Comprehensive Terms of Use for The Virtual Mall of America, LLC
Effective Date: September 25, 2025 Contact: admin@thevirtualmallofamerica.comLast Revised: September 25, 2025
Welcome to The Virtual Mall of America, LLC (“Company”, “we”, “us”, or “our”). These Terms of Use (“Terms”, “Agreement”) are a legally binding agreement between you (“you”, “User”, including both end-users and Vendors) and The Virtual Mall of America, LLC, covering your access to and use of our website and digital platform (“Platform”), including all associated services and features.
By accessing, browsing, registering for, or using our Platform, you accept and agree to these Terms in their entirety. If you do not agree to all of these Terms, do not access or use our Platform.
Our objective is to establish an inclusive, accessible, family-friendly, and brand-safe digital environment for Vendors, shoppers, and immersive experience creators, while maintaining enterprise-level security, compliance, and intellectual property protection. We align with partners and standards established by enterprise leaders such as Microsoft and Unity and expect all Platform activities to reflect these values.
1.1. Eligibility. You must be at least 18 years old or at least the age of majority in your jurisdiction to enter into these Terms and to register an account or use the Platform, except where a higher age minimum is required by applicable law or by Policies for certain services. Individuals under 18 years require verifiable consent from a parent or legal guardian.
1.2. Age Verification and Compliance. We comply with the requirements of the U.S. Children’s Online Privacy Protection Act (COPPA), the General Data Protection Regulation (GDPR), and other applicable statutes. Registration for users under the age of thirteen (13) is not permitted. Accounts in violation of this restriction will be terminated without notice.
1.3. Account Registration. Providing accurate, current, and complete registration information is mandatory. You are responsible for maintaining the confidentiality of your account credentials and for any activities conducted through your account. You agree to notify us immediately of any unauthorized use of your account.
1.4. Jurisdictional Use. Access to the Platform may be limited in certain jurisdictions due to export laws, sanctions lists, or applicable local regulations. You are responsible for compliance with all applicable laws and regulations relating to your use of the Platform.
2.1. Exclusion of Cryptocurrency & Blockchain Technologies. No digital assets, cryptocurrencies, tokens, blockchain transactions, or NFTs are supported, accepted, or enabled on the Platform. We expressly prohibit listing, transacting in, integrating, or referencing any blockchain-enabled or digital asset features on our Platform. This includes:
No support for crypto or blockchain payments, including purchasing, selling, or trading digital assets or tokens.
No NFT minting, sale, display, or exchange.
No enabling of smart contract execution or wallet-based services.
2.2. Vendor and User Obligations. Vendors and Users may not link to, promote, or indirectly facilitate crypto or blockchain activity through the Platform (including via links, QR codes, APIs, or related messaging). Violation of this provision will result in account suspension or termination, in addition to any other remedies under these Terms.
2.3. Updates. Any future reconsideration of this policy will be posted as an explicit Terms amendment and will not be active without written notice and affirmative acceptance by affected Vendors and Users.
3.1. Vendor Obligations. Vendors are solely responsible for all content (text, images, video, branding, metadata) and products they list or distribute on the Platform. Vendors must adhere to the highest standards of accuracy, fairness, and decency. By listing items, Vendors represent and warrant that their content:
Is accurate, truthful, and not misleading;
Does not infringe any intellectual property, privacy, publicity or contractual right;
Complies with all laws, regulations, and these Terms;
Aligns with family-friendly and brand-safe values suitable for a diverse, global audience.
3.2. Brand Safety Practices. The Platform leverages both automated and human review, including but not limited to AI-powered content moderation and compliance-driven reviews, to monitor uploads, listings, user-generated content, and advertisements. Vendors agree to:
Not list or promote illegal, unsafe, violent, obscene, discriminatory, or otherwise harmful content or goods;
Refrain from content or conduct that can damage our reputation, partners, or Brand Safety requirements;
Submit to compliance checks, regular reviews, and promptly respond to takedown requests;
Cooperate in investigations regarding possible brand safety, intellectual property, or law violations.
3.3. Moderation and Removal. We reserve the right to remove, modify, or restrict access to any content that is deemed non-compliant, harmful, or violates these Terms, at our sole discretion and without notice. Serious or repeated violations may result in account suspension or termination.
3.4. Brand Collaboration. For joint campaigns, co-branded events, or Platform-based seasonal environments, all collaborative materials are subject to similar brand safety and family-friendly screening prior to activation or launch.
4.1. Inclusive Observance. We support a welcoming, culturally inclusive environment and acknowledge diverse religious, cultural, and seasonal observances. Platform content, environments, and events may highlight seasons or observances (e.g., Lunar New Year, Diwali, Hanukkah, Ramadan, Pride Month), but no single event may be promoted to the exclusion or detriment of others.
4.2. Vendor and User Participation. Vendors are permitted to create themed experiences or promotional events, provided they are conducted in an inclusive manner and do not promote prejudice, exclusion, or violence. All such events and content must adhere to the Platform’s brand safety standards.
4.3. Personal Observance Leave (Vendors/Employees). Vendors and direct employees may request accommodations or campaign deferments on a day of personal or cultural significance. Requests will not be questioned for legitimacy, but we may require advance notice to ensure operational continuity.
4.4. Restrictions and Enforcement. Content that disparages, mocks, or undermines any religious, cultural, or seasonal observance, or that appears non-inclusive, is prohibited. Breaches can result in takedown, temporary suspension, or permanent loss of Platform access.
5.1. Payment Terms. Transactions on the Platform are processed using trusted third-party payment processors. We accept only approved and compliant forms of payment. All prices, taxes, and fees are disclosed at checkout. The Platform does not allow payment, receipt, or settlement of funds via cryptocurrency or blockchain transactions.
