Last Revised September 1, 2024
HelloCity App Terms of Use
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 “HelloCity” 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 defined below).
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, including the terms of our Privacy Policy available here ("Privacy Policy and collectively with these terms, the “Terms”) and you agree to be bound by them and to comply with all applicable laws and regulations regarding your use of the App and you acknowledge that these Terms constitute a binding and enforceable legal contract between the Company and you.
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 EU citizen 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 parent or legal guardian to enter into these Terms. Please note that the App is intended solely for personal use. Therefore, you hereby represent that you possess the legal authority to enter into these Terms and to form a binding agreement under any applicable law, to use the App in accordance with these Terms, and to fully perform your obligations hereunder.
The App provides You the ability to discover the perfect places to experience life in Miami. Explore, feel the vibe, and book your adventure. It allows |You to discover precisely what’s relevant to you: “Stop using #tags and "keywords" on social platforms is a hassle. With Our HelloCity Smart Search, you'll find the experiences you crave—fast and easy”. The ability to discover the activities is based on the content provided by our Contributors who you can choose to follow and those which we suggest to you through our Services. All information, data and content uploaded or otherwise communicated by contributors via the App, including without limitation all videos or other communications available through the App, shall be referred to hereinafter, collectively, as the “Contributor Content”.
Important notes:
The App may include other content, such as contact information, videos, text, files, logos, button icons, images, data compilations, links, other specialized content, technical data, documentation, know-how, specifications materials, designs, data, the "look and feel" of the App, algorithms, source and object code, interface, GUI, interactive features related graphics, illustrations, drawings, animations, and other 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 its licensors. 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 you or any other person as a result of or in connection with your use of the app and/or the content and/or any decision made or action taken or not taken in connection with the services.
all contributor content , including, but not limited to, text messages, audio, images, videos, is not verified or related in any manner to the company and does not bind us in any form.
the company encourages users to treat each other with respect, and to understand that users are solely responsible for their interactions via the app. the company does not control, and is not responsible for, the way users use the services. the company is not responsible for any, offline and/or online, action or interactions of the users or other third parties. please use your 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 emergency services.
your use of the app and services is entirely at your own risk.
Note: You hereby acknowledge and agree that you may be charged for Internet, cellular charges, maintenance of network connection and data usage charges made through use of the Site and/or App, according to the applicable rates charged by your respective third party Internet and data usage service provider as may be from time to time.
The App shall be available 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 which require registration shall be available only to Users who have completed the registration process and have created an account via the App (the "Account"), all as further detailed 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, full name, whether you are a Spanish speaker, relevant area in Miami which his of interest. Additional information may include: age, whether you are a student or a member of such other group of special interest, whether activities for children 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 time to time.
In order to protect the security of the information (including any User Data) available on your Account, to the greatest extent possible, you must safeguard and not disclose your user name and password, and you must supervise the use of Your Account.
Terminating your Account will cause the loss of your User Data and the capacity of your Account. We do not accept any liability for such loss. Please note that even if you uninstall the App, cease use of the Services or terminate your Account certain metadata which was stored on your device may still be retained on your device.
There are certain conducts which are strictly prohibited when using the App. Please read the following restrictions carefully. Failure to comply with any of the provisions set forth herein may result (at the Company's sole discretion) in the termination of your use of the App and/or Content and/or the Service and may also expose you to civil and/or criminal liability.
