UNIVERSAL TERMS AND CONDITIONS

LAST UPDATED: AUGUST 27, 2024

This Agreement contains general terms and conditions (the “Terms”) that govern your use of our products (e.g. ice cream, flavors, recipes, ingredients, marketing materials) and services (e.g. the website www.VuduIceCream.com, and content we or consumers post on our social media channels, etc.) (collectively, the “Goods”).

Turns out Mother Earth makes the best ice cream. Vudu is committed to empowering all to enjoy delicious ice cream, without the fear of stomach pain or a mad-cow guilt. That is why Vudu offers the world’s first – good tasting – vegan ice cream. Now that you can eat ice cream without guilt or fear, how will you Vudu?

To help you enjoy our Goods, the following Terms apply. By engaging with, touching, sampling, tasting, salivating over, liking, clicking, licking, or in any way consuming or using our Goods (each activity being “Use”) you acknowledge, covenant, and agree to be bound by the then applicable, future-version of these Terms, that may be modified from time to time by Vudu, even after you stop Using our Goods.  

To meet the dynamic regulatory landscape that may or may not affect any of the Goods, and protect us and you, you agree and we reserve the right to modify these Terms at any time, effective upon posting of the modified Terms to the following URL: (www.VuduIceCream.com). In any event, we may revise or modify these Terms, any offering of Goods, or any content on any of our Goods, at any time without notice, but we will notify you of the change on the Terms by adjusting the date referenced above. Again, by Using any one of the Goods, you are agreeing to be bound by the then applicable, future-version of these Terms, including at the time you may bring a claim against us or raise a dispute between us. These Terms also govern your use of our social media channels, including Discord, Facebook, X, LinkedIn, TikTok, Snap-Chat, and Instagram, etc.. All visitors or users of one of the Goods, including those seeking or receiving experiences with one of the Goods, regardless of whether such users are transacting business, by using the Goods agree to follow and be bound by these Terms. These Terms govern and control over all agreements entered between us and anyone else and are incorporated by reference into any contract signed between us and you or operated under between us and you as a user, a vendor, a brand, or a customer. Therefore, the Terms also govern all use of, entry to, or receipt of services or goods from us and by Using any of one of the Goods you agree the Terms are incorporated into each agreement you enter with us as if set forth fully therein and that it may be modified from time to time by us. You agree that the future-version of the Terms will apply in the event of a claim, loss, dispute, event, damage, or injury (a “Claim”). In the event of conflict between these Terms and any related agreement between you and us, these Terms govern and control, unless and only if such mutually executed subsequent agreement expressly identifies these Terms, and explicitly includes the following phrase as a separate section in the agreement: “General Terms Overridden. Both parties agree a Section of the Terms are replaced herewith as follows:”, and only then when such agreement identifies which sections of these Terms are to be replaced.

If you do not accept or wish to agree to these Terms, you should not Use or Visit the Goods. Accordingly, you acknowledge, covenant, and agree that by Using any of our Goods, you are bound by the foregoing and following Terms:

