Vibe 

Terms Of Use

Last updated: August 7, 2017

Dear user,

Vibe App, LLC, its subsidiaries and affiliates, as applicable (collectively, “Vibe” or “we” or “us” or “our”), appreciate your business, visit to, and use of our mobile application and related website(s) (collectively, the “Platform”). The Platform is an interactive medium comprising content, geolocational information, products and services which enable users (collectively, the “user” or “users” or “you” or “your” or “yourself”) to (i) obtain real time information about goings-on in different venues (collectively, “Venues” and each, a “Venue”) in relation to events, scenes, settings and other gatherings of people (collectively, “Events” and each, an “Event”), including, without limitation, the Venue Metrics (as defined below), (ii) communicate or broadcast real time information about Venues they are at, including, without limitation, the Venue Metrics, across different mediums, including, without limitation, Facebook, Instagram, Snap Chat and Twitter (collectively, “Third-Party Social Networks”), (iii) interact discretely or openly with other Platform users at the applicable Venue, (iv) rate, comment and provide real time feedback about the Venue, including, without limitation, the type of Event(s) at the Venue, information on the vibrancy and the relative demographic of the Venue attendees (collectively, the “Venue Metrics”), (v) earn points, rewards, coupons and other benefits based on their use of, and engagement on the Platform, and (vi) advertise on the Platform (collectively, the “Services“).  The kind of information that can be created, accessed, shared, stored, upload, posted, linked, retrieved and otherwise made available by Vibe, users, and other third parties, as applicable, on or through the Platform, within the Platform, with the general public or with Third-Party Social Networks includes, without limitation, photos, images, graphics, emoticons, text, instant and other messages, videos, audio, live streaming, among others (the “Content”).

I. Contractual Relationship

These Terms of Use (the “Terms” or the “Agreement”) govern your access to, and use of, the Services made available by us on the Platform.

In these Terms, the words “including” and “include” mean “including, but not limited to.”

By accessing and using the Platform and/or using our Services, you are agreeing to be bound by the following Terms without modification, limitation or qualification. These Terms expressly supersede prior agreements or arrangements with you. Please read them carefully. Please also note that we may, at our sole discretion, modify or revise these Terms at any time by updating the text of this page without notice to you, and you are bound by any such modification or revision. You should therefore visit this page periodically to review the Terms. Your continued access, use or browsing on the Platform following the posting of changes to the Terms, means you accept those modifications or revisions.

Vibe may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason or no reason at all.

Supplemental terms may apply to certain Services, such as policies for a particular type of product, service or Content, and such supplemental terms will be disclosed to you in connection with the applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). They are hereby incorporated by reference into these Terms, and become part of your agreement with us if you use the applicable Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use the Platform on your personal device or computer or other device, solely in connection with your use of the Services; and (ii) access and use any Content and related materials that may be made available through the Services, in each case solely for your personal noncommercial and/or permitted commercial use. Any rights not expressly granted herein are reserved by us and our licensors

In addition to the use specified herein, the Terms found here apply to any software (including any updates or upgrades to the software and any related documentation) that we make available to you from time to time for your use in connection with our Services (the “Platform Software”) and terms of the software license agreement accompanying such Platform Software (the “License Agreement“), and is further conditioned on your agreement to be bound by the terms of the License Agreement.

Please note that any unauthorized use of the Platform automatically terminates the permission or license granted to use the Platform.

II. Privacy

We consider the privacy and protection of all our users to be paramount. Please review our Privacy Policy, which governs your visit to our Platform and your use of our Services, to understand our practices and policies.