Unless otherwise explicitly permitted under these Terms or in writing by the Company, you may not (and you may not permit anyone to): (a) use the App and/or the Services for any illegal, immoral, unlawful and/or unauthorized purposes; (b) use the App and/or the Services for non-personal or commercial purposes; (c) remove or disassociate, from the Content and/or the App and/or the Services any restrictions and signs indicating proprietary rights of the Company or its licensors, including but not limited to any proprietary notices contained in such materials (such as ©,™, or ®); (d) interfere with or violate Users' rights to privacy and other rights, or harvest or collect personally identifiable information about Users without their express consent, whether manually or with the use of any robot, spider, crawler, any search or retrieval application, or use other manual or automatic device, process or method to access the App and retrieve, index and/or data-mine information; (e) interfere with or disrupt the operation of the App or the servers or networks that host the App, or disobey any laws, regulations, requirements, procedures, or policies of such servers or networks; (f) falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that the Company endorses you, your site, your business or any statement you make, or present false or inaccurate information about the App and/or the Service; (g) take any action that imposes, or may impose, an unreasonable or disproportionately large load on our App infrastructure, as determined by us; (h) bypass any measures we may use to prevent or restrict access to the App; (i) copy, modify, alter, adapt, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Content and/or the Services made accessible by the Company on or through 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 human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, transfer, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to the Company's proprietary rights, including the Company's Intellectual Property (as such term is defined below), in any way or by any means; (k) make any use of the Content and/or the Services on any other site or networked computer environment for any purpose without the Company’s prior written consent; (l) create a browser or border environment around the Company'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 access to the App and/or the Content and/or the Services; (n) frame or mirror any part of the App and/or the Services without the Company's prior express written authorization; (o) create a database by systematically downloading and storing all or any of the Content and/or the Services from the App; (p) transmit or otherwise make available in connection with the App any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (q) use the App and/or the Services for any purpose for which the App and/or the Services are not intended; and/or (r) infringe and/or violate any of the Terms.
The App and Service are currently provided free-of-charge. The Company reserves the right to charge fees for use of the App and Services, at any time in the future, at its sole discretion, provided that it notifies you in advance.
The App is intended for Users over the age of thirteen (13). If you are an EU citizen then only if you are at least sixteen (16). We reserve the right to request proof of age at any stage so that we can verify that minors under this age are not using the App. In the event that it comes to our knowledge that a person under the age of thirteen (13) (or sixteen (16) as applicable) is using the App, we will prohibit and block such User from accessing the App.
We respect your privacy and are committed to protecting the information you share with us. We believe that you have a right to 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 information collected are described in detail in our Privacy Policy (available here) which is incorporated herein by reference. You agree that the Company may use and process Personal Information that you provide or make available to it in accordance with the Privacy Policy. IF YOU INTEND TO ACCESS OR USE THE APP OR THE SERVICES, YOU MUST FIRST READ AND AGREE TO THE PRIVACY POLICY.
The App, the Content and the Company's proprietary assets and any and all intellectual property 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 not registered or capable of being registered (collectively, “Intellectual Property”), are owned by and/or licensed to the Company and are protected by applicable patent, copyright and other intellectual property laws and international conventions and treaties. All rights not expressly granted to you hereunder are reserved by the Company and its licensors.
The Terms do not convey to you an interest in or to the Company's Intellectual Property but only a limited revocable right of use in accordance with the Terms. Nothing in the Terms constitutes a waiver of the Company’s Intellectual Property under any law.
Subject to the terms hereof, the Company hereby grants to you, and you accept, a personal, nonexclusive, non-transferable, non-sublicensable and fully revocable limited license to use the App (including the 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 to incorporate the Feedback into any of the Company's current or future services, products or technologies and use same for any purpose all without further compensation to you and without your approval. You agree that all such Feedback shall be deemed to be non-confidential. Further, you warrant that your Feedback is not subject to any license terms that would purport to require the Company to comply with any additional obligations with respect to any or our current or future products, technologies or services that incorporate any Feedback.
The Company’s marks and logos and all other proprietary identifiers used by the Company in connection with the App (“Company Trademarks”) are all trademarks and/or trade names of the Company, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on the App belong to their respective owners (“Third Party Marks”). No right, license, or interest to the Company Trademarks and the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest may be asserted by you with respect thereto and therefore you will avoid using any of those marks, except as permitted herein.