1.     Accounts/Data Ownership. WE DO NOT MANAGE ANY NETWORKS THAT RETAIN DATA AND, WE DO NOT HANDLE ANY OF YOUR OR YOUR PERSONAL OR CONFIDENTIAL INFORMATION. IF WE DO END UP MANAGING A VUDU SYSTEM OR PLATFORM (A “NETWORK”) ANY USERNAME YOU SELECT FOR USE ON A NETWORK WILL BE ASSOCIATED WITH A TELEPHONE NUMBER OF AND/OR EMAIL ADDRESS OF YOUR CHOOSING AND WE WILL CONSIDER THIS INFORMATION PUBLIC AND DEEM IT “PUBLICLY AVAILABLE INFORMATION” THAT CAN BE SHARED WITH OTHERS IN THE ECOSYSTEM TO ENHANCE THE NETWORK. IF YOU CHOOSE TO USE A THIRD-PARTY LOGIN (E.G. APPLE, GOOGLE OR OTHER LOGIN), WE WILL NOT HAVE ANY INFORMATION ABOUT YOU EXCEPT FOR THE NUMBER OR EMAIL YOU SHARE WITH US WHICH WE WILL VIEW AS PUBLICLY AVAILABLE INFORMATION. IF YOU WISH THIS INFORMATION TO REMAIN PRIVATE OR PROTECTED DO NOT SHARE IT WITH US. WE DO NOT COLLECT ADDRESSES, NAMES, OR ANY OTHER PERSONALLY IDENTIFIABLE INFORMATION. WE DO NOT PROVIDE SERVICES TO END CONSUMERS, BUT RATHER ARE A BUSINESS-TO-BUSINESS ICE CREAM SUPPLIER. EVEN IF YOU ORDER DIRECTLY FROM US, ALL PAYMENT INFORMATION WILL BE HANDLED BY A THIRD-PARTY PLATFORM WHO WILL PROCCESS YOUR DATA OUTSIDE OUR VISIBILITY OR CONTROL (E.G. STRIPE, SQUARE, ETC.). IF YOU DO NOT WANT AN EMAIL OR TELEPHONE NUMBER INFORMATION SHARED IN A NETWORK, THEN DO NOT USE THAT NETWORK. IF YOU WISH YOUR TELEPHONE NUMBER OR EMAIL TO REMAIN PRIVATE OR CONFIDENTIAL, OR DO NOT WANT THAT INFORMATION TO BE TREATED AS PUBLICLY AVAILABLE INFORMATION ABOUT YOU IN THE NETWORK, DO NOT GIVE IT TO US AND DO NOT USE THE NETWORK. AGAIN, WE RESERVE THE RIGHT TO SHARE ALL PUBLICLY AVAILABLE INFORMATION WITH OTHERS WITHIN THE NETWORKS. IF YOU GIVE US YOUR EMAIL OR YOUR TELEPHONE NUMBER, YOU ACKNOWLEDGE AND AGREE THAT ITS PUBLICLY AVAILABLE DATA, NOT PERSONALLY IDENTIFIABLE INFORMATION, AND NOT PROTECTED BY ANY REGULATIONS, LAWS, RULES, OR DUTIES OF CONFIDENTIALITY OR PRIVACY. YOU EXPRESSLY AGREE TO WAIVE ANY CONSUMER OR PRIVACY RIGHTS OR PROTECTIONS FOR THIS PUBLICLY AVAILABLE INFORMATION AND ACKNOWLEDGE AND AGREE THAT WE HAVE NO WAY OF ASSOCIATING THAT PUBLICLY AVAILABLE INFORMATION WITH YOU UNLESS YOU EXPRESSLY CHOOSE TO HAVE IT ASSOCIATED WITH YOU. IF YOU CONSIDER YOUR CURRENT EMAIL OR TELEPHONE NUMBER PRIVATE, THEN CREATE AND PROVIDE A NEW NUMBER OR EMAIL TO BECOME A MEMBER OF A NETWORK. BY USING THE NETWORK YOU EXPRESSLY REPRESENT THAT YOU WISH THE NUMBER OR EMAIL YOU PROVIDE TO BECOME PUBLICLY AVAILABLE INFORMATION AND DO NOT WISH THAT EMAIL OR PHONE NUMBER TO REMAIN PRIVATE BUT RATHER WANT IT TO BE PUBLICLY AVAIABLE, SEARCHABLE BY US, OTHER USERS, PARTNERS, VENDORS, AND THE BRAND ASSOCIATED WITH THE NETWORK.

2.     Payment Processing. You agree to use our authorized payment methods and/or payment portal, as directed by us from time to time. Such portal is controlled by a third party, and may contain additional terms and conditions, and may either receive payment via wire, or other method. You agree to be responsible for convenience, credit card, administrative, handling or other third-party processing fees. In no event will the terms and conditions of your payment portal, platform, bank, financer, or provider, be imposed on us, as the terms herein govern and control. If you are a “Brand” promoting our Goods or “Vendor” selling our Goods, we may accommodate requests to use a third-party payment system or payment facilitation software provided that the requesting party agrees to be responsible for any fees or charges imposed by such third-party payment system or payment facilitation software (a “Payment Portal”). Our accommodation of your platform or portal, use of or affixing of a signature to any such Payment Portal, or other terms and conditions introduced by you or a vendor related to a vendor’s, or your third party’s software, statement of work, invoice, purchase order, Payment Portal, or similar instrument, does not constitute an agreement or modify the existing agreement with us.

