Last Revised: September 1, 2024
VIBEZ.APP.INC and its affiliates(collectively, the “Company”, “we”, “our” or “Vibez”) welcome you (“User(s)” or “you”) to our “Vibez” mobile application (the “App”). The App is designed to provide you the ability to discover the perfect places to experience life in Miami; explore, feel the vibe, and book your adventure, under the terms detailed below (the “Services”, as further definedbelow).
1. Acceptance of the Terms
By downloading and installing, accessing and using the App on your mobile device,you acknowledge that you have read and understood the following Terms f Use, includingthe terms of our Privacy Policy available here [please add link to policy for users]("Privacy Policy and collectively with these terms, the “Terms”)and you agree to be bound by them and to comply with all applicable laws andregulations regarding your use of the App and you acknowledge that these Termsconstitute a binding and enforceable legal contract between the Company andyou.
if you do not agree to these terms, please do not enter, connect, access or use the app and/or the services in any manner, do not install the app and/or promptly uninstall the app from your mobile device.
The App is available only to individuals who (a) are at least thirteen (13) years old (and if you are an EUcitizen then only is you are at least sixteen (16) years old); and (b) possess the legal capacity to enter into these Terms and to form a binding agreement under any applicable law or have received the required consent from their parentor legal guardian to enter into these Terms. Pleasenote that the App is intended solely for personal use. Therefore, youhereby represent that you possess the legal authority to enter into these Termsand to form a binding agreement under any applicable law, to use the App inaccordance with these Terms, and to fully perform your obligations hereunder.
2. The App and the Services
The App provides You the ability todiscover the perfect places to experience life in Miami. Explore, feel thevibe, and book your adventure. It allows |You to discover precisely what’srelevant to you: “Using #tags and "keywords" on social platforms is ahassle. With Our VibeZ Smart Search, you'll find the experiences you crave—fast and easy”. The ability to discover the activities is based on the contentprovided by our Contributors who you can choose to follow and those which wesuggest to you through our Services. All information, data and content uploadedor otherwise communicated by contributors via the App, including withoutlimitation all videos or other communications available through the App, shallbe referred to hereinafter, collectively, as the “Contributor Content”.
Important notes:
1. All Contributor Content is notstored locally on Your device, and is not necessarily stored on Vibez servers butrather on the servers of our partners (please note that other metadata derivedfrom the services may be processed on our server for a short period, asnecessary for the provision of the Services, however it is not stored on ourservers and is instantaneously deleted upon the completion of the processingnecessary to deliver the Contributor Content to You). As such, the Company has no accessto, nor control over, such Contributor Content or its availability.
2. In order to access and use the Appand the Service, you will choose a unique Password. Maintaining theconfidentiality and integrity of your password is entirely at your soleresponsibility. You hereby agree and acknowledge that we have no responsibilitynor capability in protecting your password from Your disclosure and that anyloss of the Password may result in your inability to access your Account in theApp (if registration is needed) and loss of access to any of your metadata,including all saved content, communications and records with Contributors etc,that you may store on your device through App.
3. We may, at our sole discretion, create limitson the use of the Services.
4. The App includes the sending ofpush-notifications alerts to the device on which you installed the App. Pleasenote that in order to receive push notifications, you may be required toprovide certain permissions via the operating system of your device, which mayinclude the exchange and retention of certain “tokens” or tokenized informationreceived by us from the providers of such operating systems. Such “tokens”shall be retained by us solely for the purpose of associating the device onwhich you have installed the App with the Services and to send you pushnotifications of communications sent to you from other Users of the App andService notifications. Please note that such tokens do not enable us toidentify you, or any personal information related to you. You can deactivatecertain push-notifications at any time by changing the notification settings onyour device, however if you disable push-notification this may decrease yourenjoyment of the App and all its features.
The App may include other content, such ascontact information, videos, text, files, logos, button icons, images, datacompilations, links, other specialized content, technical data, documentation,know-how, specifications materials, designs, data, the "look andfeel" of the App, algorithms, source and object code, interface, GUI,interactive features related graphics, illustrations, drawings, animations, andother features obtained from or through the App (collectively, the “Content”).
