Terms of Service
Last Updated: September 4, 2026
THESE TERMS OF USE COMPRISE A LEGAL CONTRACT BETWEEN YOU AND VALA. Vala provides a software platform and related services to its users (each individually a “User” or “Member” and collectively, “Users” or “Members”) directed to veterans’ benefits application claims support functions. The terms “Vala,” “we,” “us,” and “our” refer to Vala Inc., a Delaware corporation. The terms “you” and “your” refer to any person accessing and/or using the Service, including accessing or subscribing to the Service (as such terms are defined in Section 9). We provide the Service to you expressly subject to these Terms of Use, together with our Privacy Policy. “Terms” means these Terms of Use and the Privacy Policy, collectively. Your use of the Service is governed by these Terms regardless of how you access the Service, including through the Internet, a mobile network, or otherwise. If you do not or are unable to agree to these Terms, as they may be revised from time-to-time, you are not permitted to use the Service.
PLEASE READ THESE TERMS OF USE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTIONS) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND, FURTHER, THAT: (1) YOU WILL BE PERMITTED TO PURSUE CLAIMS AGAINST VALA ONLY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY ON AN INDIVIDUAL BASIS, AND (3) YOU ARE WAIVING YOUR RIGHT TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
1. ACCEPTANCE OF TERMS. The Service is made available by Vala subject to these Terms. BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THESE TERMS, INCLUDING THE PRIVACY POLICY, REGARDLESS OF HOW YOU USE OR ACCESS THE SERVICE. We may modify these Terms from time to time. When we do, we will provide notice to you by publishing the most current version and revising the date at the top of this page, and will notify you by email when we make material changes to these Terms of Use. By continuing to use the Service after any changes come into effect, you agree to the revised Terms; if you do not agree with any of the revised Terms, you must stop using the Service. Any changes to these Terms shall not apply to any dispute between you and Vala arising prior to the date on which Vala posted the revised version of these Terms incorporating such changes or otherwise notified you of such changes.
You acknowledge and agree that Vala provides the Service as an independent contractor and not as your employee, partner, joint venturer, fiduciary, claims representative, attorney, agent, or accredited representative. Vala may provide software, workflow tools, document-generation functionality, data-extraction tools, claim-preparation assistance, and AI-enabled outputs to support your preparation, review, organization, or submission of claims-related materials, but Vala does not make legal, medical, benefits, eligibility, or claims decisions on your behalf and has no authority to submit, certify, amend, withdraw, approve, accept, or resolve any claim, filing, representation agreement, benefits application, or other arrangement for or on behalf of you, any veteran, claimant, dependent, caregiver, representative, or other third party. No agency, fiduciary, attorney-client, representative, or accredited-representative relationship is created by your use of the Service, and neither party has authority to bind the other.
You further acknowledge and agree that Vala provides the Service as a business-to-business technology solution to assist organizations with claims-related workflows and does not provide legal, medical, financial, benefits, or claims-adjudication advice. You are solely responsible for determining whether and how to use any outputs, forms, summaries, recommendations, suggested content, extracted information, or other materials generated through the Service, and for independently reviewing all such materials for accuracy, completeness, relevance, and compliance before using, submitting, or providing them to any government agency, claimant, veteran, dependent, caregiver, representative, or other person. Nothing in these Terms, the Service, or any communications or materials generated or facilitated through the Service creates an attorney-client relationship, physician-patient relationship, fiduciary relationship, accredited-representative relationship, or other professional relationship between Vala and you or between Vala and any claimant, veteran, dependent, caregiver, or other third party.
Vala is not a party to, and disclaims any responsibility or liability for, any claim, application, appeal, submission, representation, engagement, advice, communication, decision, or relationship between you and any veteran, claimant, dependent, caregiver, representative, government agency, or other third party. You agree to indemnify, defend, and hold harmless Vala and its affiliates and their respective officers, directors, employees, contractors, and agents from and against any claims, demands, actions, liabilities, losses, damages, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to your use of the Service, your provision of services to any veteran, claimant, dependent, caregiver, or other third party, any claims-related submission or communication prepared, reviewed, transmitted, or filed by you or on your behalf, any reliance on or failure to review Service outputs, any alleged error, omission, misstatement, misclassification, eligibility determination, benefits determination, missed deadline, denial, delay, overpayment, underpayment, or adverse agency action, and any alleged violation of applicable law, rule, regulation, accreditation requirement, privacy requirement, or professional obligation, except to the extent arising from Vala’s gross negligence or willful misconduct.
2. YOUR ACCOUNT. The Service may be accessed and used only by individuals who can form legally binding contracts under Applicable Laws, are not barred from using the Service under Applicable Laws or by Vala, and are at least 18 years old. By using this Service, you represent that you meet all of these eligibility requirements. As used under these Terms, “Applicable Laws” means all applicable federal, state, local, and foreign laws, statutes, ordinances, rules, regulations, codes, orders, and legally binding requirements of any governmental authority, in each case as in effect from time to time, including those relating to veterans’ benefits, claims preparation and submission, eligibility for benefits or services, claimant representation, accreditation or authorization to assist with claims, appeals, evidentiary requirements, deadlines, communications with governmental authorities, consumer protection, advertising and solicitation, unauthorized practice of law, medical or health-related information, data privacy and security, confidentiality, records retention, electronic signatures, and the collection, use, disclosure, transmission, storage, or safeguarding of personal information, health information, benefits information, service records, and other claims-related materials.
Vala may, but is not obligated to, verify your identity, professional credentials, licensure, accreditation, or authority to access or use the Service, and may request information or documentation reasonably necessary to conduct such verification. You agree to provide accurate and complete information in response to any such request. Vala may restrict, suspend, or terminate your access to the Service if requested verification information is not provided or if Vala reasonably believes that information provided in connection with your account is inaccurate, misleading, or insufficient to establish your eligibility to use the Service.
In order to access and use materials and services offered on and through the Service, you must register for an account. When you register for an account, you must provide us with some basic information, including your first name and last name, company or organization name, your title, an email address, payment card information if you purchase a subscription, user ID and a password or other third-party authentication credentials. You will also have the ability to provide additional optional information in response to questions in connection with onboarding. Please keep your email address and other account information current and accurate. Also, you agree to maintain the security and confidentiality of your password. You are solely responsible for anything that happens if you fail to maintain the security and confidentiality of your account. If someone is using your password or accessing your account without your permission, email us at support@valaclaims.com.