Since you are downloading the App from a third party platform, service provider or distributor (“Platform Provider”), your use of the App may also be governed by usage rules which the Platform Provider may have established and which relate to your use of the App (“Usage Rules”). Certain Usage Rules are described below, but other Usage Rules may Apply, and it is your responsibility to determine what other Usages Rules are applicable to your use of the App. You undertake to comply with all the applicable Platform Provider's Usage Rules and the Usage Rules applicable to your use of the App are incorporated herein by reference. In the event of a conflict between the Terms and the terms of any applicable Usage Rules, which relates solely to the Platform Provider's representations, warranties, restrictions on use of the App, obligations, limitation of liability (to the extent applicable to the Platform Provider) other provisions that impose any responsibility on the Platform Provider, the terms of the applicable Platform Provider's Usage Rules shall prevail. You represent that you are not prohibited by any applicable laws or Usage Rules from downloading and/or using the App. Any download and/or use of the App by anyone prohibited by any applicable laws or Usage Rules from downloading and/or using the App is expressly prohibited.
Apple Inc.
The following applies to you if you downloaded the App from the Apple App Store (“Licensed Application“): You acknowledge and agree that (i) the license granted herein is limited to a non-transferable license to use the Licensed Application on an Apple branded device that you own or control, (ii) these Terms are solely between you and the Company, not Apple Inc. (“Apple“), and that Apple has no responsibility for the Licensed Application or content thereof, (iii) your use of the Licensed Application must comply with Usage Rules established by Apple, as set forth in the App Store Terms of Service effective as of the date you enter into these Terms, except that such Licensed Application may be accessed and used by other accounts associated with you via Apple's Family Sharing or volume purchasing; and (iv) Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application.
In the event of any failure of the Licensed Application to conform to any applicable warranty, you may notify Apple, and Apple will refund you the purchase price you paid, if any, for the Licensed Application. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Licensed Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms of Use and any law applicable to the Company as provider of the App.
The Company and you acknowledge that the Company, and not Apple, is responsible for addressing any claims relating to the Licensed Application or your possession and/or use thereof, including, but not limited to: (i) product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.
You hereby represent and warrant that (i) you are not located in a country that is subject 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 on any U.S. Government list of prohibited or restricted parties.
You acknowledge that, in the event of any third party claim that the Licensed Application or your possession and use thereof infringes that third party's intellectual property rights, the Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. You acknowledge and agree that Apple, and Apple's subsidiaries, 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 will be deemed to have accepted the right) to enforce these Terms of Use against you as a third party beneficiary thereof.
Please note that the Services offered via the App are operated and provided via web configuration.
Google maps
The services include Geo Location features as more fully explained and detailed in our privacy policy. To enjoy the full benefit of the Services we use Google Maps to show you your location and the location of points of interests and activities in your areas. The use of the Services requires the use of Google Maps and so by accessing our application and by using the Services you agree to be bound by Google’s Terms of Service and by Google Google Privacy Policy .
The App may, now or in the future, include social sharing, “liking”, reacting and other features 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").
The Social Features are operated or allow social integration with certain third party social networks or third party platforms (“Social Networks"). These are created and maintained by third parties who are not affiliated with and/or controlled by us. Your use of the Social Features is subject to the applicable third party Social Network terms of use and privacy policies. If you do not agree to the practices described in such terms you should disable our App's integration with such Social Networks, however you may find that you are not able to enjoy all the features available in our App. We are not responsible and has no liability for your use of such Social Networks.
The Company may accept and display via the App advertisements, promotions and paid sponsorships from third parties and may provide to you and/or to the registered Users with benefits provided via third parties. Please note that the Company makes no warranties or representations concerning such advertisements, promotions, sponsorship and benefits whether or not the Company has control over them. The Company may be entitled to certain shares of the earnings from such advertisements, promotions and sponsorship. You agree, acknowledge and consent that you will not be entitled to any compensation with respect to such monetary amounts. The Company assumes no responsibility for such third party advertisements, benefits and sponsorships and will not be liable for any damage or loss, cost or expense incurred to you or any other person as a result of or in connection with third party advertisements, benefits and sponsorships.
The App’s availability and functionality depend on various factors, such as communication networks. The Company does not warrant or guarantee that the App will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or error-free.
