a contract between you and us.  You may contact us with questions.  If you do not understand or agree to these Terms, don’t use the Services.

Read this Agreement carefully before you accept it.  If you do not accept, or cannot understand, anything in the Agreement, stop using the Services immediately.  By opting into a Merchant Offer or otherwise using the Services, you agree to this Agreement.  

  1. This “Agreement” refers to this Agreement, our Privacy Policy and any Offer Rules you agree to.  The Agreement governs your use of the online platform and other products and services (which we call the “Services”) made available by Mammoth Media, Inc. (“we”, “us”, “ourand “VTAGZ”).  

  1. Merchant Offers:  VTAGZ’ Services make it easy to participate in sweepstakes, loyalty programs and other rewards offered by your favorite merchants (collectively, “Merchant Offers”).  Each time you opt-in to participate in a Merchant Offer, you agree to the specific rules described on the Merchant Offer page, (“Offer Rules”), such as any Rebate Terms & Conditions, Sweepstakes Rules or Cashback Terms.  The Merchant, not VTAGZ, sponsors and administers the benefits made available through its Merchant Offers.  However, Offer Rules form part of this Agreement as they relate to our relationship with you and your use of our Services.  

  2. Contacting us.  You may contact us about this Agreement at info@mammoth.la.

  1. Updates to these Terms

We may update these Terms by posting a new version and updating the ‘Last Updated’ date above.  We’ll try to notify you of significant changes, but you are responsible for reading and complying with the current Terms at all times.

  1. Effective time:  These Terms are effective as of the Last Updated date above.  Because our Services evolve over time, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.  As a result, we may update these Terms by posting a new version and updating the Last Updated date.  

  2. Changes:  If we significantly change these Terms, we’ll do our best to notify you.  For example, we may place a temporary notice on Merchant Offer pages or our homepage.  We may also email you if we have your email address.  Changes to these Terms do not create a renewed opportunity to opt-out of arbitration (if applicable).

  3. Your responsibility:  It’s important that you review the Terms whenever we update them or you use the Services.  If you continue to use the Services after we have posted updated Terms, it means that you accept and agree to the changes.

  1. Outside Terms

Where the Services link to or integrate third-party services, contractual terms from those third parties may apply.

  1. Outside Links, Materials and Terms.  The Services may link to, embed, integrate or connect third party websites and services (“Outside Materials”), such as Merchant websites and loyalty services.  Outside Materials may be subject to additional legal terms (“Outside Terms”) made available by their third-party provider.  

  1. This Agreement does not apply to Outside Materials.  We are also not a party to Outside Terms.  By using the Services, you acknowledge and agree that we are not responsible for, and disclaim all liability for, the performance and reliability of Outside Materials and any act or omission of any provider of Outside Materials, including Merchants and their service providers.  We do not warrant, endorse or otherwise guarantee the Outside Materials’ integration, interoperation or support with the Services.

  2. If you have any complaints in connection with any Outside Materials or Outside Terms, please contact the third-party provider directly, your state Attorney General or the Federal Trade Commission at www.ftc.gov.

  1. Eligibility & Responsibility

To use the Services, you must comply with these restrictions.  You are responsible for all your activity in connection with the Services.  

  1. Eligibility.  Each time you use the Services or seek to participate in a Merchant Offer, you must ensure your eligibility under this Section 4.  You represent and warrant that you will not use the Services in any way that violates applicable law, this Agreement or the Offer Rules and Outside Terms that apply to you.

  1. Age:  You must be 16 or older to use the Services in general, but only adults are eligible to participate in most Merchant Offers.  Unless a Merchant Offer says that people under 18 can participate, the minimum age for the Merchant Offer is 18.  By using the Services, you affirm that you are of legal age to enter into this Agreement and to use the Services.

  2. Location.  The Services are only available to users in certain jurisdictions who can use the Services as permitted under applicable law.  Additionally, Merchant Offers may limit eligibility to residents of particular locations.  You must not use the Services or participate in any Merchant Offers where they are intended to be available to you, such as from any U.S. embargoed countries or any country that has been designated by the U.S. government as a “terrorist supporting” country or “foreign adversary”, or (ii) for use by anyone listed on any U.S. government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.