3. YOUR PRIVACY. Vala collects registration and other information about you through the Service. Please refer to our Privacy Policy for details on how we collect, use, and disclose this information.
4. PROHIBITED ACTIVITIES. You agree that you will not (directly or indirectly) use the Service to advertise, market, promote, or disseminate advertisements for any products or services, or to solicit business, customers, claimants, veterans, dependents, caregivers, or other individuals, except as expressly permitted by Vala in connection with your authorized use of the Service for bona fide claims-related workflows. The Service may be used only to support the preparation, review, organization, analysis, or submission of VA claims-related materials and related administrative functions. Any unauthorized advertising, lead generation, solicitation, referral generation, claims harvesting, or promotion of unrelated products or services is expressly prohibited. Additionally, you agree that you will not (directly or indirectly) use the Service:
(a) to advertise or disseminate advertisements regarding any other types of promotional materials, ‘pyramid schemes’, ‘junk mail’, and ‘chain letters’;
(b) to advertise or disseminate advertisements or messages of a political nature, including, but not limited to, disseminating information on political rallies, marches, protests, and/or other political events;
(c) for any unlawful purpose or for any purpose that would give rise to civil liability;
(d) to solicit others to perform or participate in any unlawful acts;
(e) to infringe upon or violate our intellectual property rights or the intellectual property rights of others;
(f) to submit false or misleading information, create a false identity, or otherwise manipulate identifiers in order to deceive others or disguise the origin of any content transmitted to or via the Service;
(g) to hack or disrupt the Service, use any software or scripts to automate activities in a harmful manner, or upload or transmit viruses or any other type of malicious code that may be used in any way to affect the functionality or operation of the Service;
(h) to trick, tamper with, or exploit the Service, our algorithms, or other Users;
(i) to manipulate the AI Service by inputting malicious code or unauthorized prompts into resumes or forms;
(j) to access or use the Service, directly or indirectly, for purposes of competitive intelligence, benchmarking for competitive purposes, evaluating the Service for the development of a competing product or service, or developing, training, improving, or supporting any product or service that competes with Vala;
(k) other than for your use of the Service as expressly permitted in these Terms, to access or attempt to access any systems or servers on which the Service is hosted or modify or alter the Service in any way;
(l) or to spam, phish, pharm, pretext, spider, crawl, data-mine, or scrape;
(m) to interfere with or circumvent the security features of the Service or services of third-party service providers;
(n) to damage, disable, overburden, or impair Vala’s servers or networks or those of third-party service providers;
(o) to defame, abuse, harass, stalk, threaten, or otherwise violate the dignity or legal rights (such as rights of privacy and publicity) of others;
(p) to use language, images, or other content that Vala in its sole discretion deems insensitive, offensive, obscene, sexually explicit, or otherwise inappropriate or inconsistent with Vala’s brand or its community guidelines; or
(q) to post anything that exploits children or that depicts cruelty to animals. For additional information on acceptable and unacceptable Service activities, please see our Community Guidelines.
Any violation of the foregoing prohibited activities in this Section 4 may, in our sole discretion, result in the suspension of your access to the Service, including an indefinite suspension or permanent ban.
5. USER CONDUCT.
(a) At Vala, we expect all Users to use the Service responsibly, professionally, and in a manner that respects the rights, safety, privacy, and dignity of others. By accessing or using the Service, you agree to use the Service only for lawful, authorized, and bona fide claims-related purposes and not in any manner that is abusive, deceptive, misleading, exploitative, harassing, discriminatory, invasive of privacy, or otherwise harmful to any veteran, claimant, dependent, caregiver, representative, government agency, User, or other person.
(b) If we become aware of any use of the Service, activity, submission, request, communication, instruction, prompt, output, or other conduct that we believe, in our sole and absolute discretion, is inappropriate, harmful, unlawful, misleading, abusive, or otherwise inconsistent with these Terms, we reserve the right to investigate and take appropriate action. Such action may include restricting, filtering, disabling, removing, or refusing to process certain inputs, outputs, or uses of the Service, limiting or suspending access to the Service, terminating accounts, notifying affected parties or governmental authorities where appropriate, or taking any other action we deem reasonably necessary to protect Vala, the Service, other Users, claimants, veterans, dependents, caregivers, representatives, government agencies, or the public. We may become aware of prohibited or inappropriate activity through reports, support requests, account reviews, automated technologies, security tools, or other means.
(c) You are solely responsible for obtaining and maintaining all notices, consents, authorizations, permissions, and other rights necessary for you to collect, access, submit, disclose, transmit, or otherwise process any information through the Service, including any information concerning veterans, claimants, dependents, caregivers, beneficiaries, or other individuals. You may not submit or otherwise make available through the Service any information that you are not legally authorized to provide to Vala for processing in connection with the Service.
(d) Notwithstanding any of the foregoing, Vala does not control and is not responsible for how Users use the Service, the information Users provide, the instructions Users submit, the materials Users review, prepare, transmit, or file, or any actions Users take based on Service outputs. We are not required to monitor, police, review, verify, correct, or prevent any particular use of the Service, and we assume no liability for any User’s conduct, submissions, communications, filings, advice, representations, omissions, or other activities. Although the Service may include features intended to assist with organization, review, extraction, summarization, generation, analysis, or quality control of claims-related materials, you acknowledge and agree that such features are provided for assistance only and do not replace your independent review, professional judgment, legal compliance obligations, claimant authorization requirements, accreditation requirements, or responsibility for any claims-related communication, submission, representation, or filing. Any reliance on the Service, Service outputs, User-provided information, third-party information, or communications with any User or third party is at your own risk.
