TERMS & CONDITIONS

Your code must be entered at checkout and cannot be applied retroactively to past purchases. The code can only be used once per customer.  

The offer terms are subject to change at any time without prior notice. Other restrictions may apply. The offer is only valid during the promotional period (as outlined in the email you received).

These Terms and Conditions govern your use of, and any purchase from, the VRAI Site, and constitute an agreement between you and VRAI. VRAI reserves the right to change or modify any of these Terms and Conditions or any policy or guideline of the Site at any time, and in its sole discretion. Any change or modification will be effective immediately upon posting of the revisions on the Site. Your continued use of the Site following the posting of its changes or modifications will constitute your acceptance of such changes or modifications. Therefore, you should frequently review these Terms and Conditions and any other applicable policies from time-to-time to understand the terms and conditions that apply to your use of the Site. If you do not agree to the amended terms, you must stop using the Site.

The Site and all content and other materials, including, without limitation, the VRAI logo, and all designs, text, icons, graphics, logos, images, pictures, selection, coordination, 'look and feel', information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the "Site Materials") are the proprietary property of VRAI or its affiliates, licensors or users and are protected by United States and international trade dress, copyright laws, patent and trademark laws, and various other intellectual property rights and unfair competition laws. Copyright in the documents and material on the VRAI Site is owned by or licensed to VRAI. You are authorized to use this material only for personal, non-commercial purposes. You may download, print, and store copies of this material for your own personal, non-commercial use. Nothing contained on the VRAI Site should be construed as granting, by implication or otherwise, any license or right to use any trademark or service mark displayed on the VRAI Site without the written permission of VRAI or any third party that may own such trademarks or service marks.

VRAI, the VRAI logos, and any other product or service name or slogan contained in our Site are trademarks of VRAI and/or its licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of VRAI or the applicable trademark holder. You may not use any metatags or any other "hidden text" utilizing "VRAI" or any other name, trademark or product or service name of VRAI without our prior written permission. All other trademarks, registered trademarks, product names and VRAI names or logos mentioned in our Site are the property of their respective owners.

You are granted a personal, limited, non-sublicensable license to access and use our Site and electronically copy, (except where prohibited without a license) and print to hard copy portions of our Site Materials for your informational, non-commercial and personal use only. Such license is subject to these Terms and Conditions and does not include: (a) any resale or commercial use of our Site or the Site Materials therein; (b) the collection and use of any product listings, pictures or descriptions for commercial purposes; (c) the distribution, public performance or public display of any Site Materials, (d) modifying or otherwise making any derivative uses of our Site and the Site Materials, or any portion thereof; (e) use of any automated means to access, monitor or interact with any portion of our Site, including through data mining, robots, spiders, scraping, or similar data gathering or extraction methods; (f) downloading (other than the page caching) of any portion of our Site, the Site Materials or any information contained therein, except as expressly permitted on our Site; (g) cause to appear any pop-up, pop-under, exit windows, expanding buttons, banners, advertisement, or anything else which minimizes, covers, or frames or inhibits the full display of our Site; (h) use our web sites in any way which interferes with the normal operation of our sites; or (i) any use of our Site or the Site Materials other than for its intended purpose. Any use of our Site or the Site Materials other than as specifically authorized herein, without the prior written permission of VRAI, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms and Conditions shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. This license is revocable at any time.

On occasion, you may be able to place a product in your shopping cart and submit your order for processing, but your order is subsequently cancelled due to unavailability of product. You acknowledge that products may sell quickly and there may be a short period of time after an order has been submitted, but where the product is no longer available. You agree that we may cancel your order after you have received an Order Confirmation without penalty.  

On very rare occasions, you may receive a Shipping Confirmation from us, but the product is no longer available in our or our third party fulfillment provider's inventory. You agree that we may rescind our acceptance and cancel your order without penalty if we are unable to ship the product you ordered due to unavailability.  

If you're interested in a piece of jewelry that is currently on back order, email us and we can tell you when the item will be back in stock. Sometimes with the volume of orders we receive, an item may go out of stock before we are able to post a notification on the Site. If this happens, we will contact you directly to discuss possible options.