  3. Business use:  If you use the Services on behalf of a company, then “you” includes you and that entity, and you represent and warrant that (i) you are authorized to bind the company to these Terms, and (ii) you agree to these Terms on the company’s behalf.

  1. Use of the Services.  Subject to your compliance with these Terms, VTAGZ grants to you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for purposes of using the Services.
  1. Your Offer Data

  1. Offer Data.  Your use of the Services may require you to provide certain personal information, such as your email or physical address and telephone number (collectively, your “Offer Data”), including to register or apply for Merchant Offers.  Any personal information in your Offer Data is governed by our Privacy Policy, like all personal information you provide.  

  1. You agree to provide accurate, complete and current Offer Data.  You acknowledge and agree that we have no liability for errors and omissions in your Offer Data and that erroneous or incorrect Offer Data may affect your eligibility, your participation in and any benefits under any Merchant Offers.  

  1. Terms Survive.  If your access is severed or any Merchant Offer is deleted or terminated by you or us for any reason, these Terms remain enforceable.  Termination will not limit any of our other rights or remedies at law or in equity.  Your information will be maintained and deleted in accordance with our Privacy Policy.  

  1. Taxes

Taxes may apply to any benefits you receive from Merchant Offers, and you alone must calculate and pay them.

  1. Your Responsibility.  You are solely responsible for all costs incurred by you in participating in Merchant Offers and the Services, and in determining, reporting and paying all applicable Taxes payable in connection with any Merchant Offer.  

  1. Taxes” means the taxes, duties, levies, tariffs, and other governmental charges that you may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national taxes, such as indirect, withholding and personal or corporate income taxes.

  1. Tax Records and Reporting.  We reserve the right to report any activity occurring using the Services to relevant tax authorities as required under applicable law.  You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements you may have as related to our Services.  You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the Services.

  1. Acceptable Use; Enforcement

  1. Acceptable Uses.  You agree to use the Services for their intended purpose.  At all times, you agree not to do any of the following:

  1. Enter or participate in any Merchant Offer more than once or on behalf of any other person, such as by creating multiple entries, unless permitted under applicable Offer Rules
  2. Compensate, or agree to compensate, in any way, any other person for entering or  participating in any Merchant Offer
  3. Violate any Offer Rules that apply to you.  Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
  4. Submit, transmit, post or publish any information that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
  5. Use the Services for any purpose in violation of applicable local, state, national, or international law;
  6. Attempt to probe, scan or test the vulnerability of any VTAGZ system or network or breach any security or authentication measures;
  7. Use, display, mirror or frame the Services or any individual element within the Services, the VTAGZ or Mammoth name, any Mammoth or VTAGZ trademark, logo or other proprietary information, or the layout and design of any page or form contained on any URL or page, without VTAGZ’s express written consent;
  8. Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms or by a separate written agreement between you and VTAGZ;
  9. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
  10. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
  11. 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 Services;
  12. Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
  1. Impersonate or misrepresent your affiliation with any person or entity;
  2. Transmit, exchange, or otherwise support the direct or indirect proceeds of criminal or fraudulent activity; or
  3. Encourage or enable any other individual to do any of the foregoing.
  1. Our Rights to Enforce. Although VTAGZ is not obligated to monitor access to or use of the Services, including Merchant Offers and Offer Data, we have the right to do so for the purpose of operating the Services, 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 remove or disable access to the Services at any time and without notice.  We have the right to investigate violations of these Terms or conduct that affects the Services.  We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

  1. Disclaimers, Limits on Liability & Indemnification

Our Services are provided ‘as is.’  We do not make, and cannot make, any representations about the content or features of our Services.