6. USE OF VALA AI SERVICES
(a) Use of AI Tools. As part of the Service, we employ an artificial intelligence (“AI”) that leverages machine-learning functionality to help with claims-related workflows (the “AI Service”). For example, we may use the AI Service to organize claims materials, extract information from documents, generate summaries, identify potentially relevant information, support form completion, help prepare draft narratives or supporting statements, check for missing information, and assist with administrative quality control. The AI Service is intended to support your preparation, review, organization, analysis, or submission of claims-related materials and related administrative functions. When you interact with AI-enabled features, you will be informed that you are interacting with an AI system, unless this is obvious from the context. Our own use of the AI Service is more specifically described below.
(b) Human Oversight. The AI Service is assistive. Your interaction with the AI Service is with an AI system and not a human. The AI Service generates outputs, suggestions, summaries, drafts, classifications, flags, and other information intended to support, not replace, human review, professional judgment, and independent decision-making. The AI Service is not a law firm, attorney, accredited representative, claims agent, medical professional, benefits adjudicator, or governmental authority, and it does not provide legal, medical, financial, benefits, eligibility, or claims-adjudication advice. The AI Service is not perfect and has limitations. It may generate inaccurate, incomplete, outdated, biased, irrelevant, or misleading results, including due to incomplete or inaccurate information, limitations in the underlying technology, ambiguity in source materials, or other factors.
You are responsible for independently reviewing and verifying all information, materials, drafts, outputs, and suggestions provided through the Service before using, submitting, transmitting, or relying on them. You are also responsible for consulting with qualified professionals when necessary and for determining whether any claim, appeal, evidence submission, form, statement, communication, or other claims-related material is accurate, complete, timely, appropriate, authorized, and compliant with Applicable Laws.
Vala does not intend for the AI Service to be used to make final decisions regarding any veteran’s, claimant’s, dependent’s, caregiver’s, or other person’s eligibility, entitlement, benefits, claim strategy, medical condition, disability rating, effective date, appeal position, or other substantive claims-related outcome based solely on automated processing. Where the Service provides summaries, suggested content, classifications, issue spotting, flags, recommendations, or similar outputs that may influence claims-related decisions or submissions, such outputs are designed to be reviewed, interpreted, and, where appropriate, modified, rejected, or overridden by qualified humans before any use or submission.
(c) Transparency. We will provide notices regarding the use of AI tools as required by Applicable Laws. We are committed to using AI to enhance efficiency, consistency, and administrative support, not to remove appropriate human review from claims-related workflows. The Service is designed to assist organizations and their authorized personnel, not to independently represent claimants, determine eligibility, adjudicate claims, make medical judgments, or decide benefits outcomes.
If you have concerns about how AI-enabled features are used in connection with the Service, please contact us at support@valaclaims.com. Where appropriate and commercially reasonable, we may provide additional information regarding the general operation of the AI Service, the types of AI-enabled features used, and the role of human review in connection with those features.
(d) Your Responsibilities. If you use the Service or AI Service outputs in connection with claims preparation, claims submission, claimant communications, evidence review, benefits analysis, appeals, or related administrative workflows, you are responsible for providing any notices, obtaining any consents or authorizations, and implementing any human review, safeguards, policies, and procedures required under Applicable Laws. You are also responsible for ensuring that any use of the Service is consistent with your legal, regulatory, professional, contractual, privacy, security, confidentiality, accreditation, authorization, and claimant-representation obligations.
You acknowledge that the AI Service may reflect patterns in data and may produce errors, omissions, unsupported statements, or biased outcomes. You agree to implement appropriate human review and safeguards, to avoid over-reliance on AI outputs, and not to submit, transmit, communicate, or rely on any AI Service output unless you have independently reviewed it and determined that it is accurate, complete, appropriate, authorized, and compliant with Applicable Laws. To the fullest extent permitted by Applicable Laws, Vala disclaims warranties regarding AI Service outputs, including accuracy, completeness, timeliness, non-infringement, and fitness for a particular purpose. This Section does not limit liability that cannot be limited under Applicable Laws and does not exclude liability for Vala’s gross negligence or willful misconduct, if and to the extent such exclusions are not permitted.
(e) Customer Data. By submitting, uploading, transmitting, or otherwise making any information, documents, records, files, prompts, inputs, or other materials available through the Service, you grant Vala and its service providers a non-exclusive right to host, copy, transmit, process, store, and otherwise use such materials as reasonably necessary to provide, operate, maintain, secure, and support the Service, and as otherwise described in these Terms and the Privacy Policy.
(f) Usage Data. Vala may collect and use technical, operational, and usage information generated through the operation of the Service, including logs, telemetry, performance information, feature usage, and similar information, for purposes of operating, administering, securing, analyzing, and improving the Service, provided that Vala’s use of such information remains subject to the limitations applicable to Personal Information under these Terms and the Privacy Policy.
(g) General Acknowledgements. You are solely responsible for your use of the AI Service and for all decisions, actions, communications, filings, submissions, representations, and outcomes that result from your use of the Service. By interacting with the AI Service, you acknowledge and agree that: (i) the AI Service is designed to be assistive and cannot replace human judgment, professional expertise, independent review, or your own policies, procedures, records, resources, and diligence processes; (ii) the AI Service is not intended to replace or serve as a substitute for review by an attorney, accredited representative, claims agent, medical professional, qualified supervisor, or other appropriate professional; (iii) you are solely responsible for your use of the AI Service, including all actions, decisions, communications, filings, submissions, and outcomes resulting from your interactions with the AI Service; (iv) you assume all risks associated with your use of the AI Service and any reliance on information or outputs provided through it; (v) you remain responsible for complying with Applicable Laws, your internal policies and procedures, and any contractual, professional, confidentiality, privacy, security, accreditation, authorization, or claimant-representation obligations that apply to your use of the Service; (vi) you will use commercially reasonable efforts to protect account credentials, maintain appropriate access controls, keep claimant and claims-related information confidential, and secure any devices, systems, networks, and accounts used to access the Service; and (vii) to the fullest extent permitted by Applicable Laws, you waive and release Vala and its affiliates and their respective employees, directors, officers, contractors, and agents from any and all liability, damages, causes of action, allegations, suits, claims, losses, costs, and demands arising from your interaction with the AI Service or from any action, decision, communication, filing, submission, or outcome based on or relating to AI Service outputs, except to the extent arising from Vala’s gross negligence or willful misconduct.