(collectively, the “Services”).
all rights in and to the content available on the app are reserved to the company or itslicensors. to the extent legally permissible, the app, the content available therein are provided on an “as is”basis. the company will not be liable for any damages or loss incurred to youor any other person as a result of or in connection with your use of the appand/or the content and/or any decision made or action taken or not taken inconnection with the services.
all contributor content , including, butnot limited to, text messages, audio, images, videos, is not verified or related in any mannerto the company and does not bind us in any form.
the companyencourages users to treat each other with respect, and to understand that usersare solely responsible for their interactions via the app. the company does notcontrol, and is not responsible for, the way users use the services. thecompany is not responsible for any, offline and/oronline, action or interactions of the users or other third parties. please useyour best judgment and keep safety in mind when you use the app.
the app is not designated for any kind of emergency calls, including but not limited to,law enforcement agencies, hospitals, fire brigade or any other emergencyservices.
your use ofthe app and services is entirely at your own risk.
Note: You hereby acknowledge and agree that youmay be charged for Internet, cellular charges, maintenance of networkconnection and data usage charges made through use of the Site and/or App,according to the applicable rates charged by your respective third partyInternet and data usage service provider as may be from time to time.
3. Registration and User Account
The App shall beavailable to user who registered to the App as well as to those who have not.Some features do not require registration while other do. The features whichrequire registration shall be availableonly to Users who have completed the registration process and have created anaccount via the App (the "Account"), all as furtherdetailed in the Privacy Policy.
In general, should registration be required,the information collected from You directly shall include: Phone Number of the device being used, email, fullname, whether you are a Spanish speaker, relevant area in Miami which his ofinterest. Additional information may include: age, whether you are a student ora member of such other group of special interest, whether activities forchildren are relevant and if so the age range of the children and the like.Some addiotnal information may be sought, and the list may be amended from timeto time.
In order to protect the security of theinformation (including any User Data) available on your Account, to thegreatest extent possible, you must safeguard and not disclose your user nameand password, and you must supervise the use of Your Account.
Terminating your Account will cause the loss ofyour User Data and the capacity of your Account. We do not accept any liabilityfor such loss. Please note that even if you uninstall the App,cease use of the Services or terminate your Account certain metadata which wasstored on your device may still be retained on your device.
4. Use Restrictions
There are certain conducts which are strictly prohibited when using the App. Please read thefollowing restrictions carefully. Failure to comply with any of the provisionsset forth herein may result (at the Company's sole discretion) in thetermination of your use of the App and/or Content and/or the Service and mayalso expose you to civil and/or criminal liability.
Unless otherwise explicitlypermitted under these Terms or in writing by theCompany, you may not (and you may not permit anyone to): (a) use theApp and/or the Services for any illegal, immoral, unlawful and/or unauthorizedpurposes; (b) use the App and/or the Services for non-personal or commercialpurposes; (c) remove or disassociate, from the Content and/or the App and/or theServices any restrictions and signs indicating proprietary rights of theCompany or its licensors, including but not limited to any proprietary noticescontained in such materials (such as ©,™, or ®); (d) interfere with or violateUsers' rights to privacy and other rights, or harvest or collect personallyidentifiable information about Users without their express consent, whethermanually or with the use of any robot, spider, crawler, any search or retrievalapplication, or use other manual or automatic device, process or method toaccess the App and retrieve, index and/or data-mine information; (e) interferewith or disrupt the operation of the App or the servers or networks that hostthe App, or disobey any laws, regulations, requirements, procedures, or policiesof such servers or networks; (f) falsely state or otherwise misrepresent youraffiliation with any person or entity, or express or imply that the Company endorsesyou, your site, your business or any statement you make, or present false orinaccurate information about the App and/or the Service; (g) take any actionthat imposes, or may impose, an unreasonable or disproportionately large loadon our App infrastructure, as determined by us; (h) bypass any measures we mayuse to prevent or restrict access to the App; (i) copy, modify, alter, adapt, makeavailable, translate, port, reverse engineer, decompile, or disassemble anyportion of the Content and/or the Services made accessible by the Company on orthrough the App, or publicly display, reproduce, create derivative works from,perform, distribute, or otherwise use such Content; (j) copy, distribute,display, execute publicly, make available to the public, reduce to humanreadable form, decompile, disassemble, adapt, sublicense, make any commercialuse, sell, rent, transfer, lend, process, compile, reverse engineer, combinewith other software, translate, modify or create derivative works of anymaterial that is subject to the Company's proprietary rights, including theCompany's Intellectual Property (as such term is defined below), in any way orby any means; (k) make any use of the Content and/or the Services on any othersite or networked computer environment for any purpose without the Company’sprior written consent; (l) create a browser or border environment around theCompany's Content and/or the Services (no frames or inline linking is allowed);(m) sell, license, or exploit for any commercial purposes any use of or accessto the App and/or the Content and/or the Services; (n) frame or mirror any partof the App and/or the Services without the Company's prior express writtenauthorization; (o) create a database by systematically downloading and storingall or any of the Content and/or the Services from the App; (p) transmit orotherwise make available in connection with the App any virus, worm, TrojanHorse, time bomb, web bug, spyware, or any other computer code, file, orprogram that may or is intended to damage or hijack the operation of anyhardware, software, or telecommunications equipment, or any other actually orpotentially harmful, disruptive, or invasive code or component; (q) use the Appand/or the Services for any purpose for which the App and/or the Services are notintended; and/or (r) infringe and/or violate any of the Terms.