In rare circumstances, data, including prices, may be inaccurately displayed on our Site due to system or typographical errors. While we make every attempt to avoid these errors, they may occur. Inadvertent errors or inaccurate advertised prices are not binding on VRAI, and may be adjusted by VRAI at any time. VRAI reserves the right to correct any and all errors when they do occur. If an order is placed with a lower product's listed price than the actual price, VRAI will, at its discretion, either advise the customer before shipping the product or cancel the order and notify the customer of such cancellation. Our prices are also subject to change without notice. VRAI apologizes for any inconvenience that this may cause. If you have any questions, please do not hesitate to contact one of our diamond and jewelry experts at help@vrai.com.  

  
All prices for the European Union countries are listed in EUR and inclusive the applicable statutory value added tax (VAT) rate. For the United Kingdom, prices are listed in Pounds Sterling and inclusive the applicable statutory value added tax (VAT) rate.  

For Switzerland and Norway prices are listed in EUR, for Canada prices are listed in Canadian Dollar, for Australia prices are listed in Australian Dollar. In the checkout, prior to placing a binding purchase, you can see the total price including all fees, taxes and shipping.  

We do not negotiate prices on our products and all our prices are final.

We accept PayPal and credit card payments. In some countries we offer invoice payments, direct debit and direct bank transfer options through our payment provider Klarna.  

  
After you have selected your jewelry and provided shipping information, you will see a prompt for your payment details, such as your credit card information and any promotional codes or gift cards you may have. By entering your payment information and submitting your order, you authorize us and our third party payment processors to charge the amount of the order to your selected payment method.

When you access or use the VRAI website or your personalized VRAI account, you are solely responsible for maintaining the confidentiality of your account and for restricting access to your computer. You are further responsible for all activities that occur under your personal account and your password. If you are under the age of 18 years old, you may use vrai.com only under the guidance and direction of a parent or guardian. Please note that VRAI reserves the right, in its sole discretion, to refuse service, terminate accounts, remove or edit content or cancel orders.  

In the case where a customer files a chargeback, VRAI has the right to recover its direct and indirect costs, and cancel any promotional items, free shipping, or other benefits, as determined in VRAI's sole and absolute discretion.

Please review our shipping policy here

Title for goods purchased passes from VRAI to the purchaser's designee at the time that goods are delivered to the designee.

To ensure the security of your purchase, all VRAI orders are fully insured and registered for their full value. Deliveries require an adult signature and must be sent to a physical residential or business address. We are unable to ship to P.O. Boxes.

Please review our return and exchange policy here.

VRAI reserves the right to cancel products or services to any customer for any reason at any time. The customer's sole remedy in such cases will be the full refund of any funds that we have collected in reference to the canceled products and/or services.

EU/EEA shoppers have a statutory right to withdraw from eligible online purchases within 14 days from the day the order is delivered. This is separate from VRAI’s standard 30-day return window from delivery. The statutory right of withdrawal does not apply to goods that are made to the consumer's specifications or are clearly personalized. Accordingly, the right of withdrawal does not apply to:  

• Custom-designed jewelry;
• Personalized or engraved jewelry;  
• Rings that have been resized or otherwise modified at the customer's request;  
• Engagement rings and other jewelry pieces manufactured to accommodate a diamond selected or configured by the customer, where the item is produced specifically for that order.  

These items are manufactured according to the customer's specifications and cannot be returned under the statutory right of withdrawal.  

To submit a withdrawal request, use our Withdraw from contract form. You can also contact help@vrai.com for withdrawal submissions.

When you order a loose diamond, VRAI will ship it to you with the accompanying diamond grading report (also called a diamond certificate). These grading reports are detailed documents created by diamond grading experts at highly-respected diamond laboratories. These diamond grading reports are extremely expensive to replace and as a result of this, VRAI requires each diamond grading report to be included with each returned diamond. If you do not include the diamond grading report with your return, you will be charged a replacement fee of $150 USD (or equivalent amount in other currencies).

We do not allow comparison purchasing. Comparison purchasing is the act of buying several items with the intent of keeping the one you like best and returning the remainder. This causes undue restocking and inventory overhead and can be very costly. To confirm the quality of a jewelry item, please contact one of our diamond and jewelry experts at help@vrai.com, and we would be happy to help you make your choice.

VRAI is committed to providing current and accurate information on our web sites, email, chat, and telephone communications. We do not, however, warrant that this information is always correct, accurate or complete.   