Due to the nature of AI-enabled features, Vala cannot represent or warrant that AI Service outputs will not incorporate or reflect third-party content or materials, contain inaccurate or unsupported statements, or infringe third-party intellectual property rights. If you do not agree to the foregoing terms, you may not use the Service. Vala may suspend or terminate your access to the Service at any time, in its sole discretion, including if you violate these Terms.
(h) AI Training. Vala will not use Personal Information submitted to, processed by, or generated through the Service to train, retrain, fine-tune, or otherwise improve the AI Service or any other artificial intelligence or machine-learning model, except to the extent expressly authorized by you in a separate written agreement. For purposes of this Section, “Personal Information” includes any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked to a particular individual or household, including claimant information, veteran information, dependent or caregiver information, service records, medical or health information, disability information, benefits information, claim files, evidence, statements, identifiers, contact information, account information, and any other personal, sensitive, confidential, or claims-related information.
Vala may use de-identified, aggregated, or anonymized information that does not identify and cannot reasonably be used to identify any individual, claimant, veteran, dependent, caregiver, household, or customer to operate, maintain, analyze, secure, and improve the Service, including to evaluate system performance, improve workflows, monitor quality, detect errors, develop new features, and enhance functionality. Vala will not attempt to re-identify de-identified, aggregated, or anonymized information except as permitted by Applicable Laws and only as necessary to test or validate the effectiveness of de-identification or to comply with legal obligations. Any transfer, storage, or processing of information will be handled in accordance with these Terms, the Privacy Policy, and Applicable Laws.
7. SERVICE USE RESTRICTIONS AND INTELLECTUAL PROPERTY
(a) As used in these Terms, “Service” means: (i) the website www.valaclaims.com, along with our related websites and any future affiliated website(s), including all webpages and arrangements and compilations of content on such websites (collectively, the “Websites”), hosted applications, mobile and other downloadable applications (collectively, the “Apps”); (ii) any documentation, guides, training materials, articles, videos, forms, templates, reference materials, and other content or resources made available by Vala in connection with the Service, whether on a paid or non-paid basis (collectively, the “Available Content”); (iii) the software-based tools, features, and functionality made available through the Websites or Apps, including claims-related workflow tools, document upload, organization and processing functionality, data-extraction tools, form-completion assistance, matter or claim management functionality, and related administrative tools and features; (iv) the AI Service; and (v) any integrations, application programming interfaces, connections to third-party services or data sources, and related functionality made available by Vala through or in connection with the foregoing.
(b) All aspects of the Service, including the software, technology, functionality, interfaces, workflows, algorithms, models, databases, designs, documentation, Available Content, and other materials comprising or made available through the Service, are owned, controlled, or licensed by Vala and are protected by copyright, trademark, trade secret, patent, and other intellectual property and proprietary rights laws. Except as expressly permitted under these Terms, you may not: (i) copy, reproduce, modify, adapt, translate, create derivative works of, distribute, sell, license, sublicense, rent, lease, publicly display, publicly perform, transmit, or otherwise exploit any portion of the Service; (ii) reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or gain access to the source code, underlying models, algorithms, structure, or non-public components of the Service; (iii) remove, alter, or obscure any proprietary notices or labels appearing on or within the Service; or (iv) disable, bypass, circumvent, interfere with, or defeat any access control, security, authentication, usage limitation, or other technological measure used in connection with the Service.
(c) Except as expressly permitted by Vala or enabled through the Service, you may not download, copy, export, extract, reproduce, or retain any portion of the Service or Available Content for purposes other than your authorized use of the Service. Where the Service expressly permits you to download or export Available Content or other materials, you may do so solely for your internal business and professional purposes and subject to these Terms and any applicable restrictions identified in connection with such materials.
(d) Subject to your compliance with these Terms and any applicable Services Agreement, Vala grants you a limited, non-exclusive, revocable, non-sublicensable, and non-transferable right to access and use the Service during the applicable subscription or access period solely for your internal business and professional purposes and in accordance with these Terms. To the extent Vala makes any downloadable application available as part of the Service, Vala grants you a limited right to install and use such application on devices that you own or control, subject to these Terms and any applicable third-party platform requirements. Except for the limited rights expressly granted under these Terms, Vala grants you no other right, title, interest, license, or other rights in or to the Service or any intellectual property or proprietary rights therein.
(e) You acknowledge and agree that any breach of any provision of this Section 7 would result in irreparable harm to Vala, for which money damages alone would be an inadequate remedy, and, therefore, you agree that Vala is entitled to injunctive relief to prevent or restrain any breach or threatened breach of this Section 7, in addition to any other remedies available at law or in equity.
8. AVAILABILITY AND CHANGES TO THE SERVICE. Vala may from time to time update, modify, test, replace, suspend, or discontinue features, functionality, content, or other aspects of the Service. Vala does not guarantee that the Service, or any particular feature or functionality, will be available at all times or without interruption, delay, error, or degradation. Unless expressly provided in a separate written agreement with Vala, Vala does not commit to any particular uptime, availability level, response time, processing time, support level, recovery time, or other service level.
From time to time, Vala may make available beta, pilot, preview, early-access, experimental, or similar features or functionality. Such features may be incomplete, contain errors or limitations, be modified or discontinued at any time, and may be subject to additional terms or restrictions. Unless otherwise expressly agreed by Vala in writing, such features are provided on an “as is” and “as available” basis and are not subject to any service level, availability, support, or performance commitment.
9. ADDITIONAL SERVICES AGREEMENTS. You may be required to enter into one or more separate services agreements, order forms, statements of work, data processing agreements, business associate agreements, or similar instruments with Vala in connection with your access to or use of the Service. Vala may require execution of any such agreement as a condition to accessing, using, or continuing to use all or any portion of the Service. You are responsible for complying with all obligations applicable to you under any such agreement.
Any such agreement is in addition to, and does not replace, these Terms, except to the extent expressly provided therein. In the event of any conflict between these Terms and any separately executed data processing agreement, business associate agreement, or other agreement governing the processing or protection of personal information or Protected Health Information, such separate agreement shall control solely with respect to the subject matter expressly governed thereby. In all other respects, these Terms shall control unless the applicable separate agreement expressly states otherwise.