5.2. Vendor Payouts and Revenue Protection. Vendor payouts are typically processed on a [biweekly/monthly] schedule, subject to verification of successful order fulfillment and lack of chargebacks, fraud, or disputes. We may withhold or delay payouts as necessary to investigate potential fraud, high chargeback rates, or regulatory compliance checks.
5.3. Escrow, Guarantees, and Chargebacks. At our discretion, we may utilize escrow arrangements or other payment protections to secure the interests of both buyers and sellers. In the event of disputes or payment failures, funds may be withheld pending investigation, or subject to offsets to cover losses or indemnification claims.
5.4. Payment Security and AML/KYC. Transactions are subject to security and anti-fraud checks, including but not limited to AML, KYC, address verification, two-factor authentication, and monitoring for suspected illicit activity. See Section 13 for full AML/KYC compliance requirements.
5.5. Withholding and Rights to Recover. We reserve the right to offset or deduct amounts from Vendor payouts to recover unpaid Platform fees, fines, damages, or penalties incurred due to breach of Terms or fraudulent conduct.
6.1. Overview. We strictly adhere to data privacy and protection regulations, including but not limited to GDPR, CCPA/CPRA, and LGPD, as well as applicable U.S., EU, and international data protection statutes. Our Privacy Policy is incorporated into these Terms by reference.
6.2. Data Subject Rights Notice. You have the right to know, access, amend, restrict, or delete certain personal data held by or processed through the Platform, subject to applicable law.
6.3. Data Use, Storage, and Security. Your data is stored on secure servers (with AES-256 encryption and/or TLS 1.3 in transit), processed only for lawful purposes such as providing our services, fulfilling transactions, and complying with legal obligations. We conduct regular data protection impact assessments and audits.
6.4. Third-Party Processors and Vendors. We require all third-party service providers, Vendors, and subprocessors to agree to contractual Privacy Addenda and to comply with applicable privacy laws. You must not use the Platform to process any sensitive personal data (including biometrics, minors’ data, or health data) unless required, and then only with explicit consent.
6.5. Do Not Sell, Opt-Out, and Automated Requests. We provide a “Do Not Sell My Personal Information” portal as required by the CCPA/CPRA, and support Global Privacy Control (GPC) signals. You may opt-out of data sales or targeted advertising at any time.
6.6. Cross-Border Transfers. Where data is transferred outside your jurisdiction, we rely on Privacy Shield, Standard Contractual Clauses, or other legally compliant mechanisms.
6.7. Data Breach Notification. If a personal data breach occurs, affected users and regulatory authorities will be notified as required by law and within statutory deadlines (typically within 72 hours for GDPR/CPRA).
7.1. Pre-Existing and Background IP. Each party retains all right, title, and interest in their own pre-existing intellectual property as of the effective date of any collaboration.
7.2. Joint Intellectual Property. Intellectual property jointly developed by The Virtual Mall of America, LLC and any Vendor, partner, or collaborator (“Joint IP”) shall be co-owned, unless otherwise agreed in writing. Each joint owner may use, license, or commercialize the Joint IP without accounting to or obtaining prior consent from the other, provided such use does not infringe the other party’s retained rights or violate any applicable law.
7.3. Further Assurances. Each party agrees to execute documents and do all things necessary to give effect to the intent of this section, including confirming co-ownership, executing filings, and cooperating in prosecution or enforcement.
7.4. Patent Strategy. Either party may propose to file patents or other registrations for Joint IP; the cost and benefits will be shared unless one party declines, in which case management of filings may be assumed by the other with appropriate documentation.
7.5. Assignment and Survival. If either party wishes to abandon or assign their co-ownership interest in Joint IP, they must provide reasonable written notice, and the other party shall have a right of first refusal to acquire such interest.
7.6. Exclusive Licenses and Royalties. Any exclusive license, assignment, or revenue-sharing arrangement arising from Joint IP will be subject to a separately negotiated agreement stipulating royalty rates, sublicensing rights, and any required minimum payments.
7.7. Dispute Resolution for Joint IP. Disputes arising under this section shall be subject to binding arbitration per the Dispute Resolution clause herein.
8.1. Mandatory Arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms, including breach, termination, enforcement, or interpretation, will be resolved exclusively by final, binding arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association (AAA), unless otherwise agreed to in writing or preempted by applicable law.
8.2. Exceptions. Either party may seek injunctive or equitable relief for misuse of intellectual property or violation of brand safety, or as otherwise permitted by law, in a court of competent jurisdiction.
8.3. Arbitration Forum. Unless otherwise agreed, arbitration will be conducted in Hennepin County, Minnesota, U.S.A, in English, before a single neutral arbitrator experienced in commercial law and technology matters. Parties waive the right to jury trial.
8.4. Procedures. The arbitrator shall issue a reasoned award in writing, and judgment upon the award rendered may be entered in any court with appropriate jurisdiction.
8.5. Class and Representative Actions. To the maximum extent permitted by law, all disputes must be brought solely in a party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Class arbitration, class actions, or representative actions are expressly prohibited.
8.6. Notice. To initiate a dispute, you must send a written Notice of Dispute to admin@thevirtualmallofamerica.com, describing the nature and basis of the claim. We may require an attempt at good-faith informal resolution prior to arbitration.
9.1. Successors and Assigns. These Terms shall bind and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, and administrators. No assignment by the User or Vendor is permitted without our prior written consent; any attempt to assign in violation is null and void.
9.2. Surviving Clauses. The following provisions survive termination or expiration of this Agreement (or any part thereof): intellectual property provisions, confidentiality, indemnity, limitation of liability, dispute resolution and arbitration, governing law, payment and revenue protection, Joint IP, and any provision which by its nature or context is intended to survive.
9.3. Royalties and Revenue Share. Obligations related to payment of royalties, residuals, or other ongoing financial remuneration for use of licensed or Joint IP will survive any expiration or termination for so long as such use continues, unless otherwise expressly agreed.