Information that we communicate is not a binding contract, and should not be treated as such. The sole remedy of a customer acting on incorrect information is to request a cancellation of the order placed as a result of this incorrect information. If an order has been shipped, the customer agrees to either return the product for full credit or pay the difference between the actual and charged prices. Please review our Return Policies.  

Products may appear on the VRAI website larger or smaller than their actual size. Given the variation in computer monitor settings, color and size may vary slightly when viewing product photography. In compliance with industry standards and FTC regulations, carat total weight may vary 0.05 carats from stated weight. For diamond jewelry set with multiple diamonds, we provide the minimum total carat weight for the piece. Color and clarity grades are expressed as either a minimum or an average depending on the number of diamonds. If stated as a minimum, all diamonds within the piece are at or above the stated quality. If expressed as an average, collectively the quality is equal to or exceeds the grade stated.  

VRAI retains the full unrestricted rights to all jewelry designs, whether custom or standard, and may choose to market or sell jewelry based on such designs.  

All representations including representations regarding gemstone origin, recycled content of precious metals, and estate information, are provided to the best of VRAI's knowledge and without guarantee or warranty of any kind.

Please review our Privacy Policy, which also governs your visit to this site and for information on how VRAI collects, uses and discloses personally identifiable information from its customers. VRAI does reserve the right to cooperate with legitimate governmental requests, subpoenas or court orders, to protect VRAI's systems and customers, or to ensure the integrity and operation of VRAI's business and systems, and as such, VRAI may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e. name, e-mail address, etc.), IP addressing and traffic information, usage history, and posted User Content (as defined herein). VRAI's right to disclose any such information shall govern over any terms of VRAI's Privacy Policy.

In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable law, VRAI has the sole discretion to terminate and bar specific website users or VRAI account holders who under appropriate circumstances are determined to be repeat infringers. VRAI further reserves the right to limit access to this website and/or terminate the account of any users whom VRAI reasonably suspects to have infringed any intellectual property rights of others, whether or not there is any repeat infringement.

VRAI may provide links to Web pages and content of third parties ('Third Party Content') as a service to those interested in this information. VRAI does not monitor or have any control over any Third Party Content or third party Sites. VRAI does not endorse any Third Party Content and can make no guarantee as to its accuracy or completeness. VRAI does not represent or warrant the accuracy of any information contained therein, and undertakes no responsibility to update or review any Third Party Content. Users use these links and Third Party Content contained therein at their own risk.

VRAI may run advertisements and promotions from third parties on our website. These advertisements and promotions are conducted under the direction of the third party and VRAI is not responsible or liable for any loss, damage or liability incurred by you as a result of any dealings with the third party provider or resulting from the presence of these unaffiliated third parties on our website. Any business transactions, correspondence with, participation in the promotions of, advertisers other than VRAI and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party.

You acknowledge and agree that any feedback or submissions, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, regarding this site, VRAI, or the VRAI products or services that are provided by you to VRAI in any form are non-confidential and upon submission, shall become the sole property of VRAI. VRAI shall own exclusive rights, including all intellectual property rights to said feedback and submissions, and shall be entitled to the unrestricted use and dissemination of the feedback and submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You grant VRAI and its affiliates and sublicensees the right to use the name that you submit in connection with such content, if they so choose. You represent and warrant that (a) you own and control all of the rights to the content that you submit, or that you otherwise have the right to submit such content to this site; (b) the content is accurate and not misleading; and (c) use and posting of the content you supply will not and does not violate any rights of or cause injury to any person or entity.

At times, VRAI may reach out to social media users to seek their permission to feature our favorite content on our Site, social channels, or in promotional materials. VRAI may request permission from you to use your social media User Content consisting of photos, text, graphics, audio, video, comments and other materials from social media sites, in connection with VRAI's business, product features, marketing, promotional, advertising and other consumer-related activities.  

When you respond to a request for permission to use your social media User Content, you are granting VRAI and its related agents, licensees, sublicensees, contractors, successors, legal representatives, assigns, and third-party service providers, and their respective retail partners, marketing or public relations agencies, and other affiliates (the "Licensed Parties") a worldwide, perpetual, irrevocable, royalty-free, fully-paid, non-exclusive, transferable, sublicensable right to use your social media User Content in any manner to be determined in the Licensed Parties' sole discretion, including but not limited to on webpages and social media pages operated by the Licensed Parties, in promotional e-mails and advertisements, and in any and all other marketing, promotional and advertising initiatives, and in any media now or hereafter known. The Licensed Parties may use, display, reproduce, distribute, transmit, create derivative works from, combine with other materials, alter and/or edit your social media User Content in any manner in their sole discretion, with no obligation to you whatsoever.  

