Vibez Creator Terms of Service

IMPORTANT INFORMATION - PLEASE READ THESE VIBEZ CREATOR TERMS OF SERVICE (the "Agreement") CAREFULLY BEFORE OPENING CREATOR’S ACCOUNT OR CONTRIBUTING CONTENT OR USING THE PLATFORM (DEFINED BELOW). THIS AGREEMENT CONSISTS OF THE TERMS AND CONDITIONS WHICH GOVERN CREATOR’S, A CONTENT CREATOR WHO WISHES TO COLLABORATE HEREIN WITH VIBEZ (“Creator”), COLLABORATION WITH VIBEZ.APP INC. (“Vibez”). BY CREATING AN ACCOUNT WITH VIBEZ OR CONTRIBUTING CONTENT OR USING THE PLATFORM IN ANY WAY OR MANNER, CREATOR AGREES THAT IT IS BOUND BY THIS AGREEMENT.

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IF CREATOR DOES NOT AGREE TO THIS AGREEMENT, CREATOR SHOULD NOT OPEN AN ACCOUNT, CONTRIBUTE CONTENT OR USE THE PLATFORM.  

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Vibez reserves the right at any time to unilaterally modify the Agreement and to impose new or additional terms or conditions on the engagement. In the event of material modifications or additions to the Agreement, Vibez shall notify Creator via email or by means of a prominent notice on its website. BY CONTINUING THE ENGAGEMENT OR TO USE THE PLATFORM OR CONTRIBUTE CONTENT FOLLOWING SUCH MODIFICATIONS, CREATOR AGREES TO BE BOUND BY SUCH MODIFICATIONS.

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ARBITRATION NOTICE. THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE IN SECTION 12 BELOW. EXCEPT FOR CERTAIN TYPES OF DISPUTES, AS EXPLAINED IN SECTION 12, CREATOR AND VIBEZ AGREE THAT DISPUTES BETWEEN THE PARTIES WILL BE RESOLVED BY MANDATORY BINDING INDIVIDUAL ARBITRATION, AND CREATOR AND VIBEZ WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