5. Consideration
The App and Service are currently providedfree-of-charge. The Company reserves the right to charge fees for use of theApp and Services, at any time in the future, at its sole discretion, providedthat it notifies you in advance.
6. Minors
The App is intended for Users over the age of thirteen (13). If you are an EU citizen then only ifyou are at least sixteen (16). We reserve the right to request proof of age atany stage so that we can verify that minors under this age are not using theApp. In the event that it comes to our knowledge that a person under the age ofthirteen (13) (or sixteen (16) asapplicable) is using the App, we will prohibit andblock such User from accessing the App.
7. Privacy Policy
We respect your privacy and are committed toprotecting the information you share with us. We believe that you have a rightto know our practices regarding the information we collect when you connect to,access or use the App. Our policy and practices and the type of informationcollected are described in detail in our Privacy Policy at [please insert link to thePrivacy Policy] which is incorporated herein by reference. You agree that the Company may use andprocess Personal Information that you provide or make available to it inaccordance with the Privacy Policy. IF YOU INTEND TO ACCESS OR USE THE APPOR THE SERVICES, YOU MUST FIRST READ AND AGREE TO THE PRIVACY POLICY.
8. Intellectual Property Rights
The App,the Content and the Company's proprietary assets and any and all intellectualproperty rights pertaining thereto, including, but not limited to, inventions,patents and patent applications, trademarks, trade names, service marks,copyrightable materials, domain names and trade secrets, whether or notregistered or capable of being registered (collectively, “IntellectualProperty”), are owned by and/or licensed to the Company and are protectedby applicable patent, copyright and other intellectual property laws andinternational conventions and treaties. All rights not expressly granted to youhereunder are reserved by the Company and its licensors.
The Terms do not convey to you an interest inor to the Company's Intellectual Property but only a limited revocable right ofuse in accordance with the Terms. Nothing in the Terms constitutes a waiver of theCompany’s Intellectual Property under any law.
Subject to the terms hereof, the Company herebygrants to you, and you accept, a personal, nonexclusive, non-transferable,non-sublicensable and fully revocable limited license to use the App (includingthe Content) in accordance with the terms included in these Terms.
To the extent you provide any feedbacks,comments or suggestions to us (“Feedback”), we shall have an exclusive,royalty-free, fully paid up, worldwide, perpetual and irrevocable license toincorporate the Feedback into any of the Company's current or future services,products or technologies and use same for any purpose all without furthercompensation to you and without your approval. You agree that all such Feedbackshall be deemed to be non-confidential. Further, you warrant that your Feedbackis not subject to any license terms that would purport to require the Company tocomply with any additional obligations with respect to any or our current orfuture products, technologies or services that incorporate any Feedback.
9. Trademarks and Trade names
The Company’s marks and logos and all otherproprietary identifiers used by the Company in connection with the App (“CompanyTrademarks”) are all trademarks and/or trade names of the Company, whetheror not registered. All other trademarks, service marks, trade names and logoswhich may appear on the App belong to their respective owners (“Third PartyMarks”). No right, license, or interest to the Company Trademarks and theThird Party Marks is granted hereunder, and you agree that no such right,license, or interest may be asserted by you with respect thereto and thereforeyou will avoid using any of those marks, except as permitted herein.