You are also granting the Licensed Parties the right to use your username, real name, image, likeness, descriptions of you, location or other identifying information, including but not limited to your voice, in connection with any use of your social media User Content.  

You are also agreeing, representing and warranting that (i) you are solely responsible for your social media User Content, (ii) you own all rights in and to your social media User Content and/or have obtained appropriate rights and permissions from any and all other persons and/or entities who own, manage or otherwise claim any rights with respect to such social medial User Content, (iii) you are not a minor, (iv) the Licensed Parties' use of your social media User Content as described herein will not violate the rights, including but not limited to copyright, trademark, patent, trade secret, privacy, publicity, moral, proprietary or other rights, of any third party, or any law, rule or regulation, and (v) the social media User Content is not libelous, defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, or offensive or otherwise unlawful.  

Please note that the social media User Content that you submit is deemed non-confidential and the Licensed Parties have no obligation to maintain the confidentiality of any information, in whatever form, contained in any submission, except pursuant to the Licensed Parties' respective privacy policies. By using this Site, you are consenting to the Licensed Parties' collection of any personal information you provide for the Licensed Parties' use and disclosure in connection with the use of your social media User Content as described herein. Your personal information may also be transferred to servers located outside the country in which you live or to third parties in other countries so that we may process personal information on the Licensed Parties behalf. By providing the Licensed Parties with personal information, you agree to the foregoing collection, use, disclosure, transfer and processing of your information in accordance with the terms of these Terms and Conditions, the VRAI Privacy Policy and applicable data protection laws and regulations.  

The Licensed Parties reserve the right to remove any social media User Content from the Site. If you believe any content, including social media User Content, residing on the Site infringes any person's or entity's copyright rights, please contact VRAI.

VRAI's website and social media accounts include or may include in the future a product review feature, discussion forums, user generated content, or other areas or services in which you or a third party has the opportunity to create, post, or store content, messages, materials or other items on our website or social media accounts ("Interactive Areas"). You shall be solely responsible for your use of such Interactive Areas. By using any Interactive Areas, you agree not to post, upload to, transmit, distribute, store, create or otherwise publish through our website any of the following: (a) Any message, data, information, text, music, sound, photos, video, graphics, code or other material ("User Content") that is or would reasonably be considered to be unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable; (b) User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or that would otherwise create liability or violate any local, state, national or international law, statute or regulation, including, but not limited to, the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange or the NASDAQ; (c) User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party; (d) User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity; (e) Unsolicited promotions, political campaigning, advertising or solicitations; (f) Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; (g) Viruses, corrupted data or other harmful, disruptive or destructive files; and (h) User Content that, in the sole judgment of VRAI, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or our website, or which may expose VRAI or its users to any harm or liability of any type.  

If you post User Content to our website, email User Content to VRAI, and/or provide VRAI permission to use, repost, or otherwise share User Content you have created or shared on social media, you grant VRAI a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media. You further grant VRAI and sublicensees the right to use the name that you submit in connection with such content, if they choose to do so. You represent and warrant that (a) you own and control all of the rights to the User Content or you otherwise have the right to such User Content; (b) the User Content is accurate and not misleading; and (c) use and posting of the User Content you supply does not violate these Terms and Conditions and will not violate any rights of or cause injury to any person or entity.  

VRAI disclaims any responsibility and assumes no liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor shall VRAI be liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter as a result of said User Content posted. Your use of the VRAI Interactive Areas is at your own risk. VRAI is not liable for any statements, representations or User Content provided by its users in any public forum, personal home page or other Interactive Area. Additionally, VRAI reserves the right, and has absolute discretion, to remove, screen or edit any User Content posted or stored on our website at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on our website at your sole cost and expense.  

Any use of the Interactive Areas or other portions of the VRAI website in violation of the foregoing paragraph violates these Terms and Conditions and may result in termination or suspension of your rights to use the Interactive Areas and/or our website.

VRAI is passionate about cultivating a more transparent, sustainable, and compassionate jewelry industry. VRAI is committed to taking actions to help safeguard against modern slavery in its operations and supply chain.