  1. Warranties.

  1. Except as stated elsewhere in these Terms, all of the Services and Merchant Offers are provided “as is” without warranty of any kind.  To the fullest extent permitted by law, we disclaim without limitation all warranties, whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise, including the warranties of merchantability, title, non-infringement of third parties’ intellectual property rights, or fitness for a particular purpose.

  2. Use of the Services and the transmission of messages through the Services is done at your own discretion and risk.  No advice or information, whether oral or written, obtained by you from us or through the Services will create any warranty that is not expressly stated in these Terms.

  3. These limitations apply only to the extent they are not prohibited by applicable law.  To the extent permissible, any implied warranties that cannot be excluded are limited to ninety (90) days, or such longer period as applicable law requires.

  1. Limitations of Liability.  Except for the indemnity obligations stated below, to the fullest extent allowed by applicable law, under no circumstances and under no legal theory will either of us be liable to the other with respect to the subject matter of this Agreement for:

  1. Any indirect, special, incidental, or consequential damages of any kind, or

  2. Any aggregate amount in excess of the greater of (1) $100 or (2) the cash value of any goods or services you validly earned pursuant to any Merchant Offer in the last twelve (12) months.

For clarity, this means we will not be liable for: unauthorized access to or loss of Offer Data or any other data, loss of information, the cost of procuring alternative goods or services, internet failures, or our failure to provide technical or other support services.  These limits apply to all claims, obligations and liabilities relating to this Agreement, even if we, our affiliates, licensors or suppliers are aware of the possibility that you may incur these damages, and even if these limited remedies fail of their essential purpose.

  1. Indemnification.  To the fullest extent allowed by applicable law, you agree to indemnify and hold harmless Mammoth Media, Inc., the sponsors and administrators of Merchant Offers (including the Merchant itself) and their respective affiliates, officers, agents, employees, and partners from and against any and all third-party claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or relating to:

  1. your use of the Services (including any actions taken using your access to the Services)

  2. your participation in or benefits under any Merchant Offer; or

  3. your violation of law or this Agreement.  

In the event of such a claim, suit, or action, we will notify you using any contact method you provide in connection with the Services (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations under this Agreement).  This obligation will survive any suspension, termination or cessation of your use of the Services.

  1. Dispute Resolution

In the event of a dispute, you and VTAGZ agree to try to resolve it informally first.  If we can’t resolve it in 60 days, we agree to arbitrate the claim, instead of going to court.  You may opt-out of arbitration within 30 days of first accepting this Agreement, as described below.

You agree to resolve disputes with VTAGZ through binding arbitration, except as described in this Section 9 (this “Arbitration Clause”).  The parties expressly waive the right to bring or participate in any kind of class, collective, or mass action, private attorney general action, or any other representative action.  You may opt-out of arbitration under Section 9(k) within 30 days of first accepting these Terms.

  1. Covered Disputes.  You and VTAGZ agree that any dispute or claim between you and VTAGZ arising out of or relating to this Agreement or the Services (a “Dispute”) will be resolved by binding arbitration, rather than in court.  

  1. A Dispute includes any claim or dispute relating to the Services, access and use of the Services, any Merchant Offer, or any aspects of your relationship or transactions with VTAGZ.  
  2. A Dispute also includes any claims or disputes that arose from or involve facts that occurred before the effectiveness of this Agreement and claims that may arise after its termination.  For clarity, nothing in this Arbitration Clause prevents either party from settling any Dispute(s) on a class-wide, batch-wide or other multiparty basis.
  1. Exceptions to Arbitration.  This Arbitration Clause does not require arbitration of the following types of claims brought by either you or VTAGZ:

  1. small claims court actions, if the requirements of the court are met and the claims are only on an individual basis; and

  2. claims pertaining to intellectual property rights, including trademarks, trade dress, domain names, trade secrets, copyrights and patents.

  1. Informal Dispute Resolution First.  Like you, we want to resolve Disputes without resorting to arbitration.  If you have a Dispute with us, before initiating arbitration, you agree to send an individualized request (“Pre-Arbitration Demand”) to dispute@mammoth.la so that we can work together to resolve the Dispute.  