10. Usage Rules
Sinceyou are downloading the App from a third party platform, service provider ordistributor (“Platform Provider”), your use of the App may also begoverned by usage rules which the Platform Provider may have established andwhich relate to your use of the App (“Usage Rules”). Certain Usage Rulesare described below, but other Usage Rules may Apply, and it is yourresponsibility to determine what other Usages Rules are applicable to your useof the App. You undertake to comply with all the applicable Platform Provider'sUsage Rules and the Usage Rules applicable to your use of the App areincorporated herein by reference. In the event of a conflict between the Termsand the terms of any applicable Usage Rules, which relates solely to thePlatform Provider's representations, warranties, restrictions on use of the App,obligations, limitation of liability (to the extent applicable to the PlatformProvider) other provisions that impose any responsibility on the PlatformProvider, the terms of the applicable Platform Provider's Usage Rules shallprevail. You represent that you are not prohibited by any applicable laws orUsage Rules from downloading and/or using the App. Any download and/or use ofthe App by anyone prohibited by any applicable laws or Usage Rules fromdownloading and/or using the App is expressly prohibited.
AppleInc.
Thefollowing applies to you if you downloaded the App from the Apple App Store (“LicensedApplication“): You acknowledge and agree that (i) the license grantedherein is limited to a non-transferable license to use the Licensed Applicationon an Apple branded device that you own or control, (ii) these Terms are solelybetween you and the Company, not Apple Inc. (“Apple“), and that Applehas no responsibility for the Licensed Application or content thereof, (iii)your use of the Licensed Application must comply with Usage Rules establishedby Apple, as set forth in the App Store Terms of Service effective as of thedate you enter into these Terms, except that such Licensed Application may beaccessed and used by other accounts associated with you via Apple's FamilySharing or volume purchasing; and (iv) Apple has no obligation whatsoever tofurnish any maintenance and support services with respect to the Licensed Application.
In theevent of any failure of the Licensed Application to conform to any applicablewarranty, you may notify Apple, and Apple will refund you the purchase priceyou paid, if any, for the Licensed Application. To the maximum extent permittedby applicable law, Apple will have no other warranty obligation whatsoever withrespect to the Licensed Application, and any other claims, losses, liabilities,damages, costs or expenses attributable to any failure to conform to anywarranty will be solely governed by these Terms of Use and any law applicableto the Company as provider of the App.
TheCompany and you acknowledge that the Company, and not Apple, is responsible foraddressing any claims relating to the Licensed Application or your possessionand/or use thereof, including, but not limited to: (i) product liabilityclaims; (ii) any claim that the Licensed Application fails to conform to any applicablelegal or regulatory requirement; and (iii) claims arising under consumerprotection, privacy, or similar legislation.
Youhereby represent and warrant that (i) you are not located in a country that issubject to a U.S. Government embargo, or that has been designated by the U.S.Government as a “terrorist supporting” country; and (ii) you are not listed onany U.S. Government list of prohibited or restricted parties.
Youacknowledge that, in the event of any third party claim that the Licensed Applicationor your possession and use thereof infringes that third party's intellectualproperty rights, the Company, not Apple, will be solely responsible for theinvestigation, defense, settlement and discharge of any such intellectualproperty infringement claim. You acknowledge and agree that Apple, and Apple'ssubsidiaries, are third party beneficiaries of these Terms of Use, and that,upon your acceptance of these Terms of Use, Apple will have the right (and willbe deemed to have accepted the right) to enforce these Terms of Use against youas a third party beneficiary thereof.
Please note that the Servicesoffered via the App are operated and provided via web configuration.
11. SocialMedia Features
The Appmay, now or in the future, include social sharing, “liking”, reacting and otherfeatures or integrated tools (for example the only the Facebook or Instagram "Like"and "Share" buttons, sharing and posting content via other platform etc.) ("Social Features").
TheSocial Features are operated or allow social integration with certain thirdparty social networks or third party platforms (“Social Networks").These are created and maintained by third parties who are not affiliated withand/or controlled by us. Your use of the Social Features is subject to theapplicable third party Social Network terms of use and privacy policies. If youdo not agree to the practices described in such terms you should disable our App'sintegration with such Social Networks, however you may find that you are notable to enjoy all the features available in our App. We are not responsible andhas no liability for your use of such Social Networks.