III. Your Use of the Service

A. Minimum Age

To accept this Agreement, create a user account (“Account”) and use the Platform, you must at least be 18 years of ago or the recognized age of majority (the “Age of Majority”) within the jurisdiction in which you reside. You must at least be 21 years of age (the “Strict Adult Age”) or the minimum recognized age of alcohol consumption within the jurisdiction in which you reside, to use and access sections of the Platform that involve Content regarding places that serve alcohol and whose entry requirement is for persons of Strict Adult Age. Persons between the age of 13 years old or the minimum permissible legal age (the “Minimum Age”) and the Age of Majority, may only use the Platform under strict parental or legal guardian consent and supervision, but may not accept this Agreement and create an Account of their own. Parents and legal guardians may however accept the terms of the Agreement and create an Account for said dependents of Minimum Age, however, they agree to take full responsibility for the actions of their dependents, any charges incurred or associated with the dependents use of the Services, and the dependent’s compliance with this Agreement. Minors below the Minimum Age may not accept this Agreement, create an Account or use the Platform under any circumstances. YOU HEREBY AGREE TO TAKE SUCH STEPS AS ARE NECESSARY AND APPROPRIATE TO ENSURE COMPLIANCE AND WILL INDEMNIFY AND HOLD VIBE, ITS SUBISIDIARIES, AFFILIATES AND PARTNERS HARMLESS FROM ANY BREACH OF THIS AGREEMENT, WHETHER COMMITTED BY YOURSELF OR BY YOUR DEPENDENTS.

B. User Profile and Account

 In order to use most aspects of the Services, you must register for and maintain an active personal or professional, as applicable, user Account. You may customize your Account and your profile by adding a photo or avatar, changing your username or providing other details in accordance with the specified Account fields on the Platform. You agree to maintain accurate, complete, and up-to-date Content in your Account. Your failure to maintain accurate, complete, and up-to-date Account Content, may result in your inability to access and use the Services or Vibe’s termination of this Agreement with you.

The default status of your profile and user Account is private. However, using the Platform’s settings, you have the option of making it public to other Platform users only or to the general public. You also have the option of sharing certain Content about Venues and your user Account on Third-Party Social Networks. In the event that you decide to make any Content about yourself or your Account public, whether within the bounds of Platform users or the general public, such Content may be shared by Platform users or the general public outside the scope of Vibe’s privacy protection, and you hereby agree that Vibe shall not be liable for any breach of privacy.

C. Posting Content

You are solely responsible for the accuracy, veracity, suitability, timeliness and reliability of (i) any and all the Content you provide on your Account, (ii) any and all the activities you undertake on the Platform, (iii) any and all Content you create, post, add, present, forward or otherwise represent on the Platform, (iv) any and all Content you share on Third-Party Social Networks using the Platform, and (v) any and all Content you share with other Platform users through the Platform’s messaging service.

By creating and/or posting Content, you represent and warrant that (i) the Content is your own, you own it, and/or you have the right to use it, (ii) you have the right to grant us a license to use the Content, (iii) the Content does not violate any privacy, publicity, technical, commercial protection, or intellectual property rights of any party, or any competition law or youth protection law, (iv) we are not responsible or liable for any claims of infringement of any intellectual property or third-party rights arising out of or in connection with any Content that you post, and you hereby agree to indemnify us in accordance with the terms of Indemnification below, for any such intellectual property and/or third-party claim, and (v) you grant Vibe and its subsidiaries, affiliates, successors, assigns, and sublicensees, a worldwide, perpetual, royalty-free, irrevocable license to use, display, reproduce, make available to the public, distribute, create derivative works of, modify, translate, delete, or publish all Content you post (in whole or in part), and a similar license to use for promotional or commercial purposes all Content you post and make available publicly, without any obligation to make any payment to you or others or to give you credit, for so long as such Content remains on the Platform or Services.  We have the right but not the obligation to monitor and edit all Content provided by users on the Platform. Content found on or through the Platform and Services is the property of Vibe or used with permission.

At all times, you shall also be responsible for maintaining the security, secrecy and confidentiality of your Account, your Account username and password.

Our use of any Content shall be governed by our Privacy Policy. By accepting this Agreement you accept and agree to the terms of our Privacy Policy, which is incorporated herein by reference.

D. Vibe Community Guidelines

The Vibe Platform comprises a growing number of users we would like to call the Vibe community. When you join the Vibe community, there are certain conduct guidelines that you are expected to adhere to, including being considerate and respectful in your interactions with other Platform users. You hereby agree that you will desist from posting (i) illegal and unlawful Content or Content that otherwise promotes, encourages or involves unlawful activity, (ii) pornographic or sexually obscene Content, (iii) threatening, abusive, discriminatory, harassing, hateful, indecent or violent Content towards an individual or a group of people or entity, (iv) defamatory, libelous or otherwise deliberately odious Content, (v) misleading, inaccurate or fraudulent Content, (vi) Content that contains, installs active viruses, malware or other harmful or nuisance code or otherwise may disable or impair the proper functioning of part or the whole of the Platform and its Services, or interferes with other users’ use of the Platform, Third-Party Social Networks or members of the public at large, (vii) unauthorized solicitation of other users’ login Content or Account access information, (viii) unauthorized advertising or other commercial communication, including, without limitation, spam or direct or indirect marketing schemes, (ix) Content that misrepresents or impersonates other persons, entities or users, (x) Content that is associated with attempts to decipher, decompile, or reverse engineer any of the software used to develop the Platform or provide the Services, (xi) Content that encourages any of the above prohibited activities and the violation of this Agreement, the Privacy Policy or any other rules, requirements and guidelines regarding the use of the Platform (the “Prohibited Content”).

