Terms of Service

These terms of service (“Terms of Service”) govern the provision of the Services (as defined below) by VibesList, Inc. having an address at 706 Mission Street, 23A, San Francisco, CA 94103 (“VibesList” or “we”) through the application VibesList (the “Application”) to users of the Application (“user” or “you”).

By clicking on the “I Accept” button, completing the registration process by creating an Account (as defined below), accessing the Application, or otherwise accessing or using any of the Services, you expressly accept the Application Policies (as defined below), and VibesList’s provision of the Services is expressly conditioned on your acceptance of the Application Policies.

IF YOU SUBSCRIBE TO OUR SERVICES AND PURCHASE A PAID SUBSCRIPTION, THEN THESE TERMS OF SERVICE WILL BE AUTOMATICALLY RENEWED ON A MONTHLY BASIS AT VIBESLIST’S CURRENT FEE FOR SUCH SERVICES, UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 10.

1. Eligibility

The Services shall only be purchased, or otherwise subscribed to, and the Application shall only be accessed for personal use, and not for resale or other commercial purposes, by users who are at least 18 years old. By accessing, browsing or using the Application and/or subscribing to the Services, you represent and warrant that you are of legal age to form a binding contract with VibesList and, in any event, at least eighteen (18) years of age. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THE APPLICATION OR ANY OF THE SERVICES.

2. Services

The Services consist of all of the products and services accessible via the Application, or otherwise made available by us, for purposes of providing recommendations for curated, authentic local spots in several cities worldwide (the “Services”), including without limitation recommendations on vinyl shops, coffee spots, bespoke furniture makers, fashion ateliers, artisan jewelers, and wellness centers (“Curated List”).

As part of the Services, we offer two subscription options that you may choose from: a free subscription plan (“Free Plan”), and a premium subscription plan (“Premium Subscription”, the “Paid Subscription”) (the Free Plan and Premium Subscription, collectively, the “Subscriptions”), which are described below.

Free Plan

Without creating an Account, you will be able to access a free preview of our Curated Lists, which do not provide additional details on Vendors (as defined below), but simply photos of Vendors that may be featured on our Curated Lists. The Free Plan does not provide you with access to the premium features described more fully on the Application, as amended from time to time (“Premium Features”). You may access the Premium Features at additional cost.

Paid Subscription

By creating an Account and paying the Subscription Fee (as defined below), you will get access to the Premium Features based on the plan selected, as follows:

  1. Premium Subscription: By paying $5.45 per month, you will get access to all our Curated Lists for all cities available on the Application.

By choosing a Paid Subscription, you shall pay a monthly fee set forth above, as amended from time to time in VibesList’s sole discretion (the “Subscription Fee”). The Subscription Fee will be charged on a monthly basis, unless the Premium Subscription is cancelled in accordance with Sections 5 and 10 below.

For more information about our Subscriptions and pricing please see the “Subscriptions” or “FAQ” sections on the Application.

Third Party Products

The Services may integrate access to or aspects of Third-Party Products. For purposes of these Terms of Service, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products. For the purposes of these Terms of Service, “Third-Party Products” means any products, content, services, information, websites, integrations, or other materials that are owned by third parties and are incorporated into or accessible through the Services.

3. Account

In order to access the Services, you shall be required to register an account with VibesList through the Application (“Account”). For registering an Account, you must have a valid email address. In registering your Account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by any other persons, including minors, and you will accept full responsibility for any such unauthorized use. You agree to notify VibesList immediately of any unauthorized use of or access to your Account or any other breach of security. If you provide any information that is untrue, inaccurate, not current or incomplete, or VibesList has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, VibesList has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You may establish only one (1) Account per person to participate in the Services, and should VibesList discover that you have opened more than one (1) Account per person, in addition to any other rights that VibesLi

VibesList reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by VibesList, or if you have been previously banned from any of the Services. We reserve the right to deny or rescind any username, in our sole discretion, that we determine to be vulgar, demeaning, obscene, illegal, or claims the identity of another person other than you. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of VibesList.

