3230 Market Street
Philadelphia, PA 19104

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©VyB 2019

VyB Technologies Terms of Use

The following are the currently active Terms of Use, last updated May, 31 2019. These terms govern your access to and use of VyB’s products and services (the “Service”) but excludes VyB’s business of allowing companies to connect to the VyB API, which is governed by the API Agreement. By accessing or using the Service, you are agreeing to these terms of use (“Terms”) and entering into a legally binding agreement with VyB Technologies LLC (“VyB”), a New Jersey Limited Liability Corporation. You further agree that you have read, understood, and consent to the Privacy Policy. If you are unwilling or unable to be bound to these terms or the VyB Privacy Policy, do not access or use the Service.

1.    DEFINITIONS
 

a.    Parties: “You,” “your,” and “yourself” refer to you, the User of the Service. “User” or “Users” refers to anyone who uses the Service in any way. “Us,” we,” and “our” refers to VyB and any of its current and future subsidiaries and parents. 
b.    Content: “Content” means any text, reviews, ratings, photos, images, audio, video, and all other data or communication that is uploaded into the VyB mobile application. “Your Content” means any Content that you submit or transmit to, through, or in connection with the Service or that we collect about you related to your use of the Service, including, but not limited to, ratings, reviews, photos, videos, comments, likes, invitations, check-ins, votes, friending and following activity, direct messages, information added to your profile, and location or other device data. “User Content” means Your Content plus all Content that other Users submit or transmit to, through, or in connection with the Service. “VyB Content” means Content that we create and make available through