Terms of Service
Last Updated: January 14, 2021
This is a legal agreement (“Agreement”) between you and Vibely, Inc. (“Vibely,” “Company,” “we,” “us,” or “our”). By using our website, located at http://www.vibely.io (“Site”), our mobile app, and/or other services we provide (collectively, the “Services”, which may also be referred to as “Vibely” as applicable in the context), or otherwise accessing the pages of Vibely, you become a user and agree to, and are bound by, the terms and conditions of this Agreement for as long as you continue to use the Site or Services. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT USE THE SITE OR THE SERVICES. Your use of, or participation in, certain Services may be subject to additional terms, and such terms will be either listed in this Agreement or will be presented to you for your acceptance when you sign up to use such Services.
The Services relate to communities organized by or in connection with community sponsors (such sponsors are referred to herein as “Creators”). The Services consist of (i) interactive content (e.g., community challenges, leaderboards, and related content, including user generated content) and (ii) real-time interaction among community members (“Community Meetups”) (e.g., virtual hangouts and in-person events). Vibely may offer additional services or revise any of the Services, at its discretion, and this Agreement will apply to all additional services or revised Services. Vibely also reserves the right to cease offering any of the Services.
This Agreement is subject to change by Vibely in its sole discretion at any time, with or without notice. Your continued use of this Site or the Services after the posting of revisions to this Agreement will constitute your acceptance of such revisions. Please consult the “last updated” date above to determine when the Agreement was last revised.
- Minimum Age (other than for Community Meetups). You must be at least 13 years old to use the Site or to register for and use the Services. By registering for the Services, you represent and warrant that you are at least 13 years old.
- Minimum Age for Community Meetups. Notwithstanding any other provisions, you must be at least 18 years old to participate in any Community Meetups or use any Services related to Community Meetups. For clarity, anyone younger than 18 are strictly prohibited from participating in any Community Meetups or using any Services related to Community Meetups.
- Criminal History. By requesting to use, registering to use, and/or using the Services, you represent and warrant that you have never been convicted of a felony and/or are not required to register as a sex offender with any government entity. VIBELY DOES NOT CURRENTLY CONDUCT CRIMINAL BACKGROUND SCREENINGS ON ITS USERS. However, Vibely reserves the right to conduct any criminal background check, at any time and using available public records, to confirm your compliance with this subsection.
Use of Site and Services
As a user of the Site or a user registered to use any of the Services (a “Registered User”), you agree to the following:
- Exclusive Use. Your account is for your personal use only. You may not authorize others to use your account, and you may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Vibely is not responsible for third party access to your account that results from theft or misappropriation of your Facebook login credentials you use to sign up for Vibely. You agree to immediately notify Vibely of any disclosure or unauthorized use of your login credentials at firstname.lastname@example.org.
- Geographic Limitations. Using the Service may be prohibited or restricted in certain countries. If you use the Service from outside of the United States, you are responsible for complying with the laws and regulations of the territory from which you access or use the Site or Service. You must not be located in, under the control of, or a national or resident of any country which the United States has (i) embargoed goods, (ii) identified as a “Specially Designated National”, or (iii) placed on the Commerce Department’s Table of Deny Orders. Registration for, and use of, the Services are void where prohibited. To the extent that the Services are not legal in your jurisdiction, you may not use the Services. The Services may not be used where prohibited by law.
- Information Submitted. You are solely responsible for, and assume all liability regarding, (i) the information and content you contribute to the Service; (ii) the information and content you post, transmit, publish, or otherwise make available (hereinafter “post”) through the Services, including text messages, chat, videos, photographs or profile text (hereinafter, “Your Content”; and (iii) your interactions with other Registered Users through the Services. You may not post or transmit to the Company or other users (either on or off the Service) any offensive, inaccurate, incomplete, abusive, obscene, profane, threatening, intimidating, harassing, racially offensive, or illegal material, or any material that infringes or violates another person’s rights (including intellectual property rights, any rights or privacy and publicity).
- Risk Assumption and Precautions. You assume all risk when using the Services, including but not limited to all of the risks associated with any online or offline interactions with others. You agree to take all necessary precautions when meeting individuals through our service. You understand that Vibely currently does not conduct criminal background checks on its users. The company also does not verify the statements of its users. The company makes no representations or warranties as to the conduct of users of their compatibility with any current or future users. Thecompany reserves the right to conduct any criminal background checks or other screens at any time and us available public records. The company is not responsible for the conduct of any user. At no event, shall the company be liable, directly or indirectly, for any losses or damages whatsoever, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Services, including without limitation, death, bodily injury, emotional distress, and/or any other damages resulting in from communications or meetings with other users through the service. You should not provide your financial information or wire or otherwise send money, to other users.
- No Guarantees. Vibely may not be able to provide Community Meetups for everyone seeking to use its services. Further, Vibely makes no guarantees as to the number or frequency of Community Meetups through our service, or to such person’s ability, desire or criteria to communicate with any user. You understand that Vibely makes no guarantees, either explicit or implied, regarding your ultimate compatibility with individuals you meet through our service or as to the conduct of such individuals.