VRAI evaluates the business operations and sourcing practices of Suppliers prior to engaging with them in an effort to better understand the risks of modern slavery in that Supplier's operations. This evaluation includes an assessment of Supplier-provided data of their sourcing practices and business operations, as well as a review of other information available to and requested by VRAI.  

At VRAI, we solely use diamonds directly from our own foundry, Diamond Foundry. All Diamond Foundry created diamonds are grown in America subject to the laws of the United States of America.  

Diamond Foundry's Supplier Code of Conduct ("Code") sets forth VRAI's risk-based approach to identifying risks of non-compliance with our standards, which include prohibitions against the use of modern slavery, as well as the management systems in place to monitor Supplier compliance with the Code.  

We own our own polishing workshops but at times may utilize additional capacity from third-party polishers. All polishing operations are required to demonstrate a robust chain of custody protocol for our diamonds supplied to them, including the ability to track and keep our diamonds segregated from diamonds from other sources. For the avoidance of doubt, we require that all polishing takes place in facilities 100% dedicated to our business.

Suppliers undergo assessments that include the evaluation of modern slavery risks in their supply chain. Our Suppliers may be subject to in-person, announced assessments by VRAI or announced third-party audits.

Suppliers are expected to provide written acknowledgement of compliance with our Supplier Code of Conduct, which includes our expectations regarding human rights issues including the prohibition of modern slavery in our supply chain. The Code includes expectations regarding Suppliers' policies and practices to safeguard against modern slavery in their operations.

VRAI employees are expected to abide by policies in our Employee Handbook, which include prohibitions against the use of modern slavery. These documents also outline the Company's other human rights standards, and procedures for reporting any alleged violations of VRAI policies. Violation of these guidelines can result in disciplinary action, up to and including termination of employment. If a Supplier is unable to meet our requirements as specified in the Code or we have reason to believe that a Supplier is not meeting said requirements, we would implement a corrective action plan and terminate the Supplier if warranted.

VRAI's standards and policies are regularly communicated to employees, including during their onboarding orientation. Employees with roles and responsibilities related to supply chain management also receive specific training related to our supply chain policies and procedures, including vendor evaluation procedures to mitigate human rights risks.  

VRAI has established a Vendor Compliance Team to review current industry standards, and conduct due diligence of our supply chain, including mitigating risks associated with human rights. In addition, we partner with third-party firms to develop a deeper understanding of relevant trends and risks in our supply chain.

This site, the content contained therein and the products provided in connection therewith (the "products") are provided on an 'as is' and 'as available' basis. VRAI makes no representations or warranties of any kind, whether express or implied, as to the operation of this site or the information, content, materials or products included on it. You expressly agree that your use of this site is at your sole risk, by your own free will, and that you are solely responsible for any consequences arising from this use. without limiting the foregoing, VRAI disclaims all warranties, whether expressed or implied, including, but not limited to, implied warranties of merchantability and/or fitness for a particular purpose, title, and non-infringement as to the information, content, and materials on the site. VRAI, does not warrant that this site, its servers, or its electronic communication are accurate, reliable, complete, current or free of viruses or other harmful components.

In no event shall VRAI, its directors, members, employees, affiliates, or agents or any other party involved in creating, producing, or delivering the VRAI products be liable to you or any third party for damages of any kind arising from the use of this site, including, but not limited to direct, indirect, incidental, special, punitive and consequential damages or other damages of any kind, including but not limited to loss of use, loss of profits, or loss of data, whether in contract, tort, or otherwise, including negligence, arising out of or in any way connected with or resulting from the use of our site, the products, the services or the content contained in or accessed through the VRAI site, or that results from the reliance by user on any information obtained from VRAI, including any error or omission regarding listed diamond origin, any mistakes, omissions, interruptions, deletion of files or emails, errors, defects, viruses, delays in operation or transmission or any failure of performance of the VRAI site, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to VRAI's programs or services, even if VRAI is expressly advised of the possibility of such damages, or even if the loss, damage or expense was caused by VRAI, its directors, members, employees, affiliates or agents. in no event shall VRAI's liability be greater than the price you paid for the product or service that is the basis for the claim.  

Some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. It is your responsibility to check local laws for any restrictions or limitations regarding the exclusions of implied warranties.