12. Advertisements,Promotions, Sponsorships and Benefits
The Company mayaccept and display via the App advertisements, promotions and paid sponsorshipsfrom third parties and may provide to you and/or to the registered Users withbenefits provided via third parties. Please note that the Company makes nowarranties or representations concerning such advertisements, promotions,sponsorship and benefits whether or not the Company has control over them. TheCompany may be entitled to certain shares of the earnings from suchadvertisements, promotions and sponsorship. You agree, acknowledge and consentthat you will not be entitled to any compensation with respect to such monetaryamounts. The Company assumes no responsibility for such third partyadvertisements, benefits and sponsorships and will not be liable for any damageor loss, cost or expense incurred to you or any other person as a result of orin connection with third party advertisements, benefits and sponsorships.
13. Availability
The App’s availability and functionality depend on variousfactors, such as communication networks. The Company does not warrant or guarantee that the App will operate and/or be available at all times without disruptionor interruption, or that it will be immune from unauthorized access orerror-free.
14. Changes tothe App, the Services and Updates
We reserve the right to modify,correct, amend, enhance, improve, make any other changes to, or discontinue,temporarily or permanently the Services and this App (or any part thereof, including but not limited to theContent) without notice, at any time. In addition, you hereby acknowledge thatthe Content provided under this App may bechanged, extended in terms of content and form or removed at any time withoutany notice to you. You agree that we shall not be liable to you or to any thirdparty for any modification, suspension, or discontinuance of the Services, thisApp or the Content included therein. Youhereby agree that the Company is not responsible for any errors or malfunctionsthat may occur in connection with the performing of such changes.
If the Company supplies to you any updates,upgrades and any new versions of the App (“Updates“) according to itsthen current policies, it may include automatic updating or upgrading of the Appwith or without any additional notice to you and the Terms will govern any suchUpdates unless these are accompanied by a separate license agreement which willprevail, and all references herein to the App shall include such Updates. Forclarity, The Company has no obligation to provide Updates.
15. Disclaimersand No Warranties
TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, THE APP,THE CONTENT AND THE SERVICES ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND THE COMPANY, INCLUDING ITSVENDORS, OFFICERS, SHAREHOLDERS, SUB-CONTRACTORS, DIRECTORS, EMPLOYEES,AFFILIATES, SUBSIDIARIES, LICENSORS, AGENTS AND SUPPLIERS (COLLECTIVELY, "COMPANY'S REPRESENTATIVES"), DISCLAIM ALLWARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOTLIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OFUSE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROMA COURSE OF DEALING OR USAGE OF TRADE. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTSUNDER YOUR LOCAL LAWS THAT THIS AGREEMENT CANNOT CHANGE.
ALL RIGHTS IN AND TO THE CONTENT AVAILABLE ONTHE APP ARE RESERVED TO THE COMPANY, ITS CONTRIBUTORS OR LICENSORS. TO THEEXTENT LEGALLY PERMISSIBLE, THE APP, THE CONTENT AVAILABLE THEREIN ARE PROVIDEDON AN “AS IS” BASIS. THE COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSSINCURRED TO YOU OR ANY OTHER PERSON AS A RESULT OF OR IN CONNECTION WITH YOURUSE OF THE APP AND/OR THE CONTENT AND/OR ANY DECISION MADE OR ACTION TAKEN ORNOT TAKEN IN CONNECTION WITH THE SERVICES.
THE COMPANY CLARIFIES THAT IT IS NOT OBLIGATEDTO PROVIDE THE SERVICES TO ANY PARTY AND IS NOT OBLIGATED TO APPROVEAPPLICATIONS FOR THE SERVICES AT ANY STAGE, EVEN FOR EXISTING USERS, FOR ANYREASON ALL SUBJECT TO APPLICABLE LAW.
THE USERACKNOWLEDGE THAT AS PART OF THE SERVICES, YOU MAYBE EXPOSED TO CONTRIBUTOR CONTENT FROM DIFFERENTSOURCES, WHICH MAY BE INACCURATE, OFFENSIVE OR INDECENT.
ALL CONTRIBUTOR CONTENT , INCLUDING, BUT NOTLIMITED TO, TEXT MESSAGES, AUDIO, IMAGES, VIDEOS, IS NOT VERIFIED OR RELATED INANY MANNER TO THE COMAPNY AND DOES NOT BIND US IN ANY FORM.
WE SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLYOR INDIRECTLY, FOR ANY DAMAGE OR LOSS, COST OR EXPENSE INCURRED TO YOU OR ANYOTHER PERSON AS A RESULT OF OR IN CONNECTION WITH YOUR USE OF OUR APP AND ORTHE SERVICES.