10. SUBSCRIPTION SERVICES. Vala may offer access to the Service on a monthly, quarterly, annual, or other subscription basis for the applicable fees identified at the time of purchase or in an applicable Services Agreement. Your subscription may include access to certain features, functionality, Available Content, usage levels, or other components of the Service, as specified in the applicable subscription plan or Services Agreement. Vala may also offer additional services, features, functionality, usage capacity, or other offerings for additional fees, and such offerings may be subject to additional terms that must be accepted as a condition to access or use.
Except as expressly set forth in these Terms, an applicable Services Agreement, or as required by Applicable Laws, all fees are non-refundable once paid and are payable in U.S. dollars. Any promotional, introductory, or trial pricing is temporary and may be subject to additional terms or limitations disclosed at the time of enrollment.
You agree to pay all fees applicable to your subscription and any additional services or features you purchase. Vala may use one or more third-party payment processors to process payments. Payment information submitted in connection with the Service may be collected and processed directly by the applicable payment processor, and your submission of payment information and use of such payment processing services are subject to the applicable payment processor’s terms of service and privacy policy. Our current payment processor is [Stripe (https://stripe.com).] Stripe will collect, use, and process your information, including payment information, in accordance with Stripe’s privacy policy (which may be accessed at https://stripe.com/privacy), and Stripe’s terms of service (which may be accessed at https://stripe.com/legal/consumer). We will charge your credit or debit card for your first subscription fee on the date that we process your order for your subscription (or if you sign-up for a subscription that includes a free-trial period, we will charge your credit or debit card for your first subscription fee upon the expiration date of the applicable free-trial period). Once your credit or debit card is charged the first subscription fee (or if you sign-up for a subscription that includes a free-trial period, once we have processed your order for your subscription), you will receive a confirmation e-mail notifying you of your ability to access the Service.
11. IMPORTANT NOTICE. EXCEPT AS OTHERWISE STATED IN AN APPLICABLE SERVICES AGREEMENT, YOUR SUBSCRIPTION SHALL AUTOMATICALLY RENEW FOR SUCCESSIVE PERIODS IN ACCORDANCE WITH YOUR THEN-CURRENT SUBSCRIPTION TERM UNLESS YOU PROVIDE NOTICE OF TERMINATION PURSUANT TO SECTION 12 HEREOF OR THE RESPECTIVE SERVICES AGREEMENT.
IF YOU SIGN UP FOR A SUBSCRIPTION THAT INCLUDES A FREE-TRIAL PERIOD, UNLESS YOU HAVE CANCELED YOUR SUBSCRIPTION PRIOR TO THE EXPIRATION OF THE FREE-TRIAL PERIOD, AS AUTHORIZED BY YOU DURING THE SIGN-UP PROCESS, VALA WILL AUTOMATICALLY CHARGE YOU FOR THE FIRST SUBSCRIPTION FEE UPON THE EXPIRATION OF THE FREE-TRIAL PERIOD (AS APPLICABLE) AND EACH SUBSEQUENT PERIODIC SUBSCRIPTION FEE THEREAFTER.
12. AUTOMATIC RENEWAL TERMS. Unless otherwise stated in an applicable Services Agreement or subscription plan, each paid subscription, including any subscription that begins following a free-trial or introductory period, will automatically renew for successive periods equal to the then-current subscription term unless you cancel or provide notice of non-renewal before the applicable renewal date. You authorize Vala and its applicable third-party payment processor to charge the payment method associated with your account for all subscription fees, applicable taxes, and other amounts due in connection with each renewal.
You may cancel or elect not to renew your subscription through the methods made available by Vala from time to time, including through your account settings or by contacting Vala at support@valaclaims.com. Unless otherwise stated in an applicable Services Agreement, cancellation or non-renewal will become effective at the end of the then-current subscription term, and you will continue to have access to the applicable Service through the end of that term.
Vala may change its subscription plans, features, usage limits, or fees from time to time. Any change to the fees applicable to your subscription will take effect no earlier than the beginning of your next renewal term, unless otherwise agreed in an applicable Services Agreement.
13. CANCELLATION TERMS. You may cancel or elect not to renew your subscription at any time by contacting support@valaclaims.com. Unless otherwise stated in an applicable Services Agreement, your cancellation or non-renewal will become effective at the end of your then-current subscription term, and you will remain responsible for all subscription fees due through the end of that term. Except as expressly provided in these Terms, an applicable Services Agreement, or as required by Applicable Laws, subscription fees are non-refundable and you will not be entitled to any prorated refund or credit for any unused portion of the then-current subscription term. You may continue to access and use the applicable Service through the effective date of cancellation, subject to these Terms.
14. REFUNDS. Vala does not guarantee any particular result, outcome, approval, award, rating, effective date, benefit amount, processing time, agency response, or other claims-related determination in connection with your use of the Service. You acknowledge and agree that all claims, applications, appeals, submissions, and related matters are subject to review and determination by applicable governmental authorities and may depend on information, evidence, eligibility requirements, third-party actions, and other factors outside of Vala’s control. Accordingly, except as expressly required by Applicable Laws or expressly stated in a separate written agreement signed by Vala, all fees and amounts paid for the Service are non-refundable, and Vala will not provide any refund, credit, or reimbursement based on any claim denial, delay, unfavorable decision, lower-than-expected benefit, failure to achieve a desired outcome, or dissatisfaction with any claims-related result.
If you signed up for the Service via a third-party application, marketplace, or service, any refund is subject to the applicable third party’s return, cancellation, and refund policies, and you understand that it is your responsibility to contact such third-party provider for cancellation and any refund request. The third-party provider through which you purchased your subscription is solely responsible for making refunds under its policies, and Vala will have no refund obligations for any such purchases. Vala is not liable for such third party’s compliance or noncompliance with its refund policies, and you release Vala from any claims relating to such policies.
15. THIRD-PARTY LINKS AND INTEGRATIONS. The Service may link to, incorporate, interoperate with, or depend upon third-party services, software, platforms, applications, APIs, data sources, hosting providers, communications providers, artificial intelligence or machine-learning services, or other technologies that are not controlled by Vala. Vala does not control and is not responsible for the availability, operation, security, accuracy, performance, acts, or omissions of any such third party or third-party service. Your use of any third-party service may be subject to separate terms, policies, restrictions, or other requirements imposed by the applicable third party, and you are solely responsible for reviewing and complying with any such requirements applicable to your use.