3.     Payment Card Data. When purchasing Goods, we may permit you to pay with a credit card or other form of electronic currency. All such payments will be handled by a third-party payment platform (e.g. Stripe or Square) of our choosing which may change from time to time. We will not have visibility to or access the payee’s name, telephone number, address, or electronic payment card information. Please note if you do purchase something from us, it has no redeemable cash value. Therefore, except for refunds which may be permitted from time to time, you cannot exchange something you buy from us back into cash or another form of currency, and they have no redeemable value outside one of the Goods.

4.     Brands. Some of our Goods may be promoted by celebrities or others endorsing our Goods as optimal for their professional or sport based activities (each a “Brand”). If you buy any service from us for use on a Goods because of a Brand, you acknowledge that we do not control the content of the Brand or their actions and that we are not a joint-venture or partner with them, but rather that the Brand is simply endorsing our Goods.

5.     Our Intellectual Property. You covenant and agree we have secret formulae, ingredients, and recipes. You agree not to use our Goods, recipes, formulae, ingredients, designs, trademarks, services marks, name, likeness, image, trade secrets, or the registered or unregistered names of our Goods (each a form of “IP”), or those of the Brands with which we do business without a separate written, license agreement that expressly grants you a non-exclusive, revocable license, to use our IP. You agree not to reverse engineer, sample to compete with, or figure out the recipe and formulae of our Goods. If we discover that you are stealing, misappropriating, reverse engineering, or in any way using any or our IP or the IP of a third party without permission, we reserve the right to take immediate action and you agree to remove the IP and the Goods from your possession, to stop selling the IP and the Goods, and to defend and hold us harmless for, from and against claims brough by us against you, immediately following written notice from us. You also covenant and agree that we if suspect foul play, reverse engineering, espionage, or any other form of bath faith efforts impacting or misappropriating our IP or Goods, that we can promptly obtain a temporary restraining order and a preliminary injunction (collectively,  “Injunction(s)”), without bond, to prevent the bad faith activities, or other unlawful acts or misappropriation of our IP, and you agree to pay our attorneys’ fees to secure the Injunction(s). You understand that by us sharing our amazing ice cream with you, we are trusting you, and you agree that we have taken measures to protect the recipe and formulae of the ice cream, and the proportions of their ingredients, to preserve them as trade secrets, including with non-disclosure agreements between us and our suppliers, vendors, and distributors.

6.     Limitation of Liability. YOU AGREE THAT WE HAVE NO LIABILITY AND ARE NOT RESPONSIBLE FOR THE ACTIONS OR INACTIONS OF ANY THIRD-PARTY. ADDITIONALLY, LIKE ANY ORGANIZATION, WE ARE MADE UP OF HUMANS. WHILE WE WILL TAKE MEASURES TO PROTECT AGAINST HUMAN ERROR, AS GOES THE SAYING, “TO ERROR IS HUMAN AND TO FORGIVE IS DIVINE”. AS SUCH, YOU SIMILARLY ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR THE UNAUTHORIZED, ABERRANT, OR IMPROPER ACTIONS OF OUR EMPLOYEES THAT VIOLATE OUR RULES, CODES, POLICIES, OR DIRECTIONS. WE ARE NOT LIABLE TO YOU OR YOUR CUSTOMERS OR ANY THIRD PARTY OR OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUE, LOST PROFITS, DAMAGE TO EQUIPMENT, LOSS OF TECHNOLOGY, LOSS OF DATA, NON-DELIVERIES, OR IN ANY WAY RELATED TO THE NETWORK, SERVICES OR ANY ASPECT OF YOUR EXPERIENCE OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.  IN NO EVENT WILL ANY AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT UNDER ANY THEORY OF LIABILITY EXCEED THE AMOUNT PAID BY YOU DIRECTLY TO US FOR THE GOODS FOR THE GOODS WHICH YOU CLAIM CAUSED INJURY OR DID NOT MEET YOUR EXPECTATIONS.  THESE LIMITATIONS SHALL APPLY DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.  THE PROVISIONS OF THIS SECTION SHALL NOT APPLY TO INDEMNITY OBLIGATIONS OR BE INTERPRETED TO REDUCE COMPENSATION WHICH IS OTHERWISE DUE TO US.