YOUR USE OF THE FOREGOING IS ENTIRELY AT YOUROWN RISK.
WE DO NOT WARRANT (I)THAT THE USE AND OPERATION OF THE APP AND/OR THE SERVICES WILL BE SECURE, SAFE,TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERRORS, OR FREE OF VIRUSES,DEFECTS, WORMS, OTHER HARMFUL COMPONENTS OR LIMITATIONS, (II) THAT WE WILLCORRECT ANY ERRORS OR DEFECTS IN THE APP, (III) AND/OR MAKE ANY REPRESENTATIONREGARDING THE USE, INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OFTHE APP AND/OR THE SERVICES AND/OR CONTENT AVAILABLETHEREON OR THROUGH THE APP (INCLUDING THAT THE RESULTS OF USING THE APP AND/ORSERVICE WILL MEET YOUR REQUIREMENTS, EXPECTATIONS OR BE FREE FROM MISTAKESAND/OR WILL BE EFFECTIVE, ACCURATE OR RELIABLE). THE COMPANY AND THE COMPANY'S REPRESENTATIVESDISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE USE OF THE APP AND/ORSERVICES, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY, RELIABILITY OR THEQUALITY OF THE APP, AND ARE NOT AND SHALL NOT BE RESPONSIBLE FOR ANY ERROR,FAULT OR MISTAKE RELATED TO ANY CONTENT AND/OR INFORMATION DISPLAYED WITHIN THEAPP, INCLUDING WITHOUT LIMITATION, THE SERVICES.
WE ARE NOT RESPONSIBLE FOR ANY CONSEQUENCES TOYOU OR OTHERS THAT MAY RESULT FROM TECHNICAL PROBLEMS (INCLUDING WITHOUTLIMITATION IN CONNECTION WITH THE INTERNET SUCH AS SLOW CONNECTIONS, TRAFFICCONGESTION, OVERLOAD OF SERVERS, DELAYS OR INTERRUPTIONS) OR ANYTELECOMMUNICATIONS OR INTERNET PROVIDERS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONSOR LIMITATIONS AS SET FORTH HEREIN, IN WHICH CASE THE FULL EXTENT OF THE ABOVE EXCLUSIONS ANDLIMITATIONS MAY NOT APPLY.
16. Limitationof Liability
TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, INNO EVENT SHALL THE COMPANY, INCLUDING THE COMPANY'S REPRESENTATIVES BE LIABLEFOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT,SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDERANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT ORSTRICT LIABILITY), INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS ORDATA AND BUSINESS INTERRUPTION, ARISING HEREUNDER, RESULTING FROM OR ARISINGOUT OF THE AND/OR THE CONTENT AND/OR THE SERVICES, YOUR USE OR INABILITY TO USETHE APP AND/OR THE CONTENT AND/OR THE SERVICE AND/OR THE FAILURE OF THE APP TOPERFORM AS REPRESENTED OR EXPECTED, OR FROM ANY CONTENT, OR FROM THEPERFORMANCE OR FAILURE OF THE COMPANY TO PERFORM UNDER THESE TERMS, ANY OTHERACT OR OMISSION OF THE COMPANY OR THE COMPANY'S REPRESENTATIVES BY ANY OTHERCAUSE WHATSOEVER; OR BASED UPON BREACH OF WARRANTY, GUARANTEE OR CONDITION,BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER LEGALTHEORY, REGARDLESS OF WHETHER THE COMPANY OR THE COMPANY'S REPRESENTATIVES HAVEBEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY CASE, WITHOUT LIMITING THE GENERALITY OFTHE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, THE COMPANY ANDTHE COMPANY'S REPRESENTATIVES' TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES ORLOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITYTO USE THE APP AND/OR THE SERVICES AND/OR THE CONTENT IS LIMITED TO $US100.00. YOUWILL NOT, AND HEREBY WAIVE ANY RIGHT TO SEEK, TO RECOVER ANY OTHER DAMAGES,INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGESFROM US AND FROM THE COMPANY'S REPRESENTATIVES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONSOR LIMITATIONS AS SET FORTH HEREIN, IN SUCH A CASE THE FULL EXTENT OF THE ABOVEEXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
17. Indemnification
You agree to defend, indemnify and holdharmless the Company, including the Company's Representatives from and againstany and all claims, damages, obligations, losses, liabilities, costs, debts,and expenses (including but not limited to attorney's fees) arising from: (i)your use, misuse of, inability to use and/or activities in connection with the Appand/or Content and/or the Services; (ii) your violation of any of these Terms or applicable law; (iii) your violation of anythird party rights, including without limitation any intellectual propertyrights or privacy right of such third party, in connection with your use of theApp and/or Content and/or the Services; and (iv) any damage of any sort,whether direct, indirect, special or consequential, you may cause to any thirdparty with relation to the App and/or Content and/or the Services. It is herebyclarified that this defense and indemnification obligation will survive theseTerms.