10.1. Enforcement Rights. We retain the right (but not the obligation) to monitor, investigate, and take any action we deem necessary to enforce these Terms, with or without prior notice, including but not limited to modification, suspension, or termination of access or removal of content.
10.2. Remedies. We may pursue all remedies available at law or equity, including injunctive relief, monetary damages, account closure, recovery of Platform funds, or reporting to proper authorities. Enforcement decisions are at our sole discretion.
10.3. Compliance with Governmental Orders. We will comply with lawful requests, subpoenas, or court orders from judicial, regulatory, or law enforcement authorities, including data production, account suspension, or other enforcement actions.
11.1. Digital Accessibility Commitment. We are committed to providing a fully accessible experience for all users. All Platform web content, applications, and vendor environments must conform to the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA as the minimum technical standard. This includes:
Text alternatives for non-text content;
Keyboard accessibility;
Adaptable and distinguishable design;
Sufficient color contrast and resizable text;
Accessible multimedia (captions, transcripts);
Navigability without vision or hearing.
11.2. Digital Inclusion and Accommodation. We provide alternative formats or reasonable accommodations, upon request, to individuals with disabilities in accordance with the Americans with Disabilities Act (ADA) and other applicable accessibility statutes.
11.3. Vendor Accessibility Requirements. Vendors are responsible for ensuring their own shops and environments also conform to WCAG 2.1 AA, and meet or exceed all applicable requirements for accessible commerce and user experience.
11.4. Reporting Inaccessibility. Users or vendors can report accessibility issues to admin@thevirtualmallofamerica.com. We will investigate and address reported concerns promptly.
12.1. General. We maintain strict anti-money laundering (AML) and know-your-customer (KYC) standards in line with global regulatory frameworks, including the Bank Secrecy Act, 6th EU Anti-Money Laundering Directive (6AMLD), and Financial Action Task Force (FATF) guidelines, even if not directly subject to financial regulation.
12.2. AML/KYC Measures. All Vendors, high-volume users, and certain customers must complete identity and beneficial ownership verification prior to transacting or receiving payouts. At a minimum, this includes:
Full legal name, current address, valid government ID, and taxpayer/business identification number;
Ongoing monitoring for suspicious activity and risk assessment;
Enhanced due diligence and regular recertification for high-volume accounts;
Sanctions screening and continuous transaction monitoring.
12.3. Third-Party Payment Processors. While direct financial transaction AML/KYC is primarily the responsibility of integrated payment processors, we require all Vendors and Users to comply fully with AML/KYC rules imposed by such processors and to implement good-faith fraud prevention practices.
12.4. Reporting Suspicious Activity. All parties must promptly report suspicious transactions, attempted fraud, or possible money laundering to compliance@thevirtualmallofamerica.com and cooperate with any related investigation.
12.5. Noncompliance. Violation of AML/KYC requirements may result in account suspension, termination, or notification to appropriate authorities.
13.1. Platform IP. All content (including but not limited to software, architecture, artwork, branding, graphics, audiovisual elements, text, layouts, and design) on the Platform, except User or Vendor-generated content, is owned or licensed by The Virtual Mall of America, LLC, and is protected by U.S. and international copyright, trademark, and other laws. All rights are reserved.
13.2. User Content License Grant. By submitting or posting content on the Platform, you grant The Virtual Mall of America, LLC a non-exclusive, worldwide, royalty-free, transferrable, sublicensable license to use, reproduce, display, perform, distribute, or otherwise exploit such content in connection with the operation and promotion of the Platform.
13.3. Vendor Marks and Content. Vendors retain ownership of their trademarks, products, and other proprietary content but grant The Virtual Mall of America, LLC a non-exclusive, royalty-free license for purposes of Platform display, operation, advertising, and promotion.
13.4. License Limitations. You may not use, copy, modify, create derivative works from, or otherwise exploit Platform intellectual property except as expressly permitted herein. All rights not expressly granted are reserved.
13.5. Infringement Notification. To report IP infringement, contact ip@thevirtualmallofamerica.com with details and supporting documentation.
14.1. Limitation of Liability. To the maximum extent permitted by law, The Virtual Mall of America, LLC, its affiliates, partners, directors, officers, employees, agents, licensors, or service providers will not be liable for any indirect, incidental, special, punitive, consequential damages, loss of profits, lost revenues, lost business opportunities, or loss of data arising out of or related to these Terms or your use (or inability to use) the Platform, however caused, even if foreseeable or based on contract, tort, strict liability, or otherwise. In no event shall our total liability for any claim exceed the greater of (a) fees paid by you to us in the 12 months preceding the event giving rise to the liability or (b) $500 USD.
14.2. Warranty Disclaimer. The Platform is provided “as is” and “as available.” We make no warranties (express or implied), representations, or guarantees as to merchantability, fitness for a particular purpose, non-infringement, or uninterrupted performance.
14.3. Indemnification. You agree to indemnify, defend, and hold harmless The Virtual Mall of America, LLC and its affiliates from any and all claims, losses, damages, expenses, liabilities, or costs (including attorneys’ fees) arising from your actual or alleged violation of these Terms, applicable law, or the rights of a third party.
15.1. Governing Law. These Terms and all matters relating to your use of the Platform shall be governed by and construed under the laws of the State of Minnesota, U.S.A., without regard to its conflict of law provisions.
15.2. Forum Selection. Except as otherwise provided in the Dispute Resolution section, you consent to the exclusive jurisdiction and venue in the state and federal courts located in Hennepin County, Minnesota, for any lawsuit, action, or proceeding arising out of or relating to these Terms or the Platform, to the extent permitted by law.
15.3. International Users. Accessing the Platform from territories where its content is illegal is prohibited. Users who choose to access the Platform from outside the U.S. do so at their own initiative and are responsible for compliance with local laws.
16.1. Minimum Age. Users must meet the required minimum ages stated in Section 1. Vendors may not list or sell age-restricted goods, services, or content to users under the legally required minimum.