16. FEEDBACK. If you provide Vala with any suggestions, ideas, recommendations, enhancement requests, feature requests, comments, or other feedback regarding the Service (“Feedback”), you grant Vala and its affiliates a perpetual, irrevocable, worldwide, royalty-free, fully paid-up right and license to use, reproduce, modify, adapt, create derivative works from, disclose, distribute, commercialize, and otherwise exploit such Feedback for any purpose without restriction, attribution, or compensation to you. You represent and warrant that you have the right to provide such Feedback and grant the foregoing rights. For the avoidance of doubt, Feedback does not include Customer Data or Personal Information submitted through the Service in connection with your authorized use of the Service, which will be handled in accordance with these Terms, the Privacy Policy, and any applicable Services Agreement.
17. INTELLECTUAL PROPERTY INFRINGEMENT.
(a) Vala respects the intellectual property rights of others, and we ask you to do the same. Vala may, in appropriate circumstances and at our discretion, terminate service and/or access to the Service for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our Service, please provide Vala’s designated agent the following information:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(ii) Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online Service are covered by a single notification, a representative list of such works at that Service.
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Service, and information reasonably sufficient to permit Vala to locate the material.
(iv) Information reasonably sufficient to permit Vala to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(b) Vala’s agent for notice of claims of copyright or trademark infringement on this Service can be reached as follows:
Attn: Kyle Aquino, DMCA Agent
Email: support@valaclaims.com
(c) Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
(d) We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to Vala’s designated agent that includes all of the following information:
(i)Your physical or electronic signature;
(ii)Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
(iii) A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
(iv) Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which Vala may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
(e) Vala reserves the right, in its sole discretion, to terminate the account or access of any user of our web Service and/or service who is the subject of repeated DMCA or other infringement notifications.
18. NOT PROFESSIONAL ADVICE; NO PROFESSIONAL RELATIONSHIP CREATED. Although the Service may provide information, tools, workflows, summaries, suggestions, draft language, document analysis, form-completion assistance, or other outputs relating to VA claims, benefits applications, appeals, evidentiary submissions, or related administrative processes, such information and outputs are provided for general informational and administrative support purposes only and are not intended to constitute, and shall not be construed as, legal advice, medical advice, financial advice, benefits advice, claims representation, eligibility determination, or other professional advice. Vala is not engaged in rendering legal, medical, financial, claims-adjudication, accredited-representative, or other professional services by making the Service available, and your use of the Service does not create any attorney-client, physician-patient, claimant-representative, fiduciary, consultant-client, financial advisor-client, or other professional relationship between you and Vala or any of its representatives.
Vala assumes no responsibility for any consequence relating directly or indirectly to any action or inaction you take based on any content, outputs, summaries, draft language, recommendations, suggested forms, extracted information, or other information made available through the Service, including any content generated by the AI Service or provided by you, your personnel, claimants, veterans, dependents, caregivers, representatives, governmental authorities, or other third parties. Any reliance on the Service or its outputs is solely at your own risk. You are responsible for conducting your own diligence and making your own independent decisions, including independently reviewing all claims-related materials, confirming claimant authorization, verifying facts and evidence, evaluating deadlines and eligibility requirements, determining the appropriateness of any submission or communication, and obtaining advice or review from qualified attorneys, accredited representatives, claims agents, medical professionals, financial advisors, or other professionals as appropriate.
19. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE SERVICE IS PROVIDED TO YOU ‘AS IS’ AND ‘AS AVAILABLE’, WITHOUT ANY REPRESENTATIONS, GUARANTEES OR WARRANTIES OF ANY KIND, EITHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT, OR RELATING TO THE QUALITY, SUITABILITY, OPERABILITY, CONDITION, TRUTH, ACCURACY, ABSENCE OF DEFECTS, WHETHER LATENT OR PATENT, OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE SERVICE, AND WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO CASE SHALL VALA BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, LOSS OF DATA, OTHER ECONOMIC ADVANTAGE OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, ARISING FROM: (A) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICE; (B) THE SECURITY, AVAILABILITY, PERFORMANCE, OPERATION, INTERRUPTION, ERROR, OR FAILURE OF THE SERVICE OR ANY FEATURE OR FUNCTIONALITY THEREOF; (C) ANY INFORMATION, OUTPUT, CONTENT, DATA, DOCUMENT, SUMMARY, RECOMMENDATION, ANALYSIS, OR OTHER MATERIAL PROVIDED, GENERATED, PROCESSED, OR MADE AVAILABLE THROUGH THE SERVICE; (D) ANY THIRD-PARTY SERVICE, INTEGRATION, DATA SOURCE, PLATFORM, PROVIDER, OR OTHER THIRD PARTY USED IN CONNECTION WITH OR ACCESSIBLE THROUGH THE SERVICE; OR (E) ANY OTHER CLAIM ARISING OUT OF OR RELATING TO THE SERVICE OR YOUR USE THEREOF, EVEN IF VALA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH INJURY, LOSS, CLAIM, OR DAMAGES. Our liability to you or any third parties in any circumstance is limited to the greater of $100 or the amount of fees, if any, you paid to us in the twelve (12) months prior to the action that may have given rise to liability. The limitations set forth in these Terms do not limit Vala’s liability for gross negligence, fraud, or intentional, malicious, or reckless misconduct. Further, because some jurisdictions do not allow the limitation of liability for consequential or incidental damages, in such jurisdictions Vala’s liability shall be limited to the maximum extent permitted by law. If you are based in the EU, you may have additional legal remedies.