Without derogating from the foregoing, wereserve the right to assume the exclusive defense and control of any matterwhich is subject to indemnification by you, which will not excuse yourindemnity obligations hereunder and in which event you will fully cooperatewith us in asserting any available defense. You agree not to settle any mattersubject to an indemnification by you without first obtaining our prior expresswritten approval.
18. Amendmentsto the Terms
The Company may, at its sole discretion, changethe Terms from time to time, including any other policies incorporated thereto,so please re-visit this page frequently. In case of any material change, wewill make reasonable efforts to post a clear notice on the App regarding suchchange. Such material changes will take effect seven (7) days after such noticewas provided on our App. Otherwise, all other changes to these Terms areeffective as of the stated “Last Revised” date and your continued use of the Appon or after the Last Revised date will constitute acceptance of, and agreementto be bound by, those changes. In the event that the Terms should be amended tocomply with any legal requirements, the amendments may take effect immediately,or as required by the law and without any prior notice.
19. Termination of these Terms and theTermination of the App's operation
At any time, the Company may without noticediscontinue your use of the App and/or the Services, at its sole discretion, inaddition to any other remedies that may be available to the Company under any applicablelaw.
Additionally, the Company may at any time, atits sole discretion, cease the operation of the App and/or the Services or anypart thereof, temporarily or permanently, delete any information, Content fromthe App or correct, modify, amend, enhance,improve and make any other changes thereto or discontinue displaying orproviding any information, Content or features therein without giving any priornotice. You agree and acknowledge that the Company does not assume anyresponsibility with respect to, or in connection with the termination of the App's and or the Services' operation and loss of anydata. The provisions of these Terms, by their nature and content, must survivethe termination of these Terms in order to achieve the fundamental purposes ofthese Terms shall so survive. Without limiting the generality of the forgoing,the Intellectual Property, Disclaimer and Warranties, Limitation of Liability,Indemnification and General sections will survive the termination of the Terms.
20. Arbitration
Applicability of Arbitration Agreement. All claims and disputes arising out of orrelating to this Agreement or the use of the App or any services in respectthereof that cannot be resolved in small claims court will be resolved bybinding arbitration on an individual basis ("Disputes"),except that You and Vibez are not required to arbitrate any dispute forenforcement of the indemnification clause ("Excluded Disputes").Any and all Disputes relating to, arising out of, or in any way in connectionwith Your rights of privacy and publicity are not Excluded Disputes.
Arbitration Rules. TheFederal Arbitration Act governs the interpretation and enforcement of thisdispute-resolution provision. Arbitration will be initiated through theAmerican Arbitration Association ("AAA"). If the AAA is notavailable to arbitrate, the parties will select an alternative arbitral forum.The rules of the arbitral forum will govern all aspects of this arbitration,except to the extent those rules conflict with this Agreement. The AAA ConsumerArbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879.The arbitration will be conducted by a single neutral arbitrator. Any Disputeswhere the total amount sought is less than $10,000 may be resolved throughbinding non-appearance-based arbitration, at the option of the party seekingrelief. For Disputes where the total amount sought is $10,000 or more, theright to a hearing will be determined by the arbitral forum's rules. Anyjudgment on the award rendered by the arbitrator may be entered in any court ofcompetent jurisdiction.
Additional Rules for Non-appearanceArbitration. If non-appearance arbitration is elected,the arbitration will be conducted by telephone, online, written submissions, orany combination of the three; the specific manner will be chosen by the partyinitiating the arbitration. The arbitration will not involve any personalappearance by the parties or witnesses unless the parties mutually agreeotherwise.