7.     Indemnification.  YOU ALSO AGREE AND COVENANT TO DEFEND, INDEMNIFY AND HOLD US HARMLESS, INCLUDING OUR DIRECTORS, OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, AFFILIATES AND CUSTOMERS (COLLECTIVELY WITH US, THE “COVERED ENTITIES”) FOR, FROM AND AGAINST ANY AND ALL COSTS, EXPENSES, DAMAGES, LOSSES AND/OR LIABILITIES (INCLUDING ATTORNEY FEES) (COLLECTIVELY, “COSTS”) ARISING FROM OR RELATED TO CLAIMS MADE BY OR AGAINST ANY OF THE COVERED ENTITIES ALLEGING YOUR: (I) INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS; (II) DAMAGE CAUSED BY OR RELATED TO YOUR ACTS OR OMISSIONS, INCLUDING ANY VIOLATION OF OUR OR ANY BRAND’S TERMS (INCLUDING GENERAL TERMS); (III) ANY DAMAGE, INTERFERENCE, OR DESTRUCTION YOU OR SOMEONE YOU HAVE A RELATIONSHIP WITH CAUSES TO THE NETWORK OR TO ANOTHER USER FROM YOUR ACTS OR OMISSIONS; (IV) ANY DAMAGE OR PERSONAL INJURY TO YOU ARISING OUT OF YOUR ACTIVITIES ON A NETWORK; (V) ANY DAMAGE ARISING FROM OR RELATED TO THE YOUR SYSTEMS OR EQUIPMENT; OR (VI) ANY WARRANTIES PROVIDED BY OR THROUGH YOU TO ANY THIRD PARTIES REGARDING THE NETWORKS (COLLECTIVELY, THE “COVERED CLAIMS”).  IN THE EVENT OF A COVERED CLAIM, THE COVERED ENTITY MAY SELECT ITS OWN COUNSEL TO PARTICIPATE IN THE DEFENSE OF SUCH CLAIM.  YOU WILL NOT SETTLE A COVERED CLAIM IN A MANNER THAT IMPOSES LIABILITY OR OBLIGATION UPON A COVERED ENTITY.

8.     All Purchases Final/No Refunds/ No Cash Value. If you elect to purchase a product or a service on a Goods, it has no cash value, and is not redeemable for cash, and while it may be replaced in our discretion, the sale is final, it is not refundable, and has no cash value.

9.     Limited License. We grant you a limited, revocable license to use the IP related to the Goods, subject to your compliance with these Terms. The license is only to market the Goods for sale at your Location or the end consumer location of your customers. You agree to use the Goods only for lawful purposes and to comply with all local, state, and federal laws, statutes, rules, and regulations, and that you are responsible for all permits, and regulatory obligations on you for selling our Goods.

10.  Social Media Policy. We may communicate through available social media channels, including Twitter, LinkedIn, Facebook, Snapchat and Instagram, etc. Each of these platforms has its own usage and privacy policies. We reserve the right to remove content that is illegal, unlawful, violates the rights of others, contains abusive, vulgar, pornographic, obscene, racist or harassment charged comments, or is inconsistent with our overall culture or purpose. We will also remove content containing personal attacks and suspend any users from the Goods that violate these Terms. All posted content may be subject to review by us or one of our agents. Our moderating of comments will typically occur during normal business hours but may not occur until we are apprised.