This Section 9(c) is a condition precedent to commencing arbitration.  The arbitrator will dismiss any arbitration filed without fully and completely complying with these informal dispute resolution procedures.

  1. A Pre-Arbitration Demand is only valid when it pertains to, and is on behalf of, a single individual.  A Pre-Arbitration Demand brought on behalf of multiple individuals is invalid as to all.  

  2. The Pre-Arbitration Demand must include: (i) your name, telephone number, mailing address, and email address associated with any Merchant Offer; (ii) the name, telephone number, mailing address and email address of your counsel, if any; (iii) a description of your Dispute; and (iv) your signature.  

  3. Likewise, if VTAGZ has a Dispute with you, VTAGZ will send an email with its individualized Pre-Arbitration Demand, including the requirements listed above, to the email address associated with any Merchant Offer.  

  4. If the Dispute is not resolved within sixty (60) calendar days of when either you or VTAGZ submitted a Pre-Arbitration Demand, an arbitration can be brought.  

  5. This Section 9(c) does not apply to claims brought under the exception to arbitration in Section 9(b).  

  1. Arbitration Procedure.  If, after completing the informal process in Section 9(c), either you or VTAGZ wishes to initiate arbitration, the initiating party must serve the other party with a demand for arbitration.  Any demand for arbitration by you will be sent to the VTAGZ address in Section 9(c). VTAGZ will send any arbitration demand to the email address associated with any Merchant Offer or to your counsel, if any.  You and VTAGZ agree that the Federal Arbitration Act (“FAA”) governs this Arbitration Clause.  If the FAA cannot apply, then the state laws governing arbitration procedures where you reside apply.

  1. The arbitration will be administered by National Arbitration and Mediation (“NAM”) under its operative Comprehensive Dispute Resolution Rules and Procedures, available at https://www.namadr.com/resources/rules-fees-forms, including, where applicable, its Supplemental Rules for Mass Arbitration Filings. This Arbitration Clause will govern to the extent it conflicts with the arbitration provider’s rules.  

  2. If the applicable arbitration provider is not available to arbitrate, the parties will select an alternative arbitration provider.  If the parties cannot agree on an appropriate alternative arbitration provider, the parties will ask a court of competent jurisdiction to appoint an arbitrator pursuant to 9 U.S.C. § 5. To the extent there is a dispute over which arbitration provider has jurisdiction, a NAM arbitrator will be appointed to resolve that dispute.

  1. Arbitration hearings will take place through videoconferencing, unless you and VTAGZ agree upon another location in writing.  A single arbitrator will be appointed.  

  2. The arbitrator may award damages, declaratory or injunctive relief, and recoverable costs.  Any arbitration award may be enforced (such as through a judgment) in any court with jurisdiction over the dispute.  An arbitration award will have no preclusive effect in another arbitration or court proceeding involving VTAGZ and a different individual.  The arbitrator will have the exclusive authority to resolve all threshold arbitrability issues, including whether this Arbitration Clause is applicable, unconscionable, or enforceable, as well as any defenses to arbitration.  However, a court has exclusive authority to rule on the Class Action Waiver in Section 9(f), including any claim that the section is unenforceable, illegal, void or voidable, or that it has been breached.

  3. If a request to proceed in small claims court (see Section 9(c)(i)), is made after an arbitration has been initiated, but before an arbitrator has been appointed, such arbitration will be administratively closed.  Any controversy over the small claims court’s jurisdiction will be determined by the small claims court.  

  1. Jury Trial Waiver.  You and VTAGZ agree to waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury.  You and VTAGZ are instead electing that all Disputes will be resolved by arbitration under this Arbitration Clause, except as specified in Section 9(b) above.  Court review of an arbitration award is subject to very limited review.  Discovery may be limited in arbitration, and procedures are more streamlined than in court.

  2. Class Action Waiver.  You and VTAGZ agree that, except as specified in Section 9(g) below, each of us may bring claims against the other only on an individual basis and not on a class, collective, representative, or mass action basis.  

