- Relationship of the Parties
The Parties’ relationship under these TOS is that of independent contractors. Nothing in these TOS shall constitute or create any employment, partnership, association, joint venture, agency, or fiduciary relationship between the Parties. Neither Party shall have the authority to bind or
obligate the other Party in any way. - Notices
Notices to You shall be effective on the date sent to Your registered electronic mail address when sent by email or, at Valley Electric/Valley Communications Communication’s option, three (3) days following the date deposited in regular United States Mail, postage prepaid, and addressed to Your current address on Your Account. You are responsible for notifying Valley Electric/Valley Communications of any changes in Your contact information or address through Your Account settings page or by contacting customer service at (775) 727-5312.
Written notice to Valley Electric/Valley Communications shall be effective when directed to Valley Electric/Valley Communications’ Legal Department and received at Valley Electric/Valley Communications’ then-current address as posted on Valley Electric/Valley Communications
Website, available here. Your notice must specify Your name, Account information, and security verification question and answer. All notices from You to Valley Electric/Valley Communications must be made in writing. - Force Majeure
Excluding either Party’s payment obligations under the Agreement, neither Party shall be responsible or liable for any failure to perform or delay in performing to the extent resulting from any event or circumstance that is beyond that Party’s reasonable control, including without limitation any act of God; national emergency; riot; war; terrorism; governmental act or direction; Laws; breach, delay, act, or omission of any supplier, carrier, contractor, subcontractor, or business partner; failure, outage, or unavailability of third party network(s) or system(s); fiber, cable, or wire cut; power outage or reduction; rebellion; revolution; insurrection; criminal acts of third parties, earthquake; storm; hurricane; flood, fire, or other natural disaster; or strike or labor disturbance (each a “Force Majeure”). In the event that a Force Majeure prevents a Party’s performance for more than 45 consecutive days, either Party may terminate the particular agreement document(s) impacted. - Third Party Beneficiaries
Nothing in these TOS, express or implied, is intended to or shall confer upon any person or entity other than the Parties themselves any right, benefit, claim, or remedy as a third party beneficiary or by any other nature whatsoever under or by reason of these TOS. - Choice of Law
These TOS and Your use of the Plan Services shall be governed by and construed under the laws of the State of California and the United States without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these TOS or Your sign up or use of the Plan Services. - Dispute Resolution and Optional Arbitration
In the event of any dispute, claim, question, or disagreement between You and Valley Electric/Valley Communications (“Dispute”), You and Valley Electric/Valley Communications shall first use reasonable best efforts to settle the dispute, claim, question, or disagreement. To this end,
You and an authorized member of Valley Electric/Valley Communications’ legal department (or other representative of Valley Electric/Valley Communications designated by the legal department) shall consult and negotiate with each other in good faith and, recognizing their mutual
interests, attempt to reach a just and equitable solution satisfactory to both parties. Neither You nor Valley Electric/Valley Communications shall file or pursue any Disputes in any court, administrative, arbitral, or other adjudicative body prior to engaging in such consultations and negotiations. Notwithstanding the adjudication requirement above, for any Disputes involving ten thousand dollars ($10,000) or less, either party may choose to resolve such Dispute through binding, non-appearance-based arbitration (i.e., arbitration conducted online, through written filings, and/or via teleconference). Such arbitration shall be conducted through an established alternative dispute resolution provider mutually agreed upon by the parties, and any judgment rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision shall be final and legally binding. In the event of any litigation (including arbitration) between You and Valley Electric/Valley Communications, the non-prevailing party shall reimburse the prevailing party for all reasonable and documented attorneys’ fees, costs, and expenses relating to the Dispute. Some jurisdictions may place limits on governing law, venue, and/or dispute resolution provisions, so certain of the foregoing requirements in this section may not apply to You. - Venue
You agree that any Disputes shall be adjudicated in the state and federal courts of the State of Nevada, United States. Venue for any Disputes shall be the court of proper jurisdiction in the City Las Vegas and the County of Clark. You agree to submit to the exclusive jurisdiction of such courts with respect to any Disputes and agree not to bring any Disputes in any other court or adjudicative body. You hereby consent to venue and personal jurisdiction in such courts with respect to such Disputes and irrevocably waive any right that You may have to assert that such forum is not convenient or that any such court lacks jurisdiction. - Equitable Relief
You agree that any breach of Valley Electric/Valley Communications’ IP Rights will cause Valley Electric/Valley Communications irreparable harm for which monetary damages will be inadequate and Valley Electric/Valley Communications may, in addition to other remedies available at Law or in equity, obtain injunctive relief without the necessity of posting a bond or other security, proof of damages, or similar requirement. - Class Action Waiver
Any actions, lawsuits, or shall be conducted solely on an individual basis and the Parties expressly waive any right to bring any action, lawsuit, or proceeding as a class or collective action, private attorney general action, or in any other proceeding in which any party acts or proposes to act in a representative capacity. - Consumer Notice
The Division of Consumer Complaint Resolution (NRS 703.025, 704.210) is a division within the Commission to receive and investigate complaints made against any public utility, to conduct appropriate investigations of practices of utility company services and to perform such other functions as are required by law or as the Commission deems appropriate. If you reside in Northern Nevada, the Division can be reached by mail at:
1150 E.William Street
Carson City, NV,By telephone, (775) 684-6100 or by email.If you reside in Southern Nevada,the Division can be reached by mail at:
9075 W. Diablo Drive, Suite 250
Las Vegas, NV 89148By telephone at (702) 486-2600 or by email.