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 the Content) without notice, at any time. In addition, you hereby acknowledge that the Content provided under this App may be changed, extended in terms of content and form or removed at any time without any notice to you. You agree that we shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services, this App or the Content included therein. You hereby agree that the Company is not responsible for any errors or malfunctions that 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 its then current policies, it may include automatic updating or upgrading of the App with or without any additional notice to you and the Terms will govern any such Updates unless these are accompanied by a separate license agreement which will prevail, and all references herein to the App shall include such Updates. For clarity, The Company has no obligation to provide Updates.
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 ITS VENDORS, OFFICERS, SHAREHOLDERS, SUB-CONTRACTORS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, LICENSORS, AGENTS AND SUPPLIERS (COLLECTIVELY, "COMPANY'S REPRESENTATIVES"), DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS THAT THIS AGREEMENT CANNOT CHANGE.
ALL RIGHTS IN AND TO THE CONTENT AVAILABLE ON THE APP ARE RESERVED TO THE COMPANY, ITS CONTRIBUTORS OR LICENSORS. 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 YOU OR ANY OTHER PERSON AS A RESULT OF OR IN CONNECTION WITH YOUR USE OF THE APP AND/OR THE CONTENT AND/OR ANY DECISION MADE OR ACTION TAKEN OR NOT TAKEN IN CONNECTION WITH THE SERVICES.
THE COMPANY CLARIFIES THAT IT IS NOT OBLIGATED TO PROVIDE THE SERVICES TO ANY PARTY AND IS NOT OBLIGATED TO APPROVE APPLICATIONS FOR THE SERVICES AT ANY STAGE, EVEN FOR EXISTING USERS, FOR ANY REASON ALL SUBJECT TO APPLICABLE LAW.
THE USER ACKNOWLEDGE THAT AS PART OF THE SERVICES, YOU MAY BE EXPOSED TO CONTRIBUTOR CONTENT FROM DIFFERENT SOURCES, WHICH MAY BE INACCURATE, OFFENSIVE OR INDECENT.
ALL CONTRIBUTOR CONTENT , INCLUDING, BUT NOT LIMITED TO, TEXT MESSAGES, AUDIO, IMAGES, VIDEOS, IS NOT VERIFIED OR RELATED IN ANY MANNER TO THE COMAPNY AND DOES NOT BIND US IN ANY FORM.
WE SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS, COST OR EXPENSE INCURRED TO YOU OR ANY OTHER PERSON AS A RESULT OF OR IN CONNECTION WITH YOUR USE OF OUR APP AND OR THE SERVICES.
YOUR USE OF THE FOREGOING IS ENTIRELY AT YOUR OWN 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 WILL CORRECT ANY ERRORS OR DEFECTS IN THE APP, (III) AND/OR MAKE ANY REPRESENTATION REGARDING THE USE, INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE APP AND/OR THE SERVICES AND/OR CONTENT AVAILABLE THEREON OR THROUGH THE APP (INCLUDING THAT THE RESULTS OF USING THE APP AND/OR SERVICE WILL MEET YOUR REQUIREMENTS, EXPECTATIONS OR BE FREE FROM MISTAKES AND/OR WILL BE EFFECTIVE, ACCURATE OR RELIABLE). THE COMPANY AND THE COMPANY'S REPRESENTATIVES DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE USE OF THE APP AND/OR SERVICES, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY, RELIABILITY OR THE QUALITY 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 THE APP, INCLUDING WITHOUT LIMITATION, THE SERVICES.