4. Prohibited Uses of the Services

Unless otherwise permitted under these Terms of Service, you may not: (a) use the Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms of Service or the present Section, or is otherwise threatening, fraudulent, or harmful in any way; (b) use any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from our Services; (c) use or attempt to use another user’s account or information without authorization from that user and us; (d) use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services or that could damage, disable, overburden, or impair the functioning of the Services in any manner; (e) reverse engineer any aspect of the Services, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof, or bypass or circumvent (i) measures employed to prevent or limit access to or use of any part of the Services or (ii) restrictions aimed at deterring or preventing uses of the Services that violate this Section; (f) develop or use any applications or software that interact with the Services without our authorization (such as through our APIs); (g) use any part of the Services to research and develop products, models and services that compete with VibesList; (h) use any part of the Services as input for any machine learning or artificial intelligence technology that is not provided by us; (i) use any part of the Services as part of a dataset that may be used for training, fine-tuning, developing, testing or improving any machine learning or artificial intelligence technology; (j) copy the Application, or use any robot, spider, or other automatic device, process, or means to access the Application for any purpose, including monitoring or copying any of the material on the Application; (k) frame, mirror, or otherwise incorporate the Application or any portion of the Application as part of any other mobile application or service; (l) use any illustrations, photographs, video or audio sequences, or any graphics provided in the Application other than for purposes of using the Services in accordance herewith; (m) delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Application; (n) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application; (o) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; or (p) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application.

5. Prices and Payment Methods

By providing a credit card or other payment method that we accept, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third-party payment processor) to charge your payment method for the total amount of your Subscription or other purchase (including any applicable taxes and other charges) (collectively, as applicable, an “Order”) and to share payment information and instructions required to complete the payment transactions between VibesList, our payment processors, and their third- party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your Order may be suspended or cancelled. You must resolve any payment method problems before we proceed with your Order. If you want to change or update your payment method information, you can do so at any time by logging into your Account. If a payment is not successfully settled and you do not edit your payment method information or cancel your Subscription or Account, you remain responsible for any uncollected amounts and, with respect to your Subscription, authorize us to continue billing the payment method, as it may be updated.

You acknowledge that the amount billed may vary due to promotional offers, preferences you select, changes you make to your Subscription, or changes in applicable taxes or other charges, and you authorize us or our third party-payment processor to charge your payment method for the corresponding amount.

We reserve the right to adjust prices in our sole discretion, at any time and without notice to you; provided, however, that we will provide you with at least thirty (30) days’ advance notice of any price changes with your specific Subscription, along with an opportunity to cancel your Subscription. To the extent that the price of your Subscription changes and you do not agree to the new price, you will have the right to cancel your subscription as provided herein within thirty (30) days after the notice of the price change.

All prices shown on the Application are in U.S. dollars. Any applicable taxes and other fees or charges are not included and are additional to any prices shown on the Application. Prices, taxes or other fees may vary geographically.

All payments made through the Application are secure; for more information on VibesList secure collection of your payment information, please visit our Privacy Policy (“Privacy Policy”). Your Order is confirmed when we send you a confirmation, in the form of a confirmation page or email.

6. No Refunds

All payments are final. NO REFUNDS will be issued and NO EXCHANGES will be accepted, to the fullest extent allowed by applicable law.

7. Changes to the Services, the Subscriptions, or the Premium Features

We may change or discontinue all or any part of the Services, the Subscriptions, or the Premium Features at any time and without notice, at our sole discretion.

8. User Content

You may upload images, videos, text, comments, graphics, enhancement requests, feedback, recommendations etc. (collectively, the “Content”) as part of your use of the Application. IF YOU CHOOSE TO MAKE ANY OF YOUR INFORMATION OR THE CONTENT PUBLICLY AVAILABLE THROUGH THE SERVICES OR OTHERWISE, YOU DO SO AT YOUR OWN RISK. You are solely responsible for the development, content, operation, maintenance, and use of your Content. You shall ensure that all Content, and the use of it by you, complies with these Terms of Service and any applicable laws, rules or regulations.

You hereby grant to VibesList a fully paid, nonrevocable, perpetual, nonexclusive, royalty-free, worldwide, transferable, assignable, and sublicensable right (including any moral rights) and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly or otherwise perform and display, and use your Content to provide the Services (including the trust and safety features therein), to improve the Services, and to develop new services and products. Notwithstanding the foregoing, we will not commercialize your Content on a standalone basis without your permission to do so.