16.2. Family-Friendly Platform Commitment. The Virtual Mall of America, LLC prohibits content, activities, products, or communications that are not suitable for a general or family audience. This includes, but is not limited to: adult content, illegal or unsafe items, hate speech, harassment, or promotion of violence.
16.3. Parental Consent and Supervision. Where minors are permitted access under applicable law, verifiable parental consent and ongoing adult supervision may be required, and additional restrictions may apply.
17.1. Right to Amend. We reserve the right to amend, update, or modify these Terms at any time, for any reason, at our sole discretion. Changes will become effective upon posting to the Platform and updating the “Last Revised” date. Your continued use of the Platform constitutes acceptance of the updated Terms.
17.2. User Notification. Material changes to these Terms will be communicated to Users via email (where provided) or prominent notice on the Platform, at least 7 days prior to effectiveness whenever feasible.
17.3. Vendor and Partner Notification. Vendors will receive direct notification of substantial amendments affecting transaction, revenue, brand safety, or compliance rules at least 14 days in advance, unless shorter notice is required by law or exigency.
17.4. Acceptance of Amendments. If you do not agree to any amendments, your sole remedy is to cease use of the Platform and terminate your account. Continued use after the effective date constitutes acceptance.
18.1. Entire Agreement. These Terms constitute the entire agreement between you and The Virtual Mall of America, LLC regarding your use of the Platform and supersede any prior or contemporaneous agreements, communications, or proposals. In the event of conflict between these Terms and any other agreements you may have with us, these Terms will prevail, unless otherwise stated in a written addendum signed by both parties.
18.2. Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full effect.
18.3. No Waiver. No waiver of any breach or default hereunder will be deemed a waiver of any preceding or subsequent breach or default.
18.4. Assignment. You may not assign or transfer these Terms or your rights or obligations without our prior written consent. We may, in our sole discretion, assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.
18.5. Notices. All notices or communications under these Terms must be in writing and sent to admin@thevirtualmallofamerica.com or as otherwise specified.
18.6. Force Majeure. We will not be liable for any failure or delay in our performance due to causes beyond our reasonable control, including strikes, power failures, internet interruptions, acts of civil or military authorities, natural disasters, or pandemics.
Questions, complaints, claims, or legal communications should be directed to:
The Virtual Mall of America, LLC Email: admin@thevirtualmallofamerica.com[Postal address may be added here if applicable for legal notices.]
By using the Platform, you acknowledge that you have read, understood, and agree to these Terms in full. If you do not agree with any part of these Terms, you must immediately discontinue use of the Platform.
This Terms of Use document is effective as of September 25, 2025 and is designed to meet or exceed industry, regulatory, and enterprise compliance standards for global digital platforms and marketplaces, with special emphasis on brand safety, AML/KYC, accessibility, seasonal inclusivity, intellectual property, and revenue protection. For further details, contact admin@thevirtualmallofamerica.com.
Effective Date: September 25, 2025
Operator: The Virtual Mall of America, LLC (“Company,” “we,” “us,” or “our”)
Contact: admin@thevirtualmallofamerica.com
Platforms Covered: The Virtual Mall of America and Ultra Mall of America (collectively, “Platform”)
By accessing or using the Platform in any capacity — including as a visitor, user, vendor, creator, sponsor, or partner — you agree to be bound by these Terms of Use (“Terms”). If you do not agree, you must not access or use the Platform.
The Platform is a family‑friendly, brand‑safe, and inclusive immersive environment designed for commerce, entertainment, and community engagement. These Terms govern all use of the Platform, including storefronts, events, interactive experiences, and partner integrations.
All content, branding, concepts, designs, and proprietary features of the Platform — including but not limited to The Virtual Mall of America name, logos, zone designs, onboarding flows, Phoenix Browser™, Infinity Shelf™, IVP, Make the Date™, and Indoor Seasons™ — are the exclusive property of The Virtual Mall of America, LLC.
Vendors and partners receive only a limited, revocable license to display approved content within the Platform.
No rights are granted to copy, modify, reverse‑engineer, sublicense, or create derivative works without prior written consent.
Joint Development: Any features, content, or intellectual property co‑created with vendors, partners, or collaborators default to the Company’s ownership unless otherwise agreed in a separate signed agreement.
Unauthorized use will result in immediate termination and potential legal action.
The Platform does not support or permit the use of virtual currencies, blockchain assets, or related technologies. This includes, without limitation:
Bitcoin, Ethereum, stablecoins, tokens, or altcoins
NFTs or other blockchain‑recorded assets
Crypto wallets, mining, staking, or smart contracts
Advertising, promotion, or facilitation of crypto or blockchain projects
Indirect value exchange: Any asset, credit, voucher, or point redeemable for virtual currency or blockchain assets is prohibited
All transactions must use approved, regulated payment methods (e.g., credit/debit cards, bank transfers, PayPal, Apple Pay). Vendors must comply fully with this policy or risk account termination.
Vendors, creators, and partners may not upload, display, promote, or distribute any content that contains, depicts, or promotes:
Illegal activity
Hate speech or discrimination
Sexually explicit material or sexualized depictions of minors
Graphic violence or gore
Harassment, bullying, or threats (including but not limited to verbal, visual, or interactive harassment)
Misinformation, scams, or impersonation
Unapproved financial products or services (including crypto)
Malware or malicious code
Political campaign materials without prior written approval
All storefronts, events, and experiences must be appropriate for general audiences and pre‑approved by the Company. The Company has sole discretion to determine what violates brand safety.
The Platform welcomes people from all walks of life and supports the right of individuals to celebrate personal, cultural, or community events in their own way.
The Platform itself will not transform its core environments to reflect or promote specific monthly, cultural, political, religious, or identity‑based observances — including, but not limited to, Pride Month in June.
This policy applies equally to all such observances.