Although under no obligation to do so, Vibe may, at its sole discretion, remove any Content that comprises Prohibited Content or that it deems to be in any way objectionable. Vibe may, at its sole discretion, immediately warn you or otherwise suspend, block, terminate or permanently remove, delete, disable, edit or monitor your user Account and/or Content without warning or notice or other recourse to you, and shall thereby not be responsible for the permanent loss of any of your personal or other Content. Despite its foregoing rights, Vibe is under no obligation to suspend, block, terminate or permanently remove, delete, disable, edit or monitor your or any user Account or Content, and any action it takes shall not be deemed to make Vibe responsible for any user Content.

Users may at any time report any user or Content on the Platform or disseminated from the Platform as being inappropriate by contacting help@vibeapp.com. Vibe is under no obligation to act upon any reported Prohibited Content or inappropriate user.

Vibe hereby reserves any and all available rights or remedies.

E. Requirements and Conduct

By using the Platform or Services, you expressly represent and warrant that:

(i) You are legally entitled to enter this Agreement. If you reside in a jurisdiction that restricts the use of the Services because of age, or restricts the ability to enter into agreements such as this one due to age, you must abide by such age limits and you must not use the Platform and Services.

(ii) You have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement. Your participation in using the Services and/or Platform is for your sole, personal use or if you are a Vibe service provider, your professional use. You may not authorize others to use your user status, and you may not assign or otherwise transfer your user Account to any other person or entity.

(iii) You agree to comply with all applicable laws from your home nation, the country, state and city in which you are present while using the Platform or Service.

(iv) You will only use the Services or the Platform for lawful purposes; you will not use the Services for sending or storing any unlawful information, material or for fraudulent purposes.

(v) You will not use the Services or Platform in a manner as to cause nuisance, annoyance or inconvenience.

(vi) You will not impair the proper operation of the network.

(vii) You will not try to harm the Services or the Platform in any way whatsoever.

(viii) You will not copy or distribute the Platform Content or other content without written permission from us.

(ix) You will only use the Platform and Services for your own use and will not resell it to a third party.

(x) You will keep secure and confidential your Account password or any identification we provide you which allows access to the Services.

(xi) You will provide us with whatever proof of identity we may reasonably request.

F. Text Messaging

By creating an Account, you agree that we may send you informational text (SMS) messages as part of the normal business operation of your use of the Services. You may opt-out of receiving text (SMS) messages from us at any time by sending us a message at support@vibeapp.com with the subject STOP SMS with your phone number and your Vibe username in the body of the message. You acknowledge that opting out of receiving text (SMS) messages may impact your use of the Services.

G. Points and Promotional Awards and Points Award Systems

We may, in our sole discretion, create points and promotional awards or point awards systems that may be redeemed for Venue or Event discounts, food and drink-related credit, product credit or other features or benefits related to the Services and/or a third party provider’s services, subject to any additional terms that we establish on a per promotional code or points award system basis (“Points and Promotional Awards“). We have a unique feature on the Platform where we request and collect data such as money spent at a Venue and, at our sole and absolute discretion, use this information to (i) give Points and Promotional Awards to users, (ii) tailor our Services to users, (iii) collect and mine data, and (iv) share data with third parties, whether for our benefit or not. Although Vibe may share such information with third parties, Vibe shall not broadcast it to any users of the Platform or to the general public. Vibe shall not be liable to any user of the Platform should any information Vibe has obtained from them and shared with any third party, eventually be broadcast to all users of the Platform or the general public. This information does not constitute personal information for purposes of these Terms and the Privacy Policy because (i) it can only be obtained by us from users upon request, (ii) it is optional, and users are not in any way compelled to provide it, (iii) when provided to us by a user, it may be kept discrete or may be shared by us with third parties or the user with other Platform users or third parties, at either party’s sole discretion, and (iv) it may or may not lead to the applicable user receiving Points and Promotional Awards, that may or may not be disclosed to third parties. You hereby release Vibe (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all disputes, claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such spending related information, the Points and Promotional Awards surrounding it and its disclosure or nondisclosure by you or us, whether deliberate or unintentional to other users and/or third parties.