You may not provide Content for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that you have all necessary rights and appropriate consents related to Content to allow VibesList to provide the Services and enforce its rights. You agree not to submit any Content that: (a) infringes the copyright, trademark, patent or any other intellectual property or other proprietary rights of any party; (b) you do not have a right to submit; (c) contains software viruses or any computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (d) poses a privacy or security risk to any person; (e) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, such as “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (f) is threatening, abusive, harassing, tortious, bullying, or excessively violent; (g) is defamatory, libelous, or verifiably false with the purpose of harming others; (h) constitutes hate speech that demeans or promotes discrimination or violence on the basis of race, ethnicity, national origin, gender, gender identity, sexual orientation, religion, age, or other social, physical or mental characteristics; (i) is obscene or pornographic; (j) constitutes sexual harassment; (k) constitutes sexual exploitation or abuse of a minor, including sharing child sexual exploitation or abuse imagery or content, grooming, or sexual extortion; (l) glorifies self-harm, including self-injury, suicide, or eating disorders; (m) promotes terrorism or violent extremism; (n) interferes with or disrupts the Services or servers or networks connected to the Services; (o) in the sole judgment of VibesList, is objectionable or that restricts or inhibits any other person from using or enjoying the Services, or may expose VibesList or its users to any harm or liability; (p) relates to or impersonates any other person; (q) contains any content, personally identifiable information or other information, or materials of any kind that relate or refer to any other person or entity; or (r) if submitted on the Application, would constitute a breach of an agreement between you and any third party or a violation of a governmental order or any applicable law.

We do not undertake to review all Content, and we expressly disclaim any duty or obligation to undertake any monitoring or review of any Content. You agree to defend, indemnify and hold VibesList, its affiliates and subsidiaries, and their respective employees, contractors, consultants, agents, representatives, successors and assigns harmless from any damages, losses, costs, or expenses, including attorneys’ fees, which VibesList may incur as a result of the upload of Content. We take no responsibility and assume no liability for any Content posted by users or any third party, and VibesList does not endorse any statement, idea or representation contained in the Content, nor does it not guarantee the Content’s accuracy, integrity or quality. Although we have no obligation to screen, edit, or monitor Content, we may: (a) delete or remove Content or refuse to post any Content at any time and for any reason with or without notice, including for any violations of applicable law or these Terms of Service; (b) terminate or suspend your access to all or part of the Services, temporarily or permanently, if the Content is reasonably likely, in our sole determination, to violate applicable law or these Terms of Service; (c) take any action with respect to the Content that is necessary or appropriate, in VibesList’s sole discretion, to ensure compliance with applicable law and these Terms of Service, or to protect VibesList’s rights, or to protect any third-party rights, including third-party intellectual property and privacy rights; and (d) as permitted by law, cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any Content on or through the Services.

9. License and Proprietary Rights

Subject to your acceptance and compliance of these Terms of Service, including payment of all applicable fees, VibesList grants you a personal, nonsublicensable, nonexclusive, nontransferable, limited license, solely for so long as you have a valid Account, as applicable, and subject to the applicable usage limits of the applicable Subscription and/or any other restrictions specified on the Application, as may be described more fully on the Application, as amended from time to time, to access and use the Services over the internet, solely for your internal personal, non-commercial purposes and in accordance with the terms of these Terms of Service. You acknowledge and agree that you will comply with all laws, rules, and regulations applicable to the use of the Services.

These Terms of Service do not transfer any right, title or interest in any intellectual property right to you, except as expressly set forth in these Terms of Service. VibesList or its licensors shall own and retain all rights, title and interest in and to (a) any text, graphics, images, music, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; (b) the Application and the Services (including, without limitation, the Premium Features); and (c) any and all modifications, enhancements and updates to the items listed in clause (a) and (b). There are no implied rights. VibesList reserves all rights not expressly granted herein. You acknowledge that any ideas, inventions, suggestions for improvement or discussions submitted by you regarding any aspect of the Services, including, without limitation, the functioning, features, and other characteristics thereof (or any component thereof) (all of the foregoing, collectively, “Feedback”) may be used by VibesList without compensation or attribution to you, and you hereby grant to VibesList, its subsidiaries, affiliates and partners a worldwide, irrevocable, royalty free, non-exclusive, sublicensable and transferable license under all intellectual property rights in and to the Feedback for VibesList to use for any purpose.