The Company may, at its discretion, introduce limited seasonal accents for select broadly recognized holidays (e.g., U.S. Independence Day, Christmas) that are non‑intrusive and brand‑safe.
Halloween and other events with potentially unsettling imagery will not be reflected in shared spaces.
Users and vendors may celebrate within their own leased spaces or via approved applications (e.g., Make the Date™) in compliance with all policies.
All transactions tied to goods, services, or experiences within the Platform — whether completed on‑platform or off‑platform — are subject to these Terms and require Company approval.
Vendors are prohibited from diverting sales or encouraging unapproved off‑platform transactions.
The Company may withhold payouts in cases of suspected fraud, policy violations, or unresolved disputes.
Chargeback fees and penalties are the responsibility of the vendor.
Vendors must comply with all applicable anti‑money laundering (AML) and know‑your‑customer (KYC) requirements.
Vendors and partners must comply with all applicable data protection laws, including GDPR, CCPA, and future privacy regulations.
No collection of user data beyond what is necessary for the agreed service.
No sale, transfer, or unauthorized sharing of user data.
Reasonable security measures must be implemented to protect user information.
Breaches must be reported to the Company within 48 hours.
Company Commitment: The Company will implement reasonable administrative, technical, and physical safeguards to protect user data and will notify affected parties of any breach in accordance with applicable law.
The Company is committed to providing an accessible experience in line with applicable accessibility laws and guidelines (including WCAG standards where feasible). Vendors must ensure their content and experiences meet these standards. All users and vendors must comply with applicable export control laws, trade sanctions, and embargoes administered by the United States and other relevant jurisdictions.
All disputes between vendors/partners and the Company shall be resolved through binding arbitration in the Commonwealth of Pennsylvania, USA, under the rules of the American Arbitration Association (AAA).
Each party bears its own legal costs unless otherwise awarded by the arbitrator.
The Company’s determination on policy violations is final and binding.
The Company may suspend or terminate any account immediately if:
The user violates any core policy (including No Crypto, Brand Safety, or IP clauses)
The user engages in conduct that damages the brand, user trust, or partner relationships
The user fails to remedy a breach within 10 business days of written notice
In the event of acquisition, merger, or transfer of ownership of the Platform, all Terms — including royalty obligations, IP protections, and all other contractual obligations — remain binding on successors and assigns.
We may update these Terms at any time. Continued use of the Platform after updates constitutes acceptance.
For questions about these Terms, contact: admin@thevirtualmallofamerica.com
Update to Terms of Service for The Virtual Mall of America and Ultra Mall of America
This document constitutes the legally binding Terms of Service ("Terms" or "Agreement") for use of The Virtual Mall of America, LLC and the Ultra Mall of America platforms ("Platform") by all users, vendors, customers, and partners ("Users" or “You”). By accessing or using the Platform, You agree to be bound by all clauses herein. These Terms are updated to address previously identified gaps, ensuring full legal compliance and alignment with regulatory frameworks and enterprise expectations.
By accessing, browsing, or using the Platform, You agree to these Terms. The Platform reserves the right to periodically update or amend these Terms. Notice of updates will be provided via Platform notifications and/or email. Continued use after updates constitute acceptance of the revised Terms. If You do not agree to any part of the current or updated Terms, You must discontinue use of the Platform immediately.
Prohibited Usage: The Platform strictly prohibits use, integration, acceptance, facilitation, or support (whether as a payment method, technical infrastructure, or service) of cryptocurrencies, digital assets, tokens (fungible or non-fungible, including NFTs), blockchain-based transactions, or distributed ledger technologies, by any user, vendor, or third party on or in connection with the Platform unless expressly permitted in writing by authorized Platform representatives and only to the extent allowed by applicable law.
No Crypto Wallets or Exchanges: Users may not transact, promote, store, facilitate, or solicit cryptocurrency payments, wallets, or blockchain addresses on the Platform.
No Engagement With Crypto Vendors: The Platform will not be a party to or facilitate any contract, agreement, or transaction involving blockchain-based technologies or platforms.
Regulatory & Insurance Exclusion: The Platform disclaims all liability for any damages, losses, or claims related to prohibited blockchain or virtual currency activity, and Directors & Officers (D&O) policies expressly exclude such coverage.
Brand Protection: All vendors, partners, and users must comply with brand safety guidelines to preserve the integrity, safety, and inclusivity of the Platform. This includes, but is not limited to, refraining from:
Infringing the intellectual property, trademarks, copyrights, or image of The Virtual Mall of America, LLC, Ultra Mall of America, or any third party.
Engaging in fraudulent, deceptive, or unlawful activities of any nature.
Posting, selling, or promoting prohibited, offensive, vulgar, or unauthorized goods or services.
Misusing customer information for unsolicited communications or breach of privacy guidelines.
Code of Conduct: Vendors must act fairly, honestly, and respectfully towards customers, other vendors, and Platform personnel. Examples of prohibited behavior: price gouging, fake reviews, counterfeit goods, harassment, or circumvention of sales processes.
Compliance: Violation may result in suspension, delisting, legal action, or termination of your vendor account.
No Seasonal Favoritism: The Platform and all of its policies, promotions, and vendor practices must be seasonally neutral. No User or vendor shall be granted preferential access, pricing, or platform resources based on religious, cultural, or seasonal observances (e.g., Christmas, Hannukah, Ramadan, Lunar New Year, etc.).
Equal Opportunity: All promotions and campaigns must be inclusive and non-discriminatory, avoiding religious or cultural bias.
Policy Enforcement: Any attempt to influence Platform operations or customer experience based on seasonality will be addressed under enforcement procedures.
Secure Payment Processing: All payment transactions processed on the Platform must comply with the Payment Card Industry Data Security Standard (PCI DSS) version 4.0 or successive versions.