20. INDEMNIFICATION.
(a) To the fullest extent permitted by Applicable Law, and in addition to any other indemnification obligations set forth in these Terms, you agree to indemnify, defend, and hold harmless Vala and its officers, directors, shareholders, employees, contractors, agents, and representatives (collectively, the “Company Parties”) from and against any and all claims, demands, actions, suits, investigations, proceedings, damages, losses, liabilities, penalties, fines, judgments, awards, settlements, costs, and expenses (including reasonable attorneys’ fees and costs of defense) arising out of or relating to any claim, demand, or allegation by any third party (including any veteran, claimant, dependent, caregiver, representative, government agency, User, or other person) that results from or relates to: (i) your violation of these Terms or any other agreement with Vala; (ii) your access to or use, misuse, or abuse of the Service; (iii) your information or materials you submit, post, transmit, or otherwise make available through the Service; (iv) your violation of any Applicable Laws; (v) your violation of any rights of any third party (including privacy, publicity, intellectual property, or contractual rights); or (vi) your negligence, willful misconduct, fraud, or misrepresentation.
(b) If you use the Service in connection with claims preparation, claims submission, claimant communications, evidence review, benefits analysis, appeals, or related services, your indemnification obligations include, without limitation, any claims, demands, actions, investigations, proceedings, liabilities, losses, damages, costs, and expenses arising out of or relating to your provision of services to any veteran, claimant, dependent, caregiver, representative, or other person, your use of the Service or any AI-generated output, or your compliance or alleged noncompliance with Applicable Laws, professional obligations, accreditation requirements, authorization requirements, privacy and security obligations, confidentiality duties, consumer protection laws, advertising and solicitation rules, or standards of care applicable to your business or services. This includes, without limitation, any claims for malpractice, professional negligence, negligent advice, unauthorized practice of law, unauthorized claims representation, breach of fiduciary duty, breach of confidentiality, privacy or data security violations, failure to obtain or maintain required authorizations or consents, false or misleading statements, incomplete or inaccurate submissions, failure to submit evidence, failure to preserve records, missed deadlines, failure to timely file or appeal a claim, improper withdrawal or amendment of a claim, mishandling of medical, service, financial, benefits, or other sensitive information, or any alleged error, omission, misstatement, misclassification, eligibility determination, benefits determination, rating issue, effective-date issue, denial, delay, overpayment, underpayment, penalty, sanction, disciplinary matter, audit, investigation, or adverse agency action. You further agree to indemnify the Company Parties against any claims that your use of the Service, your reliance on the Service or any AI-generated output, or any decision, communication, filing, submission, advice, or representation made by you or on your behalf resulted in harm to any veteran, claimant, dependent, caregiver, representative, governmental authority, or other third party, except to the extent caused by Vala’s gross negligence or willful misconduct.
(c) Vala reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you agree to cooperate fully with the Company Parties in the defense of such matter. You may not settle any claim or matter subject to indemnification without Vala’s prior written consent, and any settlement must fully release the Company Parties and not impose any obligation, admission, or liability on any Company Party without Vala’s prior written consent.
21. BINDING ARBITRATION; CLASS ACTION WAIVER; JURY WAIVER.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
(a) Binding Arbitration. Please read this Section carefully. It provides that all Disputes between you and Vala shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in a court, 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). Except as otherwise provided, entering into these Terms constitutes a waiver of your right to litigate claims and all opportunity 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 these Terms and can award the same damages and relief as a court (including attorney’s fees).
EACH OF YOU AND VALA AGREES THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED BELOW, 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 PROVISION.
(b) Pre-Arbitration Resolution. Notwithstanding the foregoing, before making a claim, you and Vala agree to try to resolve any disputes through good faith discussions. For the purpose of this Section, “Vala” means Vala and its parents, subsidiaries, affiliates, licensors, service providers, and vendors, and each of their respective officers, directors, employees, contractors, agents, representatives, successors, and assigns. As used herein, the term “Dispute” means any dispute, claim, demand, action, investigation, proceeding, or controversy regarding, arising out of, or relating to these Terms, any aspect of your relationship with Vala, your access to or use of the Service, any claims-related workflow, communication, filing, submission, representation, advice, decision, omission, or other action taken by you or on your behalf, any use of or reliance on the Service or any AI-generated output, or any alleged harm to any veteran, claimant, dependent, caregiver, representative, governmental authority, or other third party, whether based in contract, statute, regulation, ordinance, tort, including fraud, misrepresentation, fraudulent inducement, negligence, professional negligence, malpractice, breach of fiduciary duty, unauthorized practice of law, unauthorized claims representation, privacy or data security violation, breach of confidentiality, consumer protection violation, or any other legal or equitable cause of action or claim for relief. “Dispute” includes the validity, enforceability, or scope of this Section, except for the enforceability of the Class Action Waiver clause below, but excludes any claims Vala may make for injunctive or other equitable relief, including claims relating to unauthorized use of the Service, misuse of confidential information, infringement or misappropriation of intellectual property, security incidents, unlawful use of claimant or claims-related information, or conduct that may cause harm to Vala, the Service, other users, claimants, veterans, dependents, caregivers, representatives, governmental authorities, or the public.
You or Vala may initiate this dispute resolution process by sending written notice describing the dispute and the proposed resolution. That written notice must include: (i) your name, (ii) your address, (iii) a written description of the Dispute, including the relevant facts, claims, submissions, communications, Service outputs, affected persons, and alleged harm, to the extent applicable, and (iv) a description of the specific relief sought. If you and Vala cannot resolve the Dispute within ninety (90) days following receipt of the initial notice, either party may bring the Dispute in accordance with the remainder of this Section 21.
(c) Arbitration Procedures; Location of Arbitration. For any Dispute not settled pursuant to Section 21(b) above, you and Vala agree to resolve such Dispute by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This Section governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action or representative action procedures or rules apply to the arbitration. The arbitration will be conducted in Riverside County, California, unless you and Vala agree otherwise. You may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Vala from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our intellectual property rights or other rights in our Available Content or other aspects of the Service.
(d) Class Action Waiver; Jury Waiver. Where permitted under Applicable Law, you agree to bring claims against Vala only in your individual capacity and not as a plaintiff or class member in any purported class or representative action. Unless Vala agrees, no action or court of law may consolidate more than one person’s claims, or otherwise preside over any form of a representative, consolidated or class proceeding, against Vala. This waiver applies to class arbitration, and, unless Vala agrees otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action, representative action, or private attorney general action). You understand and agree that by entering into these Terms you and Vala are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind. Notwithstanding the foregoing, per Section 21(e), this Section 21(d) shall be deemed deleted in the event that it is illegal or unenforceable under Applicable Law.