10. Automatic Renewal and Termination

PAID SUBSCRIPTIONS CONSIST OF AN INITIAL CHARGE FOLLOWED BY RECURRING MONTHLY CHARGES AS AGREED TO BY YOU HEREUNDER. BY ENTERING INTO THESE TERMS OF SERVICE, YOU ACKNOWLEDGE THAT YOUR PAID SUBSCRIPTION (IF ANY) HAS AN INITIAL AND RECURRING PAYMENT FEATURE AND YOU ACCEPT RESPONSIBILITY FOR ALL RECURRING CHARGES PRIOR TO DEACTIVATION. VIBESLIST MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE NOTICE THAT YOU WISH TO TERMINATE THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE VIBESLIST REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, LOG ON TO YOUR ACCOUNT, EMAIL info@vibeslist.app, OR CALL +1 (628) 292-5674. IF YOUR PAYMENT DETAILS CHANGE, YOUR CARD PROVIDER MAY PROVIDE US WITH THE UPDATED PAYMENT DETAILS. WE RESERVE THE RIGHT TO USE THESE UPDATED DETAILS FOR FUTURE CHARGES IN ORDER TO HELP PREVENT ANY INTERRUPTION TO THE DELIVERY OF THE SERVICES (OR ANY PORTION THEREOF).

ADDITIONALLY, BY SIGNING UP FOR OUR PAID SUBSCRIPTION YOU ARE AGREEING TO RECURRING MONTHLY PAYMENTS FOR AN INDEFINITE TIME UNTIL DEACTIVATED BY YOU OR US, ON THE SUBSCRIPTION TERMS SET OUT IN THESE TERMS OF SERVICE AND IN THE RELEVANT SECTIONS OF THE APPLICATION, SUBJECT TO VARIATION IN ACCORDANCE HEREWITH. YOU CAN DEACTIVATE YOUR SUBSCRIPTION AT ANY TIME. YOU WILL NOT BE CHARGED FOR ANY DEACTIVATION. YOU CAN RE- SUBSCRIBE AT ANY TIME FOLLOWING YOUR DEACTIVATION, BUT WE RESERVE THE RIGHT NOT TO PERMIT RE-SUBSCRIPTION WHERE WE HAVE PREVIOUSLY ELECTED TO TERMINATE A SUBSCRIPTION BY YOU.

FURTHERMORE, YOUR SUBSCRIPTION WILL CONTINUE INDEFINITELY UNTIL TERMINATED IN ACCORDANCE WITH THESE TERMS OF SERVICE. FOLLOWING YOUR INITIAL SUBSCRIPTION PERIOD, AND AGAIN AFTER ANY SUBSEQUENT SUBSCRIPTION PERIOD, YOUR SUBSCRIPTION WILL AUTOMATICALLY COMMENCE ON THE FIRST DAY FOLLOWING THE END OF SUCH PERIOD AND CONTINUE FOR SUCCESSIVE RENEWAL PERIODS OF THE SAME LENGTH, AT THE THEN-CURRENT, NON-PROMOTIONAL SUBSCRIPTION FEE. YOU AGREE THAT YOUR ACCOUNT WILL BE SUBJECT TO THIS AUTOMATIC RENEWAL FEATURE UNLESS YOU DEACTIVATE YOUR SUBSCRIPTION. IF YOU DEACTIVATE YOUR SUBSCRIPTION, YOU MAY USE YOUR SUBSCRIPTION UNTIL THE END OF YOUR THEN-CURRENT SUBSCRIPTION TERM; YOUR SUBSCRIPTION WILL NOT BE RENEWED AFTER YOUR THEN- CURRENT TERM EXPIRES. YOU WILL NOT BE ELIGIBLE FOR A PRORATED REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN-CURRENT SUBSCRIPTION PERIOD. UPON RENEWAL OF YOUR SUBSCRIPTION, IF VIBESLIST DOES NOT RECEIVE PAYMENT FROM YOUR PAYMENT PROVIDER, (A) YOU AGREE TO PAY ALL AMOUNTS DUE ON YOUR ACCOUNT UPON DEMAND, AND (B) YOU AGREE THAT VIBESLIST MAY EITHER TERMINATE OR SUSPEND YOUR SUBSCRIPTION AND CONTINUE TO ATTEMPT TO CHARGE YOUR PAYMENT PROVIDER UNTIL PAYMENT IS RECEIVED (UPON RECEIPT OF PAYMENT, YOUR ACCOUNT WILL BE ACTIVATED AND FOR PURPOSES OF AUTOMATIC RENEWAL, YOUR NEW SUBSCRIPTION COMMITMENT PERIOD WILL BEGIN AS OF THE DAY PAYMENT WAS RECEIVED).