Mandatory Controls: This includes multi-factor authentication for CDE access, strong encryption of cardholder data at rest and in transit, regular vulnerability assessments, and strictly enforced least-privilege principles.
Third-Party Vendors: Vendors and service providers must provide current Attestation of Compliance (AOC) from a Qualified Security Assessor (QSA) upon request, and agree to audits as dictated by regulatory requirements.
Data Breach Procedures: In the event of a breach or suspected breach, immediate notification to Platform authorities and affected parties is mandatory.
Payment Method Limitations: Only authorized payment channels compliant with PCI DSS, AML, and KYC requirements may be used; cryptocurrency payments are strictly prohibited.
The Platform processes personal data as a controller and (where applicable) as a processor on behalf of vendors, subject to U.S. federal law and global data protection statutes (notably GDPR, CCPA, CPRA, and relevant state laws).
The Platform’s Data Protection Officer can be reached via the inquiry email posted on the Platform’s website.
Lawful Basis: All personal data is processed based on consent, contract necessity, legal obligation, or legitimate interest.
Data Minimization: Data is collected and processed strictly for specified, necessary purposes.
Transparency: Users will be informed about the types and purpose of personal data usage, and the legal grounds for processing.
User Rights: Users have the right to access, rectify, erase, restrict processing, object, and portability regarding their personal information.
Data Security: Data is protected by robust organizational and technical measures (including end-to-end encryption, access controls, and secure deletion and retention procedures).
Breach Notification: Security breaches will be promptly reported to supervisory authorities and affected users in accordance with legal standards.
Children's Data: Processing of personal data concerning children under 16 is prohibited without verified parental consent and age-appropriate privacy notices.
International Transfers: Data transfers outside designated protected areas will be executed only with adequate safeguards, such as Standard Contractual Clauses (SCCs).
Vendor Compliance: Vendors, partners, and service providers must maintain data privacy standards at least as stringent as Platform policy and are liable for breaches occasioned by their negligence or non-compliance.
Standard of Accessibility: The Platform, including all web content, mobile applications, and services, shall comply with the Americans with Disabilities Act (ADA), Section 508 of the Rehabilitation Act, and WCAG 2.1 Level AA (or any updated version) accessibility standards.
Vendor Responsibility: Vendors must ensure that their storefronts, content, and digital assets on the Platform meet the same accessibility requirements. This includes, but is not limited to, navigability for screen readers, proper alt text for images, captioning for audio/video, and logical site structure.
Remediation Procedure: Where non-compliance is discovered, vendors will be notified and required to remediate accessibility barriers. Failure to comply may result in suspension or removal from the Platform.
Accommodation: The Platform will provide reasonable accommodations to users upon request and at no additional cost to the user.
AML Compliance: All users, vendors, and associated financial transactions are subject to strict Anti-Money Laundering (AML) laws and regulations, including but not limited to, United States Bank Secrecy Act (BSA), the USA PATRIOT Act, FinCEN guidelines, and international regulatory frameworks as applicable.
KYC Obligations: Users and vendors must provide verifiable identification documents and undergo risk assessment before being permitted to transact or list on the Platform.
Ongoing Monitoring: The Platform will monitor all transactions and activities for suspicious patterns, employing automated and manual review procedures.
Cooperation & Termination: Users and vendors must fully cooperate with investigations into compliance breaches, and Platform reserves the right to terminate or suspend any account for non-compliance, suspected fraud, or failure to meet KYC/AML obligations.
General Principles: Where content, technology, or inventions are jointly developed by the Platform and any third party (including vendors, partners, or co-creators) during the course of collaboration, all resulting intellectual property will be considered jointly owned unless otherwise stipulated in a separate, signed agreement.
Joint IP Agreement: Each joint owner shall retain unrestricted, non-exclusive rights to use, license, sublicense, modify, and commercialize the joint IP worldwide, without accounting to or consent from the other, unless otherwise expressly agreed in writing.
Prosecution and Enforcement: Each party will promptly disclose any joint IP, maintain records according to Platform’s confidentiality policy, and share the costs and benefits of patent prosecution or enforcement as set out in the joint IP agreement.
Assignment: No party may unilaterally assign or transfer their rights in joint IP without the express written consent of the other, except as permitted under the successor and assignment section of these Terms.
Dispute Resolution: Any dispute regarding joint IP ownership, licensing, or exploitation shall be resolved via the binding arbitration provisions in these Terms.
Legal Forum and Method: Any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or services provided (including but not limited to breach, termination, enforcement, interpretation, or validity) shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules and, where applicable, its Consumer Arbitration Rules.
Waiver of Jury and Class Actions: You expressly waive the right to bring claims in court or to participate in class action litigation.
Arbitral Procedures:
The arbitration will be conducted in Santa Clara County, California, unless otherwise mutually agreed.
Each side will be responsible for its own costs and attorneys’ fees, with exceptions as provided by law or by the AAA Rules.
Judgments may be entered in any court with appropriate jurisdiction.
Interim Relief: Parties may seek interim or preliminary relief in any court of competent jurisdiction to protect rights or property pending arbitration.
Mediation Option: Before binding arbitration, parties are encouraged to attempt in good faith to resolve disputes through negotiation or non-binding mediation.
No Unapproved Assignments: No party may assign, transfer, delegate, or sublicense any rights or obligations under these Terms (including via merger, acquisition, change of control, or operation of law), in whole or in part, without the prior written consent of the Platform, except as expressly permitted by the Platform’s written policies or as required by law.
Permitted Successors: Notwithstanding the foregoing, the Platform reserves the right to assign its rights and obligations hereunder to an affiliate, parent, subsidiary, or acquirer of substantially all of its assets. Upon such permitted assignment, these Terms shall be binding upon and inure to the benefit of the successors and assigns of the parties.
Notice of Change: Users and vendors must promptly notify the Platform of any proposed change in control, merger, or assignment of interest.