The status we give users through the Points and Promotional Awards system, on account of users volunteered information regarding their spending habits and activities or other programs and campaigns we run on the Platform, is allotted at our absolute discretion and cannot be contested by users.

You agree that Points and Promotional Awards: (i) must be used for the intended use and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by us; (iii) may be dependent on such terms and conditions as we in our sole discretion deem to be appropriate, such as how much money and/or time you spend at a Venue, whether or not Vibe requires you to provide evidence such as a receipt or bill, to that effect or make such information public; (iv) may be disabled by us at any time for any reason without liability to us; (v) may be deducted at any time based on parameters we set and change at our discretion; (vi) may only be used pursuant to the specific terms that we establish for such Points and Promotional Award; (vii) are not valid for cash unless we expressly represent that they are; and (viii) may expire prior to your use thereof. Further, we reserve the right to withhold or deduct credits or other features or benefits obtained through the use of Points and Promotional Awards by you or any other user in the event that we determine or believe that the use or redemption of the Points and Promotional Award was in error, fraudulent, illegal, or in violation of the applicable Points and Promotional Award terms or these Terms.

H. Network Access and Devices

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and the Platform and any updates thereto. We do not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services (i) may not be in real time as indicated and may be occasioned by slight or lengthy delays which may affect the timeliness and accuracy of Content you receive at any given time while using the Platform, or (ii) may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

I. Third Party Interactions

 During use of the Platform and Services, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party service providers, advertisers or sponsors, including, without limitation, Venues and Events showing their goods and/or services through the Platform or Services. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable Venue, Event and/or third party. Vibe and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase of goods or services, transaction or promotion between you and any such Venue, Event or third party. Vibe does not endorse any sites on the Internet that are linked through the Services or Platform, and in no event shall we or our licensors be responsible for any content, products, services or other materials on or available from such sites or third party providers. We provide the Platform and Services to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain Venues, Events and third party providers of goods and/or services may require your agreement to additional or different terms and conditions prior to your use of or access to such goods or services, and we disclaim any and all responsibility or liability arising from such agreements between you and said Venues, Events and third party providers. We may compile and release Content regarding you and your use of the Platform or Services on an anonymous basis as part of a user profile or similar report or analysis. You agree that it is your responsibility to take reasonable precautions in all actions and interactions with any third party you interact with through the Service.

In the event you share information and Content from our Platform, any of the Venues or Events with Third-Party Social Networks or other third parties, you agree that we are in no way responsible or liable to you, the Third-Party Social Networks or other third parties in relation to the veracity and accuracy of such information.

IV. Intellectual Property

(A) Copyright Notice

All Content and software included on or used in the Platform is the property of Vibe or its Content or software suppliers, as the case may be, and is protected by United States and international copyright laws. The compilation of all Content on the Platform is the exclusive property of Vibe and is protected by United States and international copyright laws. © 2017, Vibe App, LLC, Delaware, United States – All Rights Reserved.

(B) Trademark Notice

All marks on our Platform including, but not limited to, Vibe, are registered trademarks of ours in the United States and other countries. Vibe and its related graphics, logos, page headers, button icons, scripts, and product and service names included in or made available through Vibe Services and the Platform, are trademarks or trade dress of ours in the United States and other countries. Our trademarks and trade dress may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits us. All other trademarks not owned by us that appear on the Platform are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

(C) Copyright & Trademark Complaints Notice

We respect the intellectual property rights of others, and require all users of our Platform and Services to respect ours as well. If you believe that your work has been copied in a way that constitutes copyright or other intellectual property infringement, please report your alleged infringement as soon as possible, to Vibe’s Copyright Agent: Thomson Gabriele & Ollunga LLP at info@thomsongabriele.com.

(D) Restrictions

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Platform or Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Platform or Services except as expressly permitted by us; (iii) decompile, reverse engineer or disassemble the Platform or Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Platform or Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Platform or Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Platform or Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Platform or Services or related systems or networks thereto.