  1. The parties agree to waive all rights to have any Dispute be brought, heard, administered, resolved, or arbitrated on a class, collective, representative, or mass action basis.  

  2. Subject to this Arbitration Clause, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief to the party’s individual claim.  

  3. Notwithstanding anything to the contrary in this Arbitration Clause, if a court decides, in a final nonappealable decision, that the limitations of this Section 9(f) are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and VTAGZ agree that that particular claim or request for relief (and only that particular claim or request for relief) will be severed from the arbitration and will be pursued in the courts specified in Section 10.  

  1. Batch Proceedings.  

  1. Administration.  To increase the efficiency of administration and resolution of arbitrations, you and VTAGZ agree that if 25 or more arbitration demands of a substantially similar nature, are filed within a one hundred and eighty (180) day period (“Mass Filing”), the parties agree:

  1. to administer the Mass Filing in batches of 25 demands per batch (or less, if fewer than 25 remain) (each, a “Batch”) with only one Batch filed, processed, and adjudicated at a time;

  2. to designate one arbitrator for each Batch;

  1. to accept applicable fees, including any related fee reduction determined by NAM in its discretion;

  2. that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior Batch of 25 is filed, processed, and adjudicated;

  3. that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by VTAGZ and the claimants, will only be due after your demand for arbitration is included in a Batch and that Batch is properly designated for filing, processing, and adjudication; and

  4. that the staged process of batched proceedings, with each set including 25 demands, will continue until each demand (including your demand) is adjudicated or otherwise resolved.  

  1. Tolling; Abeyance during Batch Proceedings. Any statutes of limitation, including the requirement to file within eighteen (18) months in Section 9(j) below, will remain tolled while any arbitration demands are held in abeyance.  While the Batch Proceedings are adjudicated, no other demand for arbitration that is part of the Mass Filing may be processed, administrated, or adjudicated, and no filing or other administrative costs for such a demand for arbitration will be due from either party to the arbitration provider.  

If, contrary to this provision, a party prematurely files an arbitration demand, the parties agree that the arbitration provider must hold those demands in abeyance.

  1. Substantially Similar Demands.  All parties agree that arbitration demands are of a “substantially similar nature” if they:

  1. arise out of or relate to the same event or factual scenario,
  2. assert the same or substantially similar facts or claims, and
  3. seek the same or substantially similar relief.  

For purposes of this determination, demands presented by or with the assistance or coordination of the same law firm(s) or organization(s) will be rebuttably presumed to be of a ‘substantial similar nature.’  

  1. Applicability; enforceability.  Any party may request that the arbitration provider appoint a sole standing administrative arbitrator (“Administrative Arbitrator”) to determine threshold questions such as (1) whether the Batch Proceeding process is applicable or enforceable, (2) whether particular demand(s) are part of a Mass Filing, and (3) whether demands within a Mass Filing were filed in accordance with this Arbitration Clause, including Section 9(c).  

  1. To expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree that the Administrative Arbitrator may provide and use any procedures necessary to resolve the dispute promptly.  VTAGZ will pay the Administrative Arbitrator’s costs.

  1. The parties will work in good faith with the arbitrator to complete each Batch Proceeding within one hundred and twenty (120) calendar days of its initial pre-hearing conference.  The parties agree that the Batch Proceeding process is designed to achieve an overall faster, more efficient, and less costly mechanism for resolving Mass Filings.

  1. This Batch Proceedings provision will in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures, or authorizing class arbitration of any kind.  Unless VTAGZ otherwise consents in writing, VTAGZ does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this Section 9(g).

  1. Settlement.  At least ten (10) calendar days before the date set for the arbitration hearing, you or VTAGZ may serve a written offer of judgment upon the other party to allow judgment on specified terms.  

  1. If the offer is accepted, the offer with proof of acceptance will be submitted to the arbitration provider, who will enter judgment accordingly.  

  2. If the offer is not accepted before the earlier of the arbitration hearing or thirty (30) calendar days after it is made, it will be deemed withdrawn, and cannot serve as evidence in the arbitration.  