You agree to defend, indemnify, and hold harmless VRAI, its independent contractors, service providers and consultants, and its parents, affiliates, and related entities and their respective directors, officers, employees, and agents from and against all claims, losses, damages, liabilities, expenses and costs (including without limitation reasonable attorneys' fees and court costs), arising out of or relating to your breach of these Conditions or your access to or use of the VRAI Site or inability to use the Site, including without limitation any actual or threatened suit, demand or claim made against VRAI and/or its independent contractors, service providers, employees, directors or consultants, arising out of or relating to the Content, your conduct, your violation of these Terms and Conditions or your violation of the rights of any third party.

Notwithstanding any of these Conditions, VRAI reserves the right, without notice and in its sole discretion, to terminate your license to use this site, and to block or prevent future your access to and use of the Site.

These Conditions contain the entire understanding of you and VRAI with respect to the subject matter hereof and supersedes all prior agreements and understandings between you and VRAI with respect to the subject matter hereof. The failure of VRAI at any time to enforce any of the provisions of these Conditions will not be deemed or construed to be a waiver of any such provisions, or in any way to affect the right of VRAI to thereafter enforce each and every provision of these Conditions. No waiver by VRAI of any breach of any provision of these Conditions will be construed or deemed to be a waiver of any other subsequent breach. If any provision of these Conditions is declared invalid or otherwise determined to be unenforceable for any reason, such provision will be deemed to be severable from the remaining provisions of these Conditions, which will otherwise remain in full force and effect. Provisions concerning your rights and obligations which by the content of the provision operate after termination or which are necessary to enforce any right will survive any termination or expiration of these Conditions.

You agree that VRAI may modify these Terms and Conditions and any other policies on our Site at any time and that posting the modified Terms and Conditions or policies on our Site will constitute sufficient notice of such modification.

The Federal Arbitration Act (“FAA”) applies to this agreement to arbitrate (the “Agreement”). In particular, the FAA applies even if a choice of law principle would result in application of a different law.  No provision of this Agreement will be interpreted to preclude application of the FAA.  If a court nevertheless concludes for any reason that the FAA does not apply, then the laws of the State of California shall govern this Agreement and no effect shall be given to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any other state.  

  
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND IMPACTS THE WAY THAT YOU AND VRAI BRING CLAIMS AGAINST EACH OTHER AND HOW THOSE CLAIMS ARE DECIDED. THE FOLLOWING TERMS TO WHICH YOU ARE CONSENTING CONSIST OF A PRE-DISPUTE RESOLUTION PROCESS, BINDING ARBITRATION PROVISION, MASS ARBITRATION PROVISION, AND A CLASS ACTION AND JURY TRIAL WAIVER.  

  
To the fullest extent permitted by law, by using the Site, you and VRAI agree that if a dispute arises between you and VRAI relating in any way to the Site or your use thereof, including common law or statutory claims, the dispute will be resolved in accordance with the provisions set forth in this section. You and VRAI agree that any and all disputes or claims that have arisen or may arise between you and us in connection with the Site, including any products or services offered or sold on the Site and your use of the Site, shall be resolved exclusively through confidential, final, and binding arbitration; provided that either party may file suit in court seeking to enjoin infringement, misappropriation, or misuse of its intellectual property rights. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY.  

  
Opt-Out Procedure: You may elect to opt-out (exclude yourself) from the final, binding arbitration procedure, mass arbitration procedure, and waiver of class and representative proceedings specified in this Agreement by sending a written letter to VRAI at Vrai & Oro LLC, 322 East Grand Avenue, Ste 500, South San Francisco California 94080 (the “Notice Address”), within thirty (30) calendar days of your initial agreement to this Agreement. The letter must be signed personally by you or your legal guardian and specify: (1) your first and last name; (2) your mailing address; (3) your email address; and (4) your request to be excluded from the final, binding arbitration procedure and waiver of class and representative proceedings specified in this Section. In the event that you opt-out consistent with the procedures set forth above, all other terms of this Agreement shall continue to apply.  