Authority of the Arbitrator. The arbitrator will decide the jurisdictionof the arbitrator and the rights and liabilities, if any, of You and Vibez. Thedispute will not be consolidated with any other matters or joined with anyother cases or parties. The arbitrator will have the authority to grant motionsdispositive of all or part of any claim or dispute. The arbitrator will havethe authority to award monetary damages and to grant any non-monetary remedy orrelief available to an individual under applicable law, the arbitral forum'srules, and this Agreement. The arbitrator will issue a written award andstatement of decision describing the essential findings and conclusions onwhich the award is based, including the calculation of any damages awarded. Thearbitrator has the same authority to award relief on an individual basis that ajudge in a court of law would have. The award of the arbitrator is final andbinding upon Both You and Vibez.
Waiver of Jury Trial. YOU AND VIBEZ WAIVE ANY CONSTITUTIONALAND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR AJURY, OTHER THAN IN RESPECT OF EXCLUDED DISPUTES. You and Vibez are insteadelecting to have claims and disputes resolved by arbitration. In any litigationbetween You and Vibez over whether to vacate or enforce an arbitration award, YOUAND VIBEZ WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have thedispute be resolved by a judge.
Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPEOF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUALBASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BEARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.If, however, this waiver of class or consolidated actions is deemed invalid orunenforceable, neither You nor Vibez are entitled to arbitration; instead allclaims and disputes will be resolved in a court as set forth below.
Confidentiality. Nopart of the procedures will be open to the public or the media. All evidencediscovered or submitted at the hearing is confidential and may not bedisclosed, except by written agreement of the parties, pursuant to court order,or unless required by law. Notwithstanding the foregoing, no party will beprevented from submitting to a court of law any information needed to enforcethis arbitration agreement, to enforce an arbitration award, or to seekinjunctive or equitable relief.
Right to Waive. Anyrights and limitations set forth in this arbitration agreement may be waived bythe party against whom the claim is asserted. Such waiver will not waive oraffect any other portion of this arbitration agreement.
Opt-out. Youmay opt out of this arbitration agreement. If You do so, neither You nor Vibezcan force the other to arbitrate. To opt out, You must notify Vibez in writingno later than thirty (30) days after first becoming subject to this Agreement. Yournotice must include Your name and address, the email address and phone numberprovided upon registration, and an unequivocal statement that You wish toopt-out of this arbitration agreement. You must send its opt-out notice to thisaddress: AppUsers@vibez.app.
Small Claims Court. Notwithstandingthe foregoing, either You or Vibez may bring an individual action in smallclaims court.
Arbitration Agreement Survival. This arbitration agreement will survivethe termination of these Terms.
Venue for Excluded Disputes. Excluded Disputes shall be governed byand construed exclusively in accordance with the laws of the State of Florida,without regard to the principles of conflict of law therein. The partiesconsent to the exclusive jurisdiction of the competent courts of Miami, Floridain respect of Excluded Disputes and hereby submit themselves to the exclusivejurisdiction of these courts.
U.N. Convention. Theapplication of the United Nations Convention of Contracts for the InternationalSale of Goods or other international laws is expressly excluded, whether theclaim is in arbitration or at court.
21. General
(a) TheseTerms constitute the entire terms and conditions between you and the Companyrelating to the subject matter herein and supersedes any and all prior orcontemporaneous written or oral agreements or understandings between you and theCompany, (b) these Terms do not, and shall not be construed to create anyrelationship, partnership, joint venture, employer-employee, agency, orfranchisor-franchisee relationship between the parties hereto, (c) no waiver byeither party of any breach or default hereunder will be deemed to be a waiverof any preceding or subsequent breach or default. Any heading, caption orsection title contained herein is inserted only as a matter of convenience, andin no way defines or explains any section or provision hereof, (d) YOUACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OFOR RELATED TO THE APP MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OFACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED, (e) ifany provision hereof is adjudged by any court of competent jurisdiction to beunenforceable, that provision shall be limited or eliminated to the minimumextent necessary so that these Terms shall otherwise remain in full force andeffect while most nearly adhering to the intent expressed herein, (f) you maynot assign or transfer these Terms (including all rights and obligationshereunder) without our prior written consent and any attempt to do so inviolation of the foregoing shall be void. We may assign or transfer these Termswithout restriction or notification, (g) no amendment hereof will be bindingunless in writing and signed by the Company, and (h) the parties agree that allcorrespondence relating to these Terms shall be written in the Englishlanguage.
22. For information, questions or notification of errors, please contact:
If you have any questions (orcomments) concerning the Terms, you are most welcome to send us an e-mail to [please insert link].