  1. Grant of Right to Use and Restrictions. ‍
    1. Right to Use. Subject to the terms and conditions of this Agreement, Vibez hereby grants Creator and Creator accepts, a non-exclusive, non-sublicensable and non-transferable right to use the Platform during the term in order to contribute content or see certain analytics, if available. "Platform" means Vibez platform for  consumers to discover things to do around their city in video format. The Platform will present Creator videos about local businesses in the local city. In the Platform Creators can manage their profile, see analytics and upload more content. ‍
    2. Restrictions. Except as expressly permitted herein, Customer shall not, directly or indirectly: (i) sell, license (or sub-license), lease, assign, transfer, pledge, or share the Platform or Creator’s account on the Platform with or to any third party; (ii) disclose, publish or otherwise make publicly available the results of any benchmarking of the Platform; (iii) use the Platform for purposes of competitive analysis or the development of a competing software product or service; (iv) exceed any use limitations or other restrictions that are specified on the Platform or Vibez’s website; (v) contest Vibez’s intellectual property rights to the Vibez IPR (as defined below); (vi) use the Platform for any purpose other than as permitted by this Agreement or attempt to access any part of the Platform or its servers without authorization or by unauthorized means; (vii) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Platform, such as features that restrict or monitor use of the Platform; or (viii) cause or permit any third party to do any of the foregoing. Creator is solely responsible for acquiring and maintaining all of the hardware and software necessary to access and make use of the Platform. 
  1. Creator hereby grants Vibez a non-exclusive, royalty-free, sub-licensable right and license to use, adapt, disseminate, broadcast and make available to the public the Creator Content on the Vibez website, Platform and mobile application, on VibeZ marketing materials, social media channels and use in advertisements, during the term of the engagement herein. When displaying Creator Content publicly, Vibez will make reasonable efforts, when appropriate, to refer to Creator by name and a link to their website or social media page. “Creator Content” shall mean all content shared by Creator or available on the Creator social media accounts that are identified by Creator in its registration form. Vibez does not undertake to use the Creator Content, which decision will be at its sole discretion. Vibez will use the Creator Content only in order to promote Creator’s or its licensors or affiliates’ business or the Platform. Within sixty (60) days of Creator’s written request, Vibez will remove and cease using any Creator Content that is the subject of such request.Warranties and Representations. Each party hereby warrants and represents that it is authorized to enter into this Agreement and perform all of its obligations herein, without conflicting with any other legal obligations. Creator hereby warrants and represents that the Creator Content: (i) does not infringe the rights of any third porty, including intellectual property rights or right to privacy or publicity; (ii) is legal and does not include any content that is pornographic, violent, racist or obscene.‍
  2. Consideration. Unless otherwise agreed, the use of the Platform and the collaboration regarding Creator Content shall be free of payment. If any taxes apply to Creator’s use of the Platform or participation in the collaboration, Creator shall bear such taxes. ‍
  3. Confidentiality. Each party (“Receiving Party”) may have access to certain non-public or proprietary information or materials of the other party (“Disclosing Party”) whether in tangible or intangible form (“Confidential Information”). Without derogating from the foregoing, the Platform and terms of the Agreement shall be deemed as Confidential Information. Receiving Party may use the Confidential Information solely for the purpose of exercising its rights under this Agreement. Receiving Party shall not disclose or make available the Confidential Information to any third party, except to its employees and consultants that have a need-to-know such information and that are bound by obligations at least as protective as provided herein. Receiving Party shall protect the Confidential Information using measures at least as protective as those taken to protect its own confidential information of like nature (but in no event less than a reasonable level of care). Receiving Party will promptly notify Disclosing Party in writing in the event of any actual or suspected unauthorized use or disclosure of any Confidential Information. Confidential Information shall not include: (i) information that was in the public domain at the time of disclosure or becomes in the public domain after disclosure not due to breach of this Agreement by Receiving Party; (ii) information that was already in the possession of the Receiving Party before disclosure herein; and (iii) information disclosed to Receiving Party by any third party who is not subject to confidentiality restrictions. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information that it is required to disclose pursuant to applicable laws or an order of any competent authority or court, provided that Receiving Party shall, if permitted by law, notify Disclosing Party in advance of such disclosure in order to enable Disclosing Party to seek confidential treatment or a protective order. ‍
  4. Ownership. 
    1. Creator or its licensors, as the case may be, retain all right, title, interest in and to the Creator Content and Creator Confidential Information and any modifications thereof and all intellectual property rights thereto ("Creator IPR"). This Agreement does not convey to Vibez an interest in or to any Creator IPR but only the limited right to use the Creator Content pursuant to Section 1.3 above.
    2. Vibez or its licensors retain all right, title, interest in and to the Platform and all related documentation and Confidential Information and any modifications, improvements and derivatives thereof and all intellectual property rights thereto ("Vibez IPR"). This Agreement does not convey to Creator an interest in or to any Vibez IPR but only the limited right to use the Platform pursuant to Section 1.1 above.‍
  5. Feedback. Creator may provide Vibez with feedback regarding the Platform, its use or related services, including without limitation suggestions, ideas, bug notes and user experience reviews (collectively, “Feedback”). Vibez may, at no cost, freely use such Feedback, for any purpose whatsoever and Creator hereby grants Vibez a perpetual, irrevocable, royalty-free, sublicensable right and license to use and exploit the Feedback without any restrictions. ‍
  6. Privacy. Vibez’s privacy policy is available at https://www.vibez.app/privacy-policy-creators. Creator shall ensure to establish the legal basis of processing of the personal information of its personnel who use the Platform and of individuals included in the Creator Content and, if required by law, obtain the consent of such individuals.‍
  7. Disclaimer of Warranty. ‍
    1. THE PLATFORM IS PROVIDED “AS IS”, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIBEZ DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE AND NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PLATFORM OR RELATED SERVICES REMAINS WITH CREATOR. 
    2. VIBEZ DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; OR THAT ERRORS/BUGS ARE REPRODUCIBLE AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM. VIBEZ DOES NOT WARRANT THAT ANY TRAFFIC OR REFERRALS TO CREATOR’S DIGITAL ASSETS OR BUSINESS SITES WILL BE GENERATED. ‍