Notwithstanding anything contained in these Terms of Service, we reserve the right, without notice and in our sole discretion, to terminate or suspend your right to access or use the Application, the Services, or the Subscriptions, and to create an Account, at any time and for any or no reason, including, without limitation, any violation of these Terms of Service. If timely payment cannot be charged to your payment provider for any reason, if you have materially breached any provision of these Terms of Service, or if VibesList is required to do so by law, we have the right to, immediately and without notice, suspend or terminate any Services or Subscriptions provided to you. You agree that all terminations for cause shall be made in VibesList’s sole discretion and that VibesList shall not be liable to you or any third party for any termination of your Account. If your registration(s) with or ability to access the Services or the Subscriptions is discontinued by VibesList due to your violation of any portion of these Terms of Service, you acknowledge that you will not be entitled to receive a refund for fees related to those Services or Subscriptions to which your access has been terminated.

Upon termination of these Terms of Service, or suspension or deletion of your Account, the rights and licenses granted to you under hereunder immediately terminate and you shall cease using the Services (or any portion thereof). All provisions of these Terms of Service which by their nature should survive, shall survive termination or suspension of the Services, including without limitation, ownership, confidentiality, and indemnification provisions, warranty disclaimers, and limitation of liability.

11. Confidentiality

Confidential Information” means all trade secrets, know-how, inventions, developments, software and other financial, business or technical information disclosed by or for VibesList in relation to these Terms of Service (if any). Confidential Information does not include any information you can demonstrate is (a) already known by you without restriction, (b) rightfully furnished to you without restriction by a third party not in breach of any obligation, (c) generally available to the public without breach of these Terms of Service, or (d) independently developed by you without reliance on such Confidential Information.

Except for the specific rights granted by these Terms of Service, you shall not access, use or disclose any of VibesList’s Confidential Information without our prior written consent, and you shall use at least the standard of care used to protect your own Confidential Information, but not less than a reasonable standard of care. Without limiting anything herein, the Services features and the Subscriptions pricing are owned by and are Confidential Information of VibesList, and you shall not use any such Confidential Information to create any service, software, documentation or data that is similar to any aspect of the Application or the Services. Promptly after any expiration or termination of these Terms of Service (or at VibesList’s request at any other time), you shall return all Confidential Information, permanently erase all Confidential Information from any storage media and destroy all information, records and materials developed therefrom.

12. Indemnity

You hereby agree to indemnify, defend, and hold VibesList, and its licensors, affiliates and subsidiaries, and each of their respective officers, directors, agents, partners, employees, contractors and consultants harmless from and against any and all damages (whether direct, indirect, incidental, consequential, or otherwise), losses, liabilities, costs, and expenses, including without limitation attorney’s fees, arising out of (i) your use of or conduct in connection with the Services, including without limitation breach of any representation, warranty or other obligation made herein; (ii) disputes between you and third parties in connection with the Application or the Services; (iii) negligence or willful misconduct; (iv) the Content or Feedback; (v) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (vi) your conduct in connection with the Services or the Content.