  3. If an offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party will not recover their post-offer costs and will pay the offering party’s costs from the time of the offer.

The parties agree that any disputes with respect to settlement offer(s) or offer(s) of judgment in a Mass Filing are to be resolved by a single arbitrator to the extent such offers contain the same material terms.  For arbitrations involving represented parties, the represented parties’ attorneys agree to communicate individual offer(s) of judgment to each and every arbitration claimant or respondent to whom such offers are extended.

  1. Arbitration Costs.  Except as provided for in a Mass Filing under Section 9(g), your responsibility to pay any filing, administrative, and arbitrator costs will be solely as set forth in the applicable arbitration provider’s rules.  

  2. 18-Month Filing Deadline.  To the extent permitted by applicable Law, and notwithstanding any other statute of limitations, any claim or cause of action under this Arbitration Clause (other than disputes under Section 9(b)(ii)) must be filed within eighteen (18) months after such claim or cause of action arose.  Otherwise, that claim or cause of action will be permanently barred.  The statute of limitations and any arbitration cost deadlines remain tolled during the required informal process under Section 9(c) above.

  3. Opt-Out.  You may reject this Arbitration Clause and opt-out of arbitration by sending an email to opt-out@mammoth.la within thirty (30) calendar days of first accepting these Terms.  If you have an Account,  your opt-out notice must be sent from the email address associated with any Merchant Offer.  No one may opt-out another person.  Your notice to opt-out must include (i) your first and last name, address, the email address and/or telephone number in your Offer Data and (ii) a clear statement that you decline this Arbitration Clause.

  4. Severability.  Except as provided in Section 9(f) (Class Action Waiver) above, if any provision of this Arbitration Clause is found to be illegal or unenforceable, then that provision will be severed.  The remaining provisions will still apply and will be interpreted to achieve the closest possible intent to the original intent of this section, inclusive of the severed provision.

  1. Governing Law and Forum Choice.  

  1. This Agreement is governed by and construed in accordance with the internal laws of the State of California, without reference to principles of conflicts of laws, and any action arising out of or relating to this Agreement shall be filed only in the state or federal courts located in Los Angeles County and you hereby consent and submit to the exclusive personal jurisdiction and venue of such courts for the purpose of litigating any such action.  You and we agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of this Agreement or any benefits under any Merchant Offer.

  2. You agree that any claim or cause of action arising out of or related to your use of the Services or this Agreement must be filed within eighteen (18) months after such claim or cause of action arose or be forever and fully barred, regardless of any applicable statute or law to the contrary.

  1. General Terms.

  1. Feedback.  We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

  2. Reservation of Rights.  VTAGZ and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights.  You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries.  You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

  3. Entire Agreement.  These Terms constitute the entire and exclusive understanding and agreement between VTAGZ and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between VTAGZ and you regarding the Services.  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.  Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without VTAGZ’s prior written consent.  Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null.  VTAGZ 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.  This Agreement shall be binding upon any beneficiary of any Merchant Offer.

  4. Notices.  Any notices or other communications provided by VTAGZ under these Terms will be given: (i) via email; or (ii) by posting to the Services.  For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

  5. Relationship.  You acknowledge and agree that you are not an employee, agent, partner, or joint venturer of Mammoth Media, Inc. or any Merchant.

  1. Interpretation.  If it turns out that a particular term of the Agreement is not enforceable for any reason, this will not affect any other terms.  Any words following the terms “including,” “include,” “in particular,” “for example”, “such as” or any similar expression are illustrative, non-exhaustive and do not limit the sense of the words, phrase or description preceding those terms.  The word "or" as used in these Terms is not exclusive.  The failure of either party to exercise, in any way, any right under these Terms does not waive any further rights the Terms provide.  

  2. Waiver of Rights.  VTAGZ’s 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 VTAGZ. 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.

#5113925v3<GGDMS> - Mammoth TOS (GG 5.8.24)

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