  8. Limitation of Liability. EXCEPT FOR FRAUD, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY, MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS OR INDEMNIFICATION PURSUANT TO SECTION 10 BELOW, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY OR ITS AFFILIATES, SHAREHOLDERS, SUPPLIERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES AND/OR LICENSORS (COLLECTIVELY, “AFFILIATES”) SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, WHETHER UNDER CONTRACT, TORT OR OTHERWISE, FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION ANY LOSS OF BUSINESS, LOST PROFITS OR LOST OR DAMAGED DATA, SUFFERED BY ANY PERSON OR ENTITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL VIBEZ'S AND ITS AFFILIATES’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED FIVE HUNDRED USD ($500).‍
  9. Indemnification. 
    1. Vibez agrees to defend Creator from and against any and all third party claims alleging that the Platform infringe any intellectual property rights of a third party. Vibez shall indemnify Creator against any damages and losses finally awarded in judgment or settlement as a result of such claim, including reasonable attorney's fees. Vibez shall not have any liability for claims arising from Creator Content.
    2. Creator agrees to defend Vibez from and against any and all claims in respect of Creator Content or any products or services therein. Vibez shall indemnify Creator against any damages and losses finally awarded in judgment or settlement as a result of such claim, including reasonable attorney's fees. 
    3. Indemnifying party’s indemnification obligation shall be subject to the following: (i) indemnified party provides written notice of the claim to indemnifying party promptly after becoming aware thereof; (ii) indemnifying party has sole control of the defense and settlement of the claim; and (iii) indemnified party shall provide reasonable assistance in the defense at indemnifying party’s expense. ‍
  10. Term and Termination. 
    1. The term of this Agreement shall commence upon approval of Creator’s account by Vibez and until termination as set forth herein (“Term”). 
    2. Either party may terminate this Agreement: (i) upon sixty (60) days’ written notice, with or without cause; (ii) upon fourteen (14) days’ written notice, in the event of a material breach by the other party, unless the other party remedies such breach within the notice period.
    3. Upon termination or expiration of this Agreement: (i) the rights granted under Sections 1.1 and 1.3 shall expire; (ii) Receiving Party shall, at Disclosing Party's election, erase or return to Disclosing Party all Confidential Information in its possession or under its control. Sections 1.3, 2-9, 11.3, 12 and 13 shall survive any termination of this Agreement.  ‍
  11. Binding Arbitration‍
    1. Applicability of Arbitration Agreement. All claims and disputes arising out of or relating to this Agreement or the use of the Platform or any services in respect thereof that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis ("Disputes"), except that Creator and Vibez are not required to arbitrate any dispute for enforcement of the indemnification clause ("Excluded Disputes"). Any and all Disputes relating to, arising out of, or in any way in connection with Creator’s rights of privacy and publicity are not Excluded Disputes.
    2. Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association ("AAA"). If the AAA is not available 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 Consumer Arbitration 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 Disputes where the total amount sought is less than $10,000 may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For Disputes where the total amount sought is $10,000 or more, the right to a hearing will be determined by the arbitral forum's rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
    3. Additional Rules for Non-appearance Arbitration. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.
    4. Authority of the Arbitrator. The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of Creator and Vibez. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and this Agreement. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon Creator and Vibez.
    5. Waiver of Jury Trial. CREATOR AND VIBEZ WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, OTHER THAN IN RESPECT OF EXCLUDED DISPUTES. Creator and Vibez are instead electing to have claims and disputes resolved by arbitration. In any litigation between Creator and Vibez over whether to vacate or enforce an arbitration award, CREATOR AND VIBEZ WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
    6. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CREATOR OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CREATOR, BRAND OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither Creator nor Vibez are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 12.12 below.
    7. Confidentiality. No part of the procedures will be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order, or unless required by law. Notwithstanding the foregoing, no party will be prevented from submitting to a court of law any information needed to enforce this arbitration agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
    8. Right to Waive. Any rights and limitations set forth in this arbitration agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.
    9. Opt-out. Creator may opt out of this arbitration agreement. If Creator does so, neither Creator nor Vibez can force the other to arbitrate. To opt out, Creator must notify Vibez in writing no later than thirty (30) days after first becoming subject to this Agreement. Creator’s notice must include Creator’s name and address, the email address and phone number Creator provided when opening an account on the Platform, and an unequivocal statement that Creator wants to opt-out of this arbitration agreement. Creator must send its opt-out notice to this address: creators@vibez.app. 
    10. Small Claims Court. Notwithstanding the foregoing, either Creator or Vibez may bring an individual action in small claims court.
    11. Arbitration Agreement Survival. This arbitration agreement will survive the termination of this Agreement and Creator’s relationship with Vibez.
    12. Venue for Excluded Disputes. Excluded Disputes shall be governed by and construed exclusively in accordance with the laws of the State of Florida, without regard to the principles of conflict of law therein. The parties consent to the exclusive jurisdiction of the competent courts of Miami, Florida in respect of Excluded Disputes and hereby submit themselves to the exclusive jurisdiction of these courts. 
    13. U.N. Convention. The application of the United Nations Convention of Contracts for the International Sale of Goods or other international laws is expressly excluded, whether the claim is in arbitration or at court.‍
  12. Miscellaneous. This Agreement represents the entire agreement between Creator and Vibez regarding the subject matter herein and may be amended only by a written agreement of both parties; the parties may enter into additional written agreements in respect of the subject matter hereof, specifying certain technical or business matters, which will apply together with this Agreement. Vibez may collect, retain, use and transfer aggregate data regarding use of the Platform without any restrictions. The failure of either party to enforce any rights granted herein or to take action against the other party in the event of any breach herein shall not be deemed a waiver by that party. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. Creator may not assign its rights or obligations under this Agreement without the prior written consent of Vibez. Vibez may assign its rights and obligations under this Agreement to an affiliate or in connection with a merger, consolidation, reorganization or sale of all or substantially all of its assets.

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