13. Warranty Disclaimer and Limitation of Liability

YOU ARE SOLELY RESPONSIBLE FOR, AND ASSUME ALL RISKS RELATED TO, THE PROPER AND SAFE USE OF THE SERVICES. AS SUCH, THE SERVICES ARE PROVIDED “AS IS”, “WHERE IS” AND “AS AVAILABLE,” AND VIBESLIST MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SERVICES, INCLUDING ANY THIRD-PARTY PRODUCTS INTEGRATED THEREIN, AND, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, VIBESLIST DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED.

NEITHER VIBESLIST NOR ANY OF ITS AFFILIATES, NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, CONSULTANTS, AFFILIATES, AGENTS OR OTHER REPRESENTATIVES ARE LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND ANY RISK OF INJURY RELATED TO THE FOREGOING RESTS ENTIRELY WITH THE USER. WITHOUT LIMITING THE FOREGOING, VIBESLIST OR ANY THIRD PARTY CONTENT PROVIDERS OR LICENSORS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, CONSULTANTS, AFFILIATES, AGENTS OR OTHER REPRESENTATIVES DO NOT WARRANT THAT THE SERVICE, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) INCLUDED ON OR OTHERWISE MADE AVAILABLE TO USERS THROUGH THE APPLICATION, THE SERVER SUPPORTING THE APPLICATION, OR E-MAILS SENT FROM VIBESLIST WILL BE SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, ACCURATE, COMPLETE, RELIABLE, USEFUL, TIMELY OR CURRENT OR THAT THE APPLICATION WILL OPERATE WITHOUT INTERRUPTION OR ERROR. USER ACKNOWLEDGES THAT VIBESLIST DOES NOT GUARANTEE THE ACCURACY OF DATA CAPTURED THROUGH ITS APPLICATION. VIBESLIST IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING FROM THE CAPTURE, ANALYSIS, OR INTEGRITY OF SUCH DATA UNDER ANY CIRCUMSTANCES. USER ACKNOWLEDGES THAT VIBESLIST IS NOT RESPONSIBLE IN ANY WAY FOR MAINTAINING, SECURING, UPDATING, CHARGING OR REPLACING HARDWARE, OR COMPONENTS OF HARDWARE. USER ACKNOWLEDGES THAT VIBESLIST IS NOT RESPONSIBLE IN ANY WAY FOR FIRE, THEFT, LOSS, DAMAGE OR ANY LIABILITIES ARISING FROM THE HARDWARE USED BY USER TO ACCESS OR USE THE APPLICATION.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT WILL VIBESLIST OR ITS AFFILIATES (INCLUDING, BUT NOT LIMITED TO, THEIR LICENSORS, SERVICE PROVIDERS, DIRECTORS, OFFICERS, AGENTS, PARTNERS, REPRESENTATIVES AND EMPLOYEES) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS, DAMAGE OR CLAIM FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, REVENUE, OPPORTUNITY OR DATA, OR DELAY, EVEN IF FORSEAEABLE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY. ADDITIONALLY, IN NO EVENT SHALL VIBESLIST BE LIABLE FOR DISPUTES ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE APPLICATION, THE SERVICES, OR THE ORDERING, RECEIPT, OR USE OF ANY SUBSCRIPTIONS, OR OTHERWISE RELATED TO THESE TERMS OF SERVICE (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM VIBESLIST, OR FROM EVENTS BEYOND VIBESLIST’S REASONABLE CONTROL, SUCH AS APPLICATION INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS OR OMISSIONS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE).

NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT VIBESLIST IS FOUND LIABLE IN RESPECT OF ANY LOSS, DAMAGE OR CAUSE OF ACTION (WHETHER CONTRACTUAL, EXTRA-CONTRACTUAL OR OTHERWISE) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES (OR ANY PORTION THEREOF) OR THE APPLICATION, VIBESLIST’S LIABILITY SHALL BE STRICTLY LIMITED TO THE GREATER OF: (I) ONE HUNDRED U.S. DOLLARS ($100); OR (II) THE TOTAL MONTHLY PRICE YOU PAID FOR THE SERVICES (IF ANY) DURING THE MONTH PRECEDING THE ACT, OMISSION, OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.