11.  Digital Content. You acknowledge that we, or our licensors, own and hold all intellectual property and proprietary rights, title, and interest in the Goods and that your use of the same does not transfer any rights to you. Unauthorized use of our video, written, or otherwise visual, copyrightable or marketing materials (“Content”) may violate applicable copyright, intellectual property, and other laws (some of which provide criminal remedies). You may not sell or modify the Content or reproduce, display, distribute, share, transfer, copy, or create derivative works from any Content on the Goods. Unless otherwise indicated by us, all intellectual property rights and any content provided in connection with the Goods, are the property of Brands or our licensors or suppliers and are protected by applicable intellectual property laws. We do not give any implied license for the use of the contents of the Goods or the Brand’s websites or platforms. You may not sell or modify materials derived or created from the Content Goods or reproduce, display, publicly perform, distribute or otherwise use the materials in any way for any public or commercial purpose. Your use of such materials on any other website or on a file-sharing or similar service for any purpose is strictly prohibited. You may not copy any material or Content derived or created from the Goods without our or the applicable Brand’s express, written permission. Any rights not expressly granted herein to use the materials contained on or through the Site or the Services are reserved by us or the applicable Brand in full.

12.  Third Party Services and Content. In ordering or using the Goods, you may receive our Goods from a third party (an “Authorized Distributor”). We do not control, endorse or adopt any messaging from an Authorized Distributor, Brand or Third Party and have no responsibility for Third Party Content, including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable in your jurisdiction. In addition, your dealings or correspondence with such third parties are solely between you and the third party. We are not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings and your use of Third Party Content is at your own risk.

13.  Feedback-Review Property. Any of your questions, comments, or suggestions for improvements regarding the Goods that you email, post, or otherwise transmit to us (your "Communications") will become our property. You hereby relinquish and assign to us the worldwide royalty-free right and title to run, use, re-use, implement, copy, display, and create derivative works from those Communications for any purpose, including any ideas, concepts, know-how, or techniques contained in your Communications.

14.  Mediation of Disputes. In the event of a dispute between us, you agree to mediate such dispute with us before filing a lawsuit. We will identify three (3) mediators in Nevada, and you will select your preferred mediator from the three (3) mediators we identify, in the location, venue, and jurisdiction we identify within the United States, without regard to the conflict of law principles of the applicable location. If you fail to mediate or follow the mediation process we can seek immediate dismissal of any claim filed, and be awarded attorneys’ fees, and you covenant and agree that you forego attorneys’ fees, even if you win.

15.  Waiver of Class Action Rights and/or Claims. You agree that to the extent you have or believe that you have any claims against us relating to your use or our provision of the Goods or content, you will bring those claims in your individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Unless we both agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative class proceeding.

16.  Choice of Law and Choice of Forum. We are a Nevada entity. Any claim, action, or proceeding arising out of these Terms or your use of this Goods or Content shall be governed by and construed in accordance with the laws of the United States and the State of Nevada, without regard to principles of conflict of laws. Any claim, action, or proceeding related to the Terms or your use of the Goods will be resolved exclusively in the state or federal courts located in the State of Nevada, and you consent to the jurisdiction of those courts.

17.  Entire Agreement. These Terms constitute a legal agreement between you and We and govern your use of the Goods and completely replace and supersede any prior agreements between you and We, whether written or oral, in relation to the Goods.

18.  Severability. If any provision of these Terms, the Delivery Agreement or an Order Form is determined to be unlawful, void, or unenforceable for any reason by a proper legal authority, then that provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision, and the remainder of these Terms shall continue in effect.

19.  Miscellaneous Terms. Headings in this Agreement are for reference purposes only and in no way define, limit, or describe the scope or extent of a Section or in any way affect this Agreement.  The word “including” shall be read as “including without limitation.”  No provision of this Agreement shall be construed against or interpreted to the disadvantage of any party by reason of such party having or being deemed to have drafted such provision. In the event any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be reformed and enforced to the maximum extent permissible under applicable law, and the other provisions of this Agreement will remain in full force and effect.

20.  Potential Modification. You agree we may modify these Terms from time to time to ensure universal application to clients, and you herewith agree to be bound by the future-version of the Terms in existence at the time you bring a Claim or desire to resolve a dispute with us, via mediation.

Turns out Mother Nature Makes the Best Vegan Ice Cream.

We hope you enjoy it as we do.

VUDU.