(E) Ownership

The Platform and the Services and all rights therein are and shall remain our property or the property of our licensors. Neither these Terms nor your use of the Platform and the Services convey or grant to you any rights: (i) in or related to the Platform and/or the Services except for the limited license granted above; or (ii) to use or reference in any manner Vibe’s company names, logos, product and service names, trademarks or services marks or those of our licensors.

(F) Unlawful Activity

We reserve the right to investigate complaints or reported violations of the Terms and to take any action we deem appropriate including, but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any Content necessary or appropriate to such persons or entities relating to your registration data, usage history, posted materials, IP addresses and traffic Content.

V. Disclaimer of Warranties and Limitation of Liability

OUR SERVICES AND ALL INFORMATION, CONTENT (INCLUDING OUR SOFTWARE OR ANY OTHER SOFTWARE), MATERIALS, PRODUCTS AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PLATFORM ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PLATFORM, OR THE INFORMATION, CONTENT (INCLUDING OUR SOFTWARE OR ANY OTHER SOFTWARE), MATERIALS, SERVICES OR OTHER PRODUCTS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PLATFORM, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE PLATFORM, INFORMATION, CONTENT (INCLUDING OUR SOFTWARE OR ANY OTHER SOFTWARE), MATERIALS, SERVICES OR OTHER PRODUCTS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PLATFORM, OUR SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM US ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE PLATFORM AND ANY OF OUR SERVICES, OR FROM ANY INFORMATION, CONTENT (INCLUDING OUR SOFTWARE OR ANY OTHER SOFTWARE), MATERIALS OR OTHER PRODUCTS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH OUR PLATFORM, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

VI. Disclaimers of Certain Damages

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM, OR WITH ANY PROVISION OF THE AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO ANY USER OR ANY THIRD PARTY ON ACCOUNT OF THAT USER’S USE OF THE PLATFORM. IN NO EVENT SHALL WE AND/OR OUR THIRD PARTY PROVIDERS BE LIABLE TO YOU OR ANY SUCH THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE PLATFORM, THE DELAY OR INABILITY TO USE THE PLATFORM, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES (INCLUDING OUR SOFTWARE OR ANY OTHER SOFTWARE), OR FOR ANY INFORMATION, CONTENT, MATERIALS, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE PLATFORM, OR OTHERWISE ARISING OUT OF THE USE OF THE PLATFORM, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF WE OR ANY OF OUR THIRD PARTY PROVIDERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

VII. Electronic Communications

When you visit our Platform, use or purchase any of our Services or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Platform. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

VIII. Indemnity 

To the extent authorized by applicable law, you agree to defend, indemnify and hold us, our officers, directors, employees and agents, harmless against any and all claims, demands, damages, losses, liabilities and costs, including, without limitation, reasonable legal, expert and accounting fees, incurred by us in connect with any claims, actions or demands alleging or resulting from your use of Content (including our software) of the Platform, your direct or indirect breach of these Terms, or your violation of law or of the rights of any third party.

IX. Export Control of Software and Technical Data

The following applies with respect to our software and other Content of a technical nature that you may obtain from the Platform. The United States controls the export of such intellectual property. You agree to comply with such restrictions and not to export or re-export Content (including our software) to countries or persons prohibited under the export control laws. By downloading Content (including our software), you are agreeing that you are not in a country where such export is prohibited and that you are not on the U.S. Commerce Department’s Table of Denial Orders or the U.S. Treasury Department’s list of Specially Designated Nationals. You are responsible for compliance with the laws of your local jurisdiction regarding the import, export, or re-export of the software and/or other Content.

X. General

A. Termination

These Terms are, and are intended to be, a continuing agreement and shall remain in full force and effect. We may, in our sole discretion, terminate, change, suspend, disable, add to or discontinue any aspect of the Platform, its Terms and Services at any time, and without liability to any user. We may restrict, suspend or terminate your use of or access to the Platform and the Services if we believe you are in breach of or are attempting to breach the Terms or applicable law, or for any other reason without notice or liability (including, for example, if we learn that you have provided us with false or misleading Content, or interfered with other users or the administration of our Platform and the Services).