Your reliance on any suggestion, advice, opinion, statement, or other information provided through the Application (the “Materials”) shall be at your sole risk, and to the fullest extent permissible by law, VibesList disclaims all liability and responsibility arising from any reliance placed on the Materials. Further, the Materials may contain inaccuracies and typographical errors (including, without limitation, addresses, opening times, prices, etc.), and VibesList does not guarantee that the Materials will be accurate, current or error-free and disclaims any liability arising from any such errors and inaccuracies. VibesList shall not be responsible and disclaims all liability arising in connection with the services and products provided, or failure to supply any such services and products, by any restaurants, bars, coffee shops, stores, boutiques, ateliers, wellness centers, and any other venue, business, organizer or other vendor featured on a Curated List (collectively, “Vendors”) featured in the Application. Vendors are solely responsible for their interactions with you and any and all claims, injuries, illnesses, damages, liabilities, and costs (“Vendor Claims”) suffered by you as a result of your interaction with or visit to any Vendor or from any promotion, offer, product or service of any Vendor and users must resolve all disputes directly with Vendors. To the maximum extent permitted by applicable law, you hereby release VibesList from any and all such Vendor Claims.

It is agreed and understood that the releases being provided by user shall apply to all unknown and unanticipated claims, as well as those known and anticipated. IN CONNECTION WITH THE FOREGOING, IF YOU ARE A CALIFORNIA RESIDENT, YOU HAVE BEEN MADE AWARE OF, HAVE READ, AND UNDERSTAND THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH 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 EXPRESSLY, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS, BENEFITS, AND PROTECTIONS OF CALIFORNIA CIVIL CODE SECTION 1542 AND OF ANY OTHER APPLICABLE STATE OR FEDERAL STATUTE, COURT DECISION, OR COMMON LAW PRINCIPLE LIMITING THE SCOPE OR EFFECT OF THIS RELEASE. YOU HEREBY SPECIFICALLY ACKNOWLEDGE THAT YOU HAD THE OPPORTUNITY TO DISCUSS THE MEANING, LEGAL EFFECT, AND IMPORT OF THIS RELEASE WITH LEGAL COUNSEL OF YOUR CHOOSING.

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.

14. VibesList Communications

By entering into these Terms of Service or using the Services, you agree to receive communications from us, including via e-mail, in-app message and push notifications. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Account or the use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning VibesList and industry developments. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL EMAILS AS A CONDITION OF USING THE SERVICES.

15. Force Majeure

VibesList shall not be liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including, without limitation, acts of God, war, acts of terrorism, acts of civil or military authorities, floods, accidents, insurrections, riots, embargoes, fires, strikes, delays in transportation, epidemic, pandemic or other public health issue, shortages, failure of any party to perform any contract with VibesList related to the provision of the Services, delay, interruption or suspension of sporting events, blackouts or governmental laws, regulations, orders or actions.

16. Application Policies

For any other legal information concerning your access to, use of, or the way the Application or the Services may use and collect your personal information, please read the Privacy Policy(together with these Terms of Service, collectively, the “Application Policies”).

VibesList reserves the right to amend any portion of the Application Policies at any time and without prior notice to you; as such, please make sure you review the current Application Policies prior to making a purchase on the Application or using the Services. Any amendments or updates to any Application Policies shall be effective upon publication in their respective sections of the Application.

17. Miscellaneous

These Terms of Service and their interpretation shall be governed by the laws of the State of California without regard to its conflicts of law rules. User expressly: (i) agrees that exclusive jurisdiction for resolving any claim or dispute with VibesList relating in any way to use of the Application resides in the State of California; (ii) agrees and consents to the exclusive personal jurisdiction and venue of the courts located in the State of California for any cause of action relating to or arising under this Agreement; (iii) waives any right to a jury trial in any legal proceeding against VibesList; and (iv) agrees to file any cause of action with respect to use of the Application within one (1) year after the claim arises otherwise the cause shall be forever barred.

These Terms of Service, together with the other Application Policies, shall constitute the entire agreement between you and VibesList. The invalidity or unenforceability, in whole or in part, of any provision of these Terms of Service shall not affect the validity or enforceability of any other provision hereof or any other term of the remaining Application Policies. The headings contained herein are for purposes of convenience only and shall not control or affect the meaning or construction hereof.

Effective Date: Dec 07, 2024

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