Right of Enforcement: The Platform reserves the right to investigate, audit, enforce, and pursue any violation of these Terms by any User or vendor. This includes, but is not limited to, suspension, termination, removal of listings, reporting to law enforcement or regulatory bodies, and pursuit of civil or criminal remedies as permitted by applicable law.
Jurisdiction: These Terms shall be governed by and interpreted in accordance with the laws of the State of California, United States, without respect to conflict of law principles. Any claim not subject to arbitration will be resolved exclusively in the state or federal courts located within Santa Clara County, California.
Mutual Indemnification: To the fullest extent permitted by law, You agree to indemnify, defend, and hold harmless The Virtual Mall of America, LLC, Ultra Mall of America, their affiliates, directors, officers, employees, agents, and assigns from and against any and all claims, losses, liabilities, judgments, damages, penalties, fines, costs, and fees (including reasonable attorneys’ fees and court costs) arising from:
Your breach of these Terms or violation of any law or rights of a third party.
Any goods or services offered, sold, or purchased from You on the Platform.
Your violation of PCI DSS, data protection, intellectual property, accessibility, AML/KYC, or other Platform policies or applicable laws.
Any claims related to prohibited blockchain or cryptocurrency activity, regardless of insurance or D&O policies.
Procedures: Prompt notice of any claim, the right to control defense, and cooperation from the indemnified party are required for all indemnification claims.
No Limitation for Gross Negligence, Willful Misconduct, or Indemnification Obligations: The limitations herein do not apply to matters arising from fraud, willful misconduct, gross negligence, breach of confidentiality, or where such limitation is unenforceable as a matter of law.
Availability: These Terms will be made available at all times via clearly labeled links in the footer of the Platform’s website(s) and within account management and vendor dashboards.
Updates and Notifications: The current Terms will be date-stamped and archived for reference. Substantial changes will be communicated to Users through notifications and/or email at least thirty (30) days prior to their effective date, except when a shorter notice is mandated by law or for immediate security and compliance needs.
Severability: If any provision of these Terms is declared invalid or unenforceable, such provision shall be deemed modified to the limited extent necessary to render it valid and enforceable, or, if such modification is not possible, the provision will be null and void, but the remainder of these Terms shall remain in full force and effect.
No Implied Waiver: Failure of the Platform to enforce any right or provision herein shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing.
Entire Agreement: These Terms, together with all referenced policies (including Privacy Policy, Data Processing Addendum, Brand Safety Policy, Accessibility Policy, and Vendor Guidelines), constitute the entire agreement between You and the Platform, and supersede all prior agreements or understandings, whether written or oral.
User Notices: All notices required under these Terms shall be provided in writing by email (to the address registered with the Platform), by Platform notifications, or via certified U.S. mail to the stated Platform address.
Platform Notices: Notices to the Platform should be sent to the contact information posted on the Platform’s website. Legal process may also be served at this address.
Continuous Review: The Platform commits to regular legal and compliance review of these Terms, drawing on guidance from enterprise security, risk, accessibility, privacy, and regulatory experts. Policies will be proactively updated to meet or exceed evolving industry standards and regulatory requirements—including those from partners such as Microsoft, Unity, AWS, PCI Security Standards Council, and others.
Vendor Obligations: Vendors, partners, and external developers must maintain documentation and processes sufficient to demonstrate ongoing compliance with these Terms.
Audit Rights: The Platform reserves the right to audit compliance, require submission of relevant certifications, and to update requirements and policies at any time for legal, regulatory, or business purposes.
By continuing to use the Platform, You acknowledge that You have read, understood, and agree to be bound by these Terms of Service. If You have questions or require clarification regarding any aspect of this Agreement, please contact the Platform’s Legal and Compliance Department as noted on our website.
© 2025 The Virtual Mall of America, LLC and Ultra Mall of America. All rights reserved.
Effective Date of Update: September 25, 2025Applies to: The Virtual Mall of America and Ultra Mall of America PlatformsContact: admin@thevirtualmallofamerica.com
This Update supplements and forms part of the Terms of Use for The Virtual Mall of America, LLC (“Company,” “we,” “us,” or “our”). By purchasing, activating, or using any of the Premium Messaging Features described below, you agree to be bound by this Update in addition to the existing Terms of Use.
The Company offers three optional, one‑time‑fee integrations within the “My Hub” application (“Premium Messaging Features”):
Microphone Integrated Messages (MIM) – Short audio messages with optional effects
Video Integrated Messages (VIM) – Short video messages with optional backgrounds and filters
Invitation Integrated Messages (IIM) – Personalized event invitations with premium templates and effects
These features are add‑on services and are not included in the standard My Hub messaging tools. Standard in‑mall chat and email remain free for all users.
Each Premium Messaging Feature requires a one‑time integration fee per user account.
Optional effects, templates, or backgrounds are available for additional per‑item fees as displayed in the Ava‑Store or My Hub portal.
All purchases are final and non‑refundable, except where required by applicable law.
Features are activated upon successful payment processing.
MIM: Users may record and send audio messages of 15–30 seconds. Optional audio effects (e.g., Cave Echo, Concert Hall) may be purchased separately.
VIM: Users may record or upload short video messages. Optional premium backgrounds and filters may be purchased separately.
IIM: Users may create and send personalized invitations to individuals or small groups. Optional premium templates, fonts, and effects may be purchased separately.
All Premium Messaging content must comply with the Vendor Content & Brand Safety Standards in the Terms of Use.
The Company reserves the right to remove or block any content that violates policy or applicable law.
All Premium Messaging content (audio, video, invitations) is stored on Company servers for 30 days from the date of sending.
After 30 days, content will be permanently deleted from Company servers and cannot be recovered.
Users are responsible for downloading and saving any content they wish to keep before the expiration date.
The Company is not liable for any loss of content after the expiration period.
Premium Messaging content is processed and stored in accordance with the Company’s Privacy Policy.