- Reporting of Violations. You will promptly report to Vibely any violation of the Agreement by others, including but not limited to, Registered Users.
- Content Removal. Vibely reserves the right, but has no obligation, to monitor the information or material you submit to the Services or post in the public areas of the Services. Vibely will have the right to remove any such information or material that in its sole opinion violates, or may violate, any applicable law or either the letter or spirit of this Agreement or upon the request of any third party.
- No False Information. You will not provide inaccurate, misleading or false information to Vibely or to any other user. If information provided to Vibely or another user subsequently becomes inaccurate, misleading or false, you will promptly notify Vibely of such change.
- No Advertising or Commercial Solicitation. You will not advertise or solicit any user to buy or sell any products or services through the Site or Services. You may not transmit any chain letters, junk or spam e-mail to other users. Further, you will not use any information obtained from the Services in order to contact, advertise to,solicit, or sell to any user without their prior explicit consent. If you breach the terms of this subsection and send or post unsolicited bulk email, “spam” or other unsolicited communications of any kind through the Services, you acknowledge that you will have caused substantial harm to Vibely, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay Vibely $50 for each such unsolicited communication you send through the Services.
- Unique and Bona Fide Profile. As a Registered User of the Services, you will create only one unique profile. In addition, your use of the Services must be for bona fide participation in the applicable communities in order to maintain the integrity of the Services (for example, you may not become a Registered User solely to compile a report of users in your area, or to write a school research paper). From time to time, Vibely may create test profiles in order to monitor the operation of the Services.
- No Harassment of Vibely Employees or Agents. You will not harass, annoy, intimidate or threaten any Vibely employees or agents engaged in providing any portion of the Services to you.
- Ownership of Proprietary Information. You hereby acknowledge and agree that Vibely is the owner of highly valuable proprietary information, including without limitation, the profiles, and profile questions. Vibely owns and hereby retains all proprietary rights in the Services and the Site, including but not limited to, all Confidential Information.
- No Use of Confidential Information. You will not post, copy, modify, transmit, disclose, show in public, create any derivative works from, distribute, make commercial use of, or reproduce in any way any (i) Confidential Information or (ii) other copyrighted material, trademarks, or other proprietary information accessible via the Services, without first obtaining the prior written consent of the owner of such proprietary rights.
- Other Users’ Information. Other Registered Users may post copyrighted information, which has copyright protection whether or not it is identified as copyrighted. You agree that you will not copy, modify, publish, transmit, distribute, perform, display, commercially use, or sell any Vibely or third party proprietary information available via the Services or the Site.
- License to Posted Content. By providing Your Content, you automatically grant, and you represent and warrant that you have the right to grant, to Vibely and its users, an irrevocable, perpetual, non-exclusive, royalty-free, transferable, worldwide license (with the right to sublicense) to use, reproduce, adapt, modify, publicly perform, publicly display, distribute, transmit, stream, broadcast and otherwise exploit such information and content, and to prepare derivative works of, or incorporate into other works, such information and content. You also irrevocably grant to Vibely the unconditional right to use and exploit your name, user name, social media handle, voice, persona, image, and likeness included or depicted in any of Your Content, without any obligation to you. Except as prohibited by law, you waive any rights of attribution and/or any moral rights you may have in Your Content, even if Your Content is altered or changed in a manner not agreeable to you. Further, you grant to Vibely the right to sublicense and authorize others to exercise any of the rights granted to Vibely under this Agreement. As an example, and without limiting the foregoing, if you upload photos or videos that include yourself onto the Services, Vibely may sublicense the foregoing rights to Creators, and Creators may post the same on their social media channels without any obligation to you.
From time to time, we may create, test or implement new features or programs on the Site (e.g., rating of user photos or profiles by other users) in which you may voluntarily choose to participate, in accordance with the additional terms and conditions of such features or programs. By your voluntary participation in such features or programs, you grant us the rights stated in this subsection in connection with the additional terms and conditions (if any) of such features or programs.
- No Contact Information. You agree that you will not post any e-mail addresses, personal website address or profile page you may have on a third party website, or other contact information in areas other than those specifically designated for this information, or in any other communications you may have with other users. You may, at your discretion, exchange such information after you are mutually connected through the company’s private message line.
- Disclosure By Law. You acknowledge and agree that Vibely may disclose information you provide if required to do so by law, at the request of a third party, or if we, in our sole discretion, believe that disclosure is reasonable to (1) comply with the law, requests or orders from law enforcement, or any legal process (whether or not such disclosure is required by applicable law); (2) protect or defend Vibely’s, or a third party’s, rights or property; or (3) protect someone’s health or safety, such as when harm or violence against any person (including the user) is threatened.
- Use of Anonymous Information for Research. By using the Services, you agree to allow Vibely to anonymously use the information from you and your experiences through the Services to continue Vibely’s research into successful Community Meetups and to improve the Services. This research, conducted by psychologists and behavior research scientists, may be published in academic journals. However, all of your responses will be anonymous, and we will not publish research containing your personal identifying information.