Pre-Arbitration Dispute Resolution: You and VRAI agree that whenever you or VRAI have a disagreement (“Dispute”) with the other arising out of, connected to, or in any way related to the Site that is subject to the arbitration provision herein, you and VRAI will first send a written notice to the other party (a “Demand”). You and VRAI agree that VRAI requirements of this Dispute Resolution section will apply even to disagreements that may have arisen before you accepted this Agreement. You must send the Demand to the Notice Address. VRAI must send the Demand to you via certified mail to the most recent address VRAI has on file for you (or by email if VRAI only has an email address for you on file). A Demand (1) shall seek to resolve a Dispute only on an individual basis; (2) shall state the full basis for the Dispute (including the details about the Dispute sufficient for the recipient to review and respond) and the date that the Dispute arose; (3) shall provide the individual claimant’s full name, phone number, and email address to confirm their identity and to aid communication; and (4) shall be personally signed by the individual claimant or for VRAI by our authorized representative (and not only your or our counsel). Within twenty (20) business days of receipt of a Demand, the recipient may request an individualized video or telephone conference to attempt in good faith to resolve the Dispute which both you and VRAI will personally attend (with counsel, if represented). You and VRAI agree that you and VRAI will not take any legal action, including filing a lawsuit or demanding arbitration, until after the period to request a conference expires or, if a conference is requested, twenty (20) business days after the individualized conference is completed. Compliance with this informal dispute resolution procedure section is mandatory and a condition precedent to initiating any lawsuit or arbitration. This procedure is essential to providing each of us a meaningful opportunity to resolve Disputes informally. Any applicable limitations periods and filing fee deadlines will be tolled while the parties engage in the process set forth above. A court of competent jurisdiction may enjoin the filing or prosecution of a lawsuit or arbitration if these requirements have not been met.  

  
Arbitration Procedure: If the Dispute stated in the Demand is not resolved to your or VRAI’s satisfaction within ten (10) business days after the conference described above (or within ten (10) business days after the time when such a conference may be requested if no conference has been requested), and you or VRAI intend on taking legal action, you and VRAI agree that you will file a demand for arbitration with JAMS (a “Claim”). The arbitration will be conducted under JAMS’s Comprehensive Rules & Procedures, including the JAMS’s Consumer Rules (as applicable), as modified by this Agreement to Arbitrate. The JAMS’s rules and a form for initiating arbitration proceedings are available on the JAMS's website at:  https://www.jamsadr.com/rules- comprehensive-arbitration/ . The arbitrator’s award shall be confidential, final, and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Payment of all filing, administration, and arbitrator fees will be governed by JAMS’s rules. The arbitrator, and not any federal, state, provincial, territorial or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable, except that a court of competent jurisdiction may enjoin the filing or prosecution of an arbitration if the Pre-Arbitration Dispute Resolution requirements set forth above have not been met.  

  
The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, either you or VRAI may elect to have the arbitration conducted by telephone and/or video conference or based solely on written submissions, which election shall be binding on the other party subject to the arbitrator’s discretion to require an in-person hearing if the circumstances warrant. Attendance at an in-person hearing may be made by telephone and/or video conference, unless the arbitrator requires otherwise. The arbitrator will decide the substance of all Claims in accordance with the laws of the State of California, including recognized principles of equity, and will honor all Claims of privilege recognized by law.  

  
Mass Arbitrations: If, at any time, 25 or more claimants (including you) submit Demands or Claims or seek to file demands for arbitration raising similar claims against VRAI, and such circumstances meet the definition and criteria of mass arbitrations (“Mass Arbitrations”) set forth in JAMS Mass Arbitration Procedures and Guidelines (“JAMS Mass Arbitration Procedures”) available at https://www.jamsadr.com/mass-arbitration-procedures , you and VRAI agree that the JAMS Mass Arbitration Procedures in effect at the time such Claim is filed shall apply to your Claim as modified below. You agree that throughout this process, the parties’ counsels shall meet and confer to discuss modifications to these procedures based on the particular needs of the Mass Arbitration. You acknowledge and agree that your election to participate in a Mass Arbitration may result in a delay in the adjudication of your dispute with us.  Any applicable limitations periods and filing fee deadlines will be tolled while the parties engage in the process set forth below.  

  
Stage One: Counsel for the claimants and VRAI’s counsel shall each select 15 Claims per side (30 Claims total) to be filed and to proceed in individual arbitrations as part of a staged process. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining Claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those Claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this initial set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining Claims with a retired federal or state court judge and VRAI will pay the mediator’s fee.  