(e) Severability; Survival. If any clause within this Section (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Section, and the remainder of this Section will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Section will be unenforceable and the Dispute will be decided by a court. This Section shall survive the termination of your service with Vala or its affiliates.
22. TERM AND TERMINATION; MODIFICATIONS TO THE SERVICE. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in this Section 22. You agree that Vala, in its sole discretion, may suspend or terminate your use of the Service and may remove any data within the Service, for any reason, including, without limitation, if Vala, in its sole and absolute discretion, believes that: (i) you have violated these Terms or Applicable Laws; (ii) your use of the Service creates or may create a security, privacy, legal, regulatory, or operational risk to Vala, the Service, any User, or any third party; (iii) your account or credentials have been compromised or used without authorization; (iv) your use of the Service may subject Vala to liability or governmental inquiry; or (v) suspension or restriction is reasonably necessary to comply with legal process, a governmental request, or other applicable requirement. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service may be referred to appropriate law enforcement authorities. Vala may also in its sole discretion and at any time discontinue providing any or all Available Content or any other part of the Service, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms may be effected without prior notice, and acknowledge and agree that Vala may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to your account or the Service. You should retain copies of any data or input provided to or used in connection with the Service so that you have permanent copies in the event your access to the Service is terminated or the Service is modified in such a way that you lose access to data you made available to the Service. In the event that you have a paid subscription to the Service and Vala terminates your access to the Service for any reason other than your breach of these Terms of Use, then Vala will refund you the prorated portion of any subscription fees which you have paid but not yet used. Except for the foregoing limited circumstance, you agree that Vala will not be liable to you or any third party for any termination of your access to the Service or any change to the Service. Upon termination of your access to the Service, Vala may delete, retain, or otherwise handle information submitted through the Service in accordance with its then-current data retention practices, the Privacy Policy, any applicable agreement between you and Vala, and Applicable Laws. You are solely responsible for retaining or exporting any information or materials that you wish to preserve before your access to the Service ends.
Without limiting the foregoing, Vala may make available to you any updates, minor enhancements or performance optimizations, modifications, or bug fixes to the Service or applicable documentation (collectively, “Updates”). Your purchase of the Service is not contingent on the delivery of any future functionality or features or dependent on any oral or written public or private comments made by Vala regarding future functionality or features of the Service. By downloading any Vala mobile application, you agree that Vala may deliver Updates wirelessly over-the-air, which means you do not need to download a new version of the Service from a third-party applications store in order to receive such Updates. For the avoidance of doubt, any Updates introducing new features or significant changes, or additional paid content pursuant to Section 11 may require you to pay additional fees or accept additional terms and may be deployed through the applicable mobile application store or your device’s official update mechanism.
23. NOTICES. Except as otherwise stated in these Terms or as expressly required by law, any notice to us shall be given by certified postal mail to Vala, 53325 Avenida Madero, La Quinta, CA 92253, or by email to support@valaclaims.com. Any notice to you shall be given to the most current email address in your account.
24. ASSIGNMENT. These Terms are not assignable, transferable, or sublicensable by you except with Vala’s prior written consent, but may be assigned or transferred by us to any affiliate or subsidiary, or in connection with a merger, acquisition, reorganization, sale of Vala’s assets, or similar transaction.
25. GOVERNING LAW.
(a) These Terms shall be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. Notwithstanding the foregoing, any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the UN Convention on Contracts for the International Sale of Goods is expressly excluded.
(b) To the extent any dispute or proceeding arising out of or relating to these Terms or the Service is not subject to arbitration under Section 21, you consent to the personal jurisdiction of the state and federal courts located in Riverside County, California, and agree that such courts shall be the exclusive venue for any such dispute or proceeding. Notwithstanding the foregoing, Vala may seek injunctive or other equitable relief in any court of competent jurisdiction as necessary to prevent or restrain any actual or threatened infringement, misappropriation, unauthorized use, or violation of Vala’s intellectual property, proprietary rights, confidential information, or other rights.
26. FORCE MAJEURE. We are not responsible for delays, interruptions, or failures to perform our obligations under these Terms if they are caused by events beyond our reasonable control (“Force Majeure”). Force Majeure events may include, for example: natural disasters, fire, flood, war, terrorism, civil unrest, strikes or labor disputes, epidemics or pandemics, power or internet outages, failures of hosting or telecommunications infrastructure, government actions, embargoes, or other events that we could not reasonably foresee or prevent. During a Force Majeure event, our obligations (and, where applicable, your obligations that depend on our performance) are suspended for the duration of the event to the extent affected. We will make reasonable efforts to mitigate the impact and restore the service as soon as practicable.
If a Force Majeure event continues for a substantial period and materially prevents the provision of the Platform or a purchased Service, either party may terminate the affected part of the service relationship with reasonable notice. This does not affect payment obligations already incurred for services already delivered, unless mandatory law provides otherwise.
27. ADDITIONAL TERMS. The Service is controlled and operated from the United States. Those who access or use the Service from other jurisdictions do so at their own risk and are solely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. The headings used in these Terms of Use are included for convenience only and will not limit or otherwise affect these Terms. If any provision of these Terms is held by any court or administrative body of competent jurisdiction to be invalid, illegal, or unenforceable in any respect under any Applicable Law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect the validity of the remaining provisions herein, or the validity of all provisions in another jurisdiction. No joint venture, partnership, employment, or agency relationship exists between you and Vala as a result of these Terms or your use of the Service. Vala’s performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of Vala’s right to comply with law enforcement requests or requirements relating to your use of the Service or information provided to or gathered by Vala with respect to such use. These Terms constitute the entire agreement between you and Vala with respect to the Service and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Vala with respect to the Service. The intellectual property rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms. These Terms are solely for the benefit of you and Vala and their respective permitted successors and assigns. No veteran, claimant, dependent, caregiver, beneficiary, client, or other person whose information may be submitted to, processed by, or otherwise involved in connection with the Service is intended to be, or shall be deemed to be, a third-party beneficiary of these Terms.