Effective Date: July 26th 2024

1. Introduction

Welcome to Vibely! These Terms of Service ("Terms") are a legal agreement between you ("User," "you," or "your") and Vibely LLC ("Vibely," "we," "us," or "our"). By accessing or using our platform, you agree to comply with and be bound by these Terms. If you do not agree to these Terms, please do not use our services.

2. Description of Services

Vibely is a platform designed to connect influencers and content creators with their audiences and monetize their content. Our services include the Vibely website, mobile applications, and other related services (collectively, the "Services").

3. Eligibility

You must be at least 13 years old to use the Services. By creating an account, you represent and warrant that you meet this requirement and that all information you provide is accurate, complete, and up-to-date.

4. User Accounts

4.1 Account Creation: To access certain features of the Services, you must create an account. You agree to provide true, accurate, and complete information during the registration process and to update this information as necessary.

4.2 Account Security: You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. Notify us immediately if you suspect any unauthorized use of your account.

4.3 Account Termination: Vibely reserves the right to suspend or terminate your account at any time, with or without notice, for any reason, including but not limited to a violation of these Terms.

5. Content and Conduct

5.1 User Content: Users may post, upload, and share content on the platform ("User Content"). You retain all rights to your User Content but grant Vibely a non-exclusive, royalty-free, worldwide license to use, display, and distribute your User Content in connection with the Services.

5.2 Prohibited Conduct: You agree not to:

• Post any content that is illegal, harmful, or violates any laws.

• Harass, threaten, or harm other users.

• Use the Services for any unauthorized or illegal purpose.

• Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.

• Interfere with or disrupt the Services or servers or networks connected to the Services.

• Post content that infringes any intellectual property or other proprietary rights of any party.

• Engage in any activity that could harm the reputation or goodwill of Vibely.

6. Payments and Fees

6.1 Subscriptions and Payments: Certain features of the Services may require payment. By subscribing, you agree to pay all applicable fees. We use third-party payment processors, and your payments are subject to their terms and conditions.

6.2 Refunds: Payments are non-refundable unless otherwise stated in these Terms or required by law.

6.3 Taxes: You are responsible for any applicable taxes on fees and charges for the Services.

6.4 Payment Disputes: If you believe there has been an error in your billing, you must notify us within 30 days of the charge to be eligible for a refund.

7. Intellectual Property

7.1 Ownership: Vibely and its licensors retain all rights, title, and interest in and to the Services and all related technology and content, excluding User Content.

7.2 Trademarks: Vibely's name, logo, and related marks are our trademarks. You may not use them without our prior written permission.

7.3 Infringement Claims: If you believe that any content on the Services infringes your intellectual property rights, please contact us at support@vibely.com with the necessary information.

8. Termination

8.1 Termination by You: You may terminate your account at any time by contacting us.

8.2 Termination by Us: We may suspend or terminate your account if you violate these Terms or for any other reason at our discretion.

8.3 Effect of Termination: Upon termination, all licenses and other rights granted to you in these Terms will immediately cease. You will remain liable for all amounts due up to and including the date of termination.

9. Limitation of Liability

To the maximum extent permitted by law, Vibely shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from your access to or use of the Services.

10. Indemnification

You agree to indemnify, defend, and hold harmless Vibely and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from your use of the Services or violation of these Terms.

11. Dispute Resolution

11.1 Governing Law: These Terms and any disputes arising out of or related to them or the Services will be governed by the laws of the State of Delaware, without regard to its conflict of law principles.

11.2 Arbitration: Any legal action or proceeding related to these Terms shall be brought exclusively in the federal or state courts located in Delaware.

12. Changes to Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email or through a notice on our website before the changes take effect. Your continued use of the Services after such changes will constitute your acceptance of the new Terms.

13. Privacy Policy

Your use of the Services is also subject to our Privacy Policy, which covers how we collect, use, and protect your personal information. Please review our Privacy Policy for more details.

14. Contact Us

If you have any questions about these Terms, please contact us at support@vibely.com.

15. Miscellaneous

15.1 Entire Agreement: These Terms constitute the entire agreement between you and Vibely regarding the use of the Services and supersede any prior agreements between you and Vibely relating to your use of the Services.

15.2 Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

15.3 Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Vibely's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

15.4 Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without Vibely's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Vibely may assign or transfer these Terms at its sole discretion without restriction.

15.5 Notices: All notices or other communications provided by Vibely under these Terms will be given by email or by posting to the Services.

By using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.