  
Stage Two: If the remaining Claims are not resolved at this time, counsel for the claimants and VRAI’s counsel shall each select 20 Claims per side (40 Claims total) to be filed and to proceed in individual arbitrations as part of a second staged process, subject to any procedural changes the parties agreed to in writing. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining Claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those Claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this second set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining Claims with a retired federal or state court judge and VRAI will pay the mediator’s fee.  

  
If your Claim is not resolved as part of the staged process identified above, either:  

  
Option One: You and VRAI may separately or by agreement, opt out of arbitration and elect to have your Claim heard in court consistent with these Terms. You may opt out of arbitration by sending VRAI your individual, personally signed notice of your intention to opt out by certified mail addressed to the Notice Address. Such an opt-out notice must include a statement, personally signed by you, that you wish to opt out of arbitration within 30 days after the conclusion of Stage Two or the elective mediation associated with Stage Two. VRAI may opt your Claim out of arbitration by sending an individual, personally signed notice of our intention to opt out to your counsel within 14 days after the expiration of your 30-day opt out period. Counsels for the parties
may agree to adjust these deadlines.  

OR  

Option Two: If neither you nor VRAI elect to have your Claim heard in court consistent with Option One, then you and VRAI agree that your Claim will be resolved as part of continuing, staged individual arbitration proceedings as set forth below. Assuming the number of remaining Claims exceeds 100, then 100 Claims shall be randomly selected (or selected through a process agreed to by counsels for the parties) to be filed and to proceed in individual arbitrations as part of a staged process. If the number of remaining Claims is fewer than 100, then all of those Claims will be filed and proceed in individual arbitrations. Any remaining Claims will not be filed or be deemed filed in arbitration, nor will any arbitration fees be assessed in connection with those Claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After each set of 100 Claims are adjudicated, settled, withdrawn, or otherwise resolved, this process shall repeat consistent with these parameters. Counsels for the parties are encouraged to meet and confer, participate in mediation, and engage with each other and with JAMS (including through a Process Arbitrator, as such term is used in the JAMS Mass Arbitration Procedures) to explore ways to streamline the adjudication of Claims, increase the number of Claims to proceed at any given time, promote efficiencies, conserve resources, and resolve the remaining Claims.  

  
A court of competent jurisdiction shall have the authority to enforce these Mass Arbitration provisions and, if necessary, to enjoin the mass filing, prosecution, or administration of arbitrations and the assessment of arbitration fees. If these additional procedures apply to your Claim, and a court of competent jurisdiction determines that they are not enforceable as to your Claim, then your Claim will proceed before JAMS pursuant to the JAMS Mass Arbitration Procedures without the modifications contained in these Terms. If a court of competent jurisdiction also determines that the JAMS Mass Arbitration Procedures and Guidelines are not enforceable as to your Claim, then your Claim will proceed in a court of competent jurisdiction on an individual basis (not a class or consolidated basis).  

  
You and VRAI agree that each party values the integrity and efficiency of arbitration and wishes to employ the process for the fair resolution of genuine and sincere disputes between the parties. You and VRAI acknowledge and agree to act in good faith to ensure the processes set forth herein are followed. The parties further agree that application of these Mass Arbitration procedures have been reasonably designed to result in an efficient and fair adjudication of such cases. If any part of this Mass Arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the JAMS Rules or JAMS Mass Arbitration Procedures, then the balance of this Mass Arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision was not contained herein unless the lack of such provision would lead this Mass Arbitration provision to fail of its essential purpose.  

  
CLASS ACTION WAIVER: You and VRAI agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and VRAI agree otherwise or the Mass Arbitration provisions set forth above are triggered, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). Any relief awarded cannot affect any other person or party. You and VRAI further agree that in the event this
arbitration agreement is held to be unenforceable for any reason, the prohibitions on class and representative actions and non-individualized relief set forth in this paragraph are severable and shall apply to any claim between you and us in any forum. YOU ARE GIVING UP THE RIGHT TO COMMENCE OR PARTICIPATE IN CLASS AND REPRESENTATIVE ACTIONS.  

  
JURY TRIAL WAIVER: If for any reason a Claim proceeds in court rather than in arbitration, you and VRAI each waive any right to a jury trial to the fullest extent permitted by law. This mean that any Claim would be decided by a judge, not a jury. 

In case of European cross border dispute, you can contact the "Online Dispute Resolution" platform of the European Union via this link.

If any provision of these Terms and Conditions shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions.  

*Terms and Conditions updated on December 5 2025.*