WE ARE NOT RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR OTHERS THAT MAY RESULT FROM TECHNICAL PROBLEMS (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION, OVERLOAD OF SERVERS, DELAYS OR INTERRUPTIONS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, IN WHICH CASE THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL THE COMPANY, INCLUDING THE COMPANY'S REPRESENTATIVES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY), INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR DATA AND BUSINESS INTERRUPTION, ARISING HEREUNDER, RESULTING FROM OR ARISING OUT OF THE AND/OR THE CONTENT AND/OR THE SERVICES, YOUR USE OR INABILITY TO USE THE APP AND/OR THE CONTENT AND/OR THE SERVICE AND/OR THE FAILURE OF THE APP TO PERFORM AS REPRESENTED OR EXPECTED, OR FROM ANY CONTENT, OR FROM THE PERFORMANCE OR FAILURE OF THE COMPANY TO PERFORM UNDER THESE TERMS, ANY OTHER ACT OR OMISSION OF THE COMPANY OR THE COMPANY'S REPRESENTATIVES BY ANY OTHER CAUSE WHATSOEVER; OR BASED UPON BREACH OF WARRANTY, GUARANTEE OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER THE COMPANY OR THE COMPANY'S REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, THE COMPANY AND THE COMPANY'S REPRESENTATIVES' TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE APP AND/OR THE SERVICES AND/OR THE CONTENT IS LIMITED TO $US100.00. YOU WILL NOT, AND HEREBY WAIVE ANY RIGHT TO SEEK, TO RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES FROM US AND FROM THE COMPANY'S REPRESENTATIVES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, IN SUCH A CASE THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
You agree to defend, indemnify and hold harmless the Company, including the Company's Representatives from and against any 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 App and/or Content and/or the Services; (ii) your violation of any of these Terms or applicable law; (iii) your violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party, in connection with your use of the App 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 third party with relation to the App and/or Content and/or the Services. It is hereby clarified that this defense and indemnification obligation will survive these Terms.
Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval.
The Company may, at its sole discretion, change the Terms from time to time, including any other policies incorporated thereto, so please re-visit this page frequently. In case of any material change, we will make reasonable efforts to post a clear notice on the App regarding such change. Such material changes will take effect seven (7) days after such notice was provided on our App. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the App on or after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. In the event that the Terms should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice.
At any time, the Company may without notice discontinue your use of the App and/or the Services, at its sole discretion, in addition to any other remedies that may be available to the Company under any applicable law.
Additionally, the Company may at any time, at its sole discretion, cease the operation of the App and/or the Services or any part thereof, temporarily or permanently, delete any information, Content from the App or correct, modify, amend, enhance, improve and make any other changes thereto or discontinue displaying or providing any information, Content or features therein without giving any prior notice. You agree and acknowledge that the Company does not assume any responsibility with respect to, or in connection with the termination of the App's and or the Services' operation and loss of any data. The provisions of these Terms, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these 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.
Applicability of Arbitration Agreement. All claims and disputes arising out of or relating to this Agreement or the use of the App 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 You 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 Your rights of privacy and publicity are not Excluded Disputes.
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.
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.
Authority of the Arbitrator. The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of You 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 Both You and Vibez.
Waiver of Jury Trial. YOU 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. You and Vibez are instead electing to have claims and disputes resolved by arbitration. In any litigation between You and Vibez over whether to vacate or enforce an arbitration award, YOU AND VIBEZ WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
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 USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither You nor Vibez are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth below.
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.
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.
Opt-out. You may opt out of this arbitration agreement. If You do so, neither You nor Vibez can force the other to arbitrate. To opt out, You must notify Vibez in writing no later than thirty (30) days after first becoming subject to this Agreement. Your notice must include Your name and address, the email address and phone number provided upon registration, and an unequivocal statement that You wish to opt-out of this arbitration agreement. You must send its opt-out notice to this address: AppUsers@hellocity.com.
Small Claims Court. Notwithstanding the foregoing, either You or Vibez may bring an individual action in small claims court.
Arbitration Agreement Survival. This arbitration agreement will survive the termination of these Terms.
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.
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.
(a) These Terms constitute the entire terms and conditions between you and the Company relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and the Company, (b) these Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto, (c) no waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof, (d) YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE APP MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED, (e) if any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein, (f) you may not assign or transfer these Terms (including all rights and obligations hereunder) without our prior written consent and any attempt to do so in violation of the foregoing shall be void. We may assign or transfer these Terms without restriction or notification, (g) no amendment hereof will be binding unless in writing and signed by the Company, and (h) the parties agree that all correspondence relating to these Terms shall be written in the English language.
If you have any questions (or comments) concerning the Terms, you are most welcome to send us an e-mail to contactus@hellocity.com.