- No Waiver
In no event shall any failure or delay by Valley Electric/Valley Communications to:
(i) assert or exercise any right;
(ii) demand fulfillment or performance of any obligation; or
(iii) avail itself of any remedy under these TOS, in whole or in part, be deemed a waiver of any right or remedy under these TOS on suchoccasion or any other occasion. Except as otherwise expressly stated in these TOS or an agreement document duly executed by both Valley Electric/Valley Communications and You, all rights and remedies stated in these TOS are cumulative and in addition to any other rights and remedies available under these TOS, any agreement document, at Law, or in equity. - Interpretation
These TOS, including the documents incorporated herein, constitutes the entire agreement between You and Valley Electric/Valley Communications with respect to the Plan Services and supersedes all prior or contemporaneous understandings regarding such subject matter. If any part of these TOS is held invalid or unenforceable, that portion shall be construed to reflect the parties’ original intent, and the remaining portions shall remain in full force and effect. The failure of Valley Electric/Valley Communications to exercise or enforce any right or provision of these TOS shall not constitute a waiver of such right or any other provision. The section titles in these TOS are for convenience only and have no legal or contractual effect. This electronic document and any other electronic documents, policies, and guidelines incorporated herein will be:
(i) deemed for all purposes to be a “writing” or “in writing,” and to comply with all statutory, contractual, and other legal requirements for a writing;
(ii) legally enforceable as a signed writing as against the parties subject to the electronic documents; and
(iii) deemed an “original” when printed from electronic records established and maintained in the ordinary course of business.Electronic documents introduced as evidence in any judicial, arbitration, mediation, or administrative proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained. Assignment Either party may assign these TOS and any of its rights and obligations hereunder with the other party’s prior written consent (which such consent shall not be unreasonably withheld), except that Valley Electric/Valley Communications may, without notice, assign the TOS and all of Valley Electric/Valley Communications’ rights and obligations hereunder to:
(i) an affiliate; or
(ii) Valley Electric/Valley Communications’ successor or surviving entity in connection with a merger, acquisition, consolidation, sale of all or substantially all of its assets, or the transfer or disposition of more than 50% of a Valley Electric/Valley - Communications’ voting control or assets
Any purported transfer or assignment in violation of this section is void. Subject to the foregoing, these TOS shall be binding on and inure to the benefit of the parties, their successors, permitted assigns, and legal representatives. - Severability
If any provision or portion of the Agreement is determined to be invalid, unlawful, illegal, void, or unenforceable, in whole or in part, then (i) that provision or portion shall be construed in such a manner as to render the provision or portion enforceable and, to the extent possible, to reflect the Parties’ original intent and (ii) the remaining provisions and portions of the Agreement shall remain in full force and effect. - Survival
The following provisions of these TOS will survive termination or expiration of these TOS for the maximum term allowed by Law:
(i) Your payment obligations;
(ii) terms relating to intellectual property ownership, customer representations, confidentiality, storage of user information, publicity rights, non-disparagement, indemnification, warranty disclaimers, limitations of liability, dispute resolution and arbitration, and choice of law; and
(iii) all provisions that are intended by their nature to survive termination of this agreement.
General Terms