Users must not send content containing personal data of others without their consent.
Vendors and business users must comply with applicable data protection laws (including GDPR and CCPA) when using these features.
Users retain ownership of their original Premium Messaging content but grant the Company a limited, non‑exclusive, worldwide, royalty‑free license to host, transmit, and display such content for the purpose of delivering the service.
The Company retains ownership of all templates, effects, filters, and design elements provided within the Premium Messaging Features.
Premium Messaging Features may not be used to send:
Content that violates the Vendor Content & Brand Safety Standards
Unsolicited commercial messages (“spam”)
Harassing, threatening, or discriminatory content
Content infringing on third‑party intellectual property rights
Content promoting cryptocurrency, blockchain assets, or prohibited financial products
Business users may use Premium Messaging Features for customer engagement, event promotion, and partner communication, provided all content complies with the Terms of Use.
The Company may offer enterprise‑level customization or bulk‑license options under separate agreement.
Violation of these rules may result in suspension or termination of Premium Messaging access without refund.
The Company’s determination on violations is final and binding.
The Company may modify, suspend, or discontinue any Premium Messaging Feature at any time, with or without notice.
Continued use after changes constitutes acceptance of the updated terms.
Effective Date: [Insert Date]Applies To: All users, tenants, partners, and affiliates of The Virtual Mall of America (VMOA) and Ultra Mall of America.
Policy Statement: The Virtual Mall of America is committed to maintaining a safe, inclusive, and family‑friendly environment for all participants. In alignment with this commitment, VMOA strictly prohibits the operation, promotion, or facilitation of any gambling‑related activities within its platform.
Prohibited Activities Include, but Are Not Limited To:
Casino‑style games (e.g., slots, roulette, blackjack, poker).
Online sports betting or wagering platforms (e.g., BetMGM, DraftKings).
Games of chance involving real‑world currency or items of monetary value.
Any storefronts, events, or promotions sponsored by or affiliated with gambling entities.
Rationale: This policy is designed to protect users from the risks associated with gambling, including fraud, exploitation, and legal disputes, while ensuring compliance with applicable laws and regulations across all jurisdictions in which VMOA operates.
Enforcement: Violations of this policy will result in immediate removal of the offending content or application, termination of associated accounts, and potential legal action where applicable. VMOA reserves the right to audit and monitor activities to ensure compliance.
Acknowledgement: By continuing to use VMOA, all users and partners agree to abide by this policy and understand that gambling‑related activities are not permitted under any circumstances.
Effective Date: September 25, 2025
The Virtual Mall of America (VMOA), including its affiliated platforms — Ultra Mall of America, the Virtual Business District (VBD), and The Learning Center — is committed to maintaining a brand-safe, immersive environment focused on commerce, education, entertainment, and professional development.
To preserve the integrity of this experience, VMOA strictly prohibits the integration, operation, promotion, or representation of real-world banking institutions, credit unions, investment firms, or any other financial service providers within any virtual storefront, suite, or environment hosted on the platform.
Additionally, VMOA does not support, facilitate, or permit the use of cryptocurrencies, blockchain-based tokens, or decentralized financial instruments (including but not limited to Bitcoin, Ethereum, NFTs, or smart contracts) as a means of payment, exchange, investment, or promotional activity within the platform.
All financial transactions related to VMOA services — including subscriptions, leases, and purchases — must be conducted through approved real-world payment processors external to the virtual environment. VMOA does not offer, endorse, or integrate virtual banking services, crypto wallets, or tokenized assets.
This policy is designed to ensure that banking and financial services remain in the real world, while the Virtual Mall of America remains a secure, brand-focused, and culturally inclusive immersive destination.
VMOA reserves the right to suspend or terminate access to any user, organization, or entity found to be in violation of this policy.
:
Virtual Mall of America (VMOA) – Onboarding & Security Standards
Effective Date: September 25, 2025
The Virtual Mall of America (“VMOA”) is committed to maintaining a secure, brand‑safe, and inclusive environment for all users, businesses, and partners. This Terms of Service update outlines the onboarding, participation, and security requirements for all entities engaging with the VMOA ecosystem.
VMOA is a family‑friendly, enterprise‑ready environment.
All participants must comply with applicable laws, Microsoft’s platform standards, and these Terms of Service.
VMOA maintains a zero‑tolerance policy toward illicit, fraudulent, or harmful activities.
Individual Users (Avatars):
Must register with valid contact information.
May be subject to verification processes to prevent fraud, impersonation, or automated misuse.
Business Users (Stores, Offices, Institutions):
Must provide verifiable business credentials (e.g., business license, tax ID, or equivalent).
Must execute a VMOA Participation Agreement and, where applicable, a Non‑Disclosure Agreement (NDA).
Business users are subject to additional compliance reviews prior to activation.
The following categories of businesses and activities are prohibited within VMOA:
Investment firms, speculative trading platforms, or financial schemes.
Gambling, betting, or lottery operations.
Cryptocurrency exchanges or unregulated financial services.
Adult content, illicit substances, or dark‑web adjacent services.
Call centers, data harvesters, or known scam operations.
Fortune 500 and other enterprise participants may be invited under confidentiality agreements to ensure secure onboarding.
Certain competitors and entities may be excluded from participation at VMOA’s discretion.
Select companies may be considered for integration only after launch, subject to compliance with all onboarding requirements.
VMOA employs AI‑driven monitoring and fraud detection to identify and prevent malicious activity.
Violations of these Terms may result in immediate suspension, removal, or legal action.
Microsoft and its partners will pursue intellectual property protections to safeguard the VMOA ecosystem against replication or infringement.
By enforcing these onboarding and security standards, VMOA ensures that:
Consumers enjoy a safe, accessible, and inclusive environment.
Businesses operate in a trusted, brand‑safe ecosystem.
The integrity and legacy of the VMOA platform are preserved for the long term.