In the event of the termination of the Terms for any reason: (i) the license granted to you in the Terms will immediately terminate; and (ii) you must immediately cease all use of the Platform and destroy or erase all copies of the Platform in your possession or control. All of the sections of the Terms will survive any termination of the Terms. Any use of the Platform after termination is unlicensed and is in violation of the copyright and other rights of Vibe. Vibe and its affiliates reserve the right to refuse service, terminate accounts, remove or edit Content or cancel Points and Promotional Awards in their sole discretion.

B. Local Standards

We do not represent that materials on the Platform are appropriate for use in all locations. Persons who choose to access the Platform do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

C. No Waiver

Our failure to require or enforce strict performance by you of any provision of these Terms or to exercise any right under these Terms shall not be construed as a waiver or relinquishment to any extent of our right to assert or rely upon any such provision or right in that or any other instance.

D. Severability

Should any part of these Terms be rendered or declared invalid by a court of competent jurisdiction, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of these Terms shall remain in full force and effect.

E. Governing Law; Forum and Jurisdiction

You hereby agree that by using the Platform, any action arising between you and Vibe in relation to such use, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflicts of laws, as the same may, from time to time, be in effect, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Any and all disputes or controversies arising under or relating to the interpretation or application of the terms of these Terms or any extension or modification thereof, or the asserted breach thereof by any party, shall be resolved through final and binding arbitration in Kent County, the State of Delaware, by a single arbitrator to be chosen by the American Arbitration Association under its Commercial Arbitration Rules. Any arbitrator so appointed shall be empowered to, in addition to awarding actual money damages (but not punitive damages) against the party found to have violated these Terms, grant in his award, injunctive or other types of equitable relief, to enforce specific performance of these Terms, and to prevent any continuing or further violation of its terms. Judgment upon the award rendered in such arbitration may be entered in any court having jurisdiction there. The cost of such arbitration shall be borne equally by the parties, except that each party shall be responsible for its own attorneys’ fees.

F. Release

Content on Venues gathered on the Platform concerning Venue Metrics and/or such considerations as (i) the gender composition of attendees at a Venue, (ii) the relative magnitude of attendees at a Venue, (iii) the vibrancy of a Venue, and (iv) the dress code and/or relative age, fashion or other restrictive parameters of the Venue, are provided by users in attendance or in the vicinity, and not by us. Therefore, we are not responsible for any inaccuracies, misrepresentations or misleading Content on the Platform as to these elements, which are occasioned by Platform users at or in the vicinity of the applicable Venue and not by us. For instance, Venues classified by users as being very vibrant, may not be as vibrant as anticipated by the time you arrive or at all. In this regard, you hereby release Vibe (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all disputes, claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes misinformation, whether deliberate or unintentional.

Part of the Services comprise an interactive messaging avenue for connecting users with other willing users who may wish to engage over a particular issue, Venue or Event or any issue at all or to otherwise get to know each other, upon applying certain settings. Because we are not involved in the actual substantive communication between willing users, we are not responsible for any inaccuracies, misrepresentations or misleading Content in such communication by willing users, which are occasioned by the engaging Platform users. Users are cautioned that interaction with other users through our messaging Service is at the user’s own risk. Such interaction may lead to in-person encounters, voluntary or otherwise, between users, which could prove to be dangerous to one’s person considering they would be meeting a stranger who may harbor unknown ulterior motives. You are hereby urged to exercise caution. We shall not be liable for any untoward event that may occur following any encounters, voluntary or otherwise, between users who interact using our messaging Service. In this regard, you hereby release Vibe (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all disputes, claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with our interactive messaging Service, whether deliberate or unintentional. We hereby expressly disclaim any liability that may arise between users of this Service.

We are not responsible for the performance of the Platform and make no representations, warranties and/or covenants in that regard, nor do we have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever relating to user connection. We do not have control over the quality, timing or legality of services delivered by Platform users nor of the integrity, responsibility or any of the actions or omissions whatsoever of any users. We make no representations about the suitability, reliability, timeliness, or accuracy of the Services provided on the Platform, whether in public, private, or offline interactions.

G. Entire Agreement.

This Agreement, including, where applicable, all related exhibits, constitutes the sole and entire agreement of the parties regarding the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

H. Further Inquiries

Feel free to direct any questions to us about these Terms, the Platform and our Services, or any other issues, via e-mail at info@vibeapp.com.