Disclaimer of Warranty
- No Warranties. THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. VIBELY PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS AND GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS,IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES OR THE SITE (INCLUDING ALL INFORMATION CONTAINED THEREIN), INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. VIBELY DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. VIBELY DISCLAIMS LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, THE CONNECTIVITY AND AVAILABILITY OF THE SERVICES.
- Third Party Content. Opinions, advice, statements, offers, or other information or content made available through the Services, but not directly by Vibely, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. VIBELY DOES NOT: (i) GUARANTEE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED ON THE SERVICES, OR (ii) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN VIBELY. UNDER NO CIRCUMSTANCES WILL VIBELY BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM ANYONE’S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE SERVICES, OR TRANSMITTED TO OR BY ANY USERS.
- Beta Features. From time to time, Vibely may offer new “beta” features or tools with which its users may experiment on the Services. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Vibely’s sole discretion. The provisions of this Disclaimer of Warranty section apply with full force to such features or tools.
Limitation of Liability
- Incidental Damages and Aggregate Liability. IN NO EVENT WILL VIBELY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF VIBELY KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- No Liability for non-Vibely Actions. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VIBELY BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER REGISTERED USERS OF THE SERVICES. THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM YOU.
- Information Verification. Vibely and its contractors may use various ways of verifying information that users have provided. However, none of those ways are perfect, and you agree that Vibely and its contractors will have no liability to you arising from any incorrectly verified information.
- Release. To the full extent permitted by applicable law, you agree to release us and our officers, directors, stockholders, employees, consultants, agents, corporate parent, affiliates, subsidiaries, sponsors, Creators, and other third-party partners ( “Released Parties”) from claims, demands, and damages (direct and consequential) (“Claims”), arising out of or in any way connected with any Community Meetups,your interactions with Creators or any users of the Services, and any transactions with a third parties related to the Services. You also agree, to the full extent permitted by applicable law, to release the Released Parties from Claims based on their negligence arising out of or in any way connected with any Community Meetups. The law in some jurisdiction do not allow the release, and so these limits may not apply to you.
You waive and relinquish all rights and benefits that you have or may have under Section 1542 of the California Civil Code or any similar provision of statutory or non-statutory law of any other jurisdiction to the fullest extent permitted by law. Section 1542 of the California Civil Code provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
You acknowledge that some Community Meetups carry inherent dangers, such as the risk of illness, bodily injury, disability, or death. By participating in these events, you understand and agree that you have freely chosen to assume these risks.
You agree to indemnify, defend and hold harmless Vibely, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of (a) your use of or inability to use the Site or Services, (b) any user postings made by you, (c) your violation of any terms of this Agreement or your violation of any rights of a third party, or (d) your violation of any applicable laws, rules or regulations. Vibely reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Vibely in asserting any available defenses.
Complaints / Law Enforcement Contact
To resolve a complaint regarding the Service, you e-mail us at email@example.com.
Communication and Privacy
We may use your email address to send you messages notifying you of important changes to the Services or special offers.
Term and Termination
This Agreement will become effective upon your acceptance of the Agreement by your use of the Site or the Services and will remain in effect in perpetuity unless terminated hereunder. Either you or Vibely may terminate your account at any time,for any reason or no reason, without explanation, effective upon sending written notice to the other party. Vibely reserves the right to immediately suspend or terminate your access to any of the Services, without notice, for any reason or no reason. We also reserve the right to remove your account information or data from our Services and any other records at any time at our sole discretion. In the event your access to any of the Services is suspended due to the breach of this Agreement, you agree that all fees then paid to Vibely by you will be nonrefundable and all outstanding or pending payments will immediately be due. You may terminate your account by visiting Settings page within the app.
Cancellation At Any Time. Except as otherwise stated in this section, you may cancel your registration to any Services at any time during the term of such registration by emailing firstname.lastname@example.org and providing the information requested.
- Controlling Law and Jurisdiction. You agree that Delaware law (without giving effect to its conflicts of law principles) will govern this Agreement, the Site and the Services and that any dispute arising out of or relating to this Agreement, the Site or the Services will be subject to the exclusive jurisdiction and venue of the federal and state courts in Delaware. You acknowledge and agree that any violation of this Agreement may cause Vibely irreparable harm, and therefore agree that Vibely will be entitled to seek extraordinary relief in court, including but not limited to temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that Vibely may have for a breach of this Agreement.
The failure of Vibely to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Site or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
Digital Millennium Copyright Act Notice
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on this Site, please notify Vibely at email@example.com as set forth in the Digital Millennium Copyright Act of 1998 (DMCA). For your complaint to be valid under the DMCA, you must provide the following information in writing: 1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner; 2. Identification of the copyrighted work that you claim is being infringed; 3. Identification of the material that is claimed to be infringing and where it is located on the Site; 4. Information reasonably sufficient to permit Vibely to contact you, such as your address, telephone number, and e-mail address; 5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and 6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner. The above information must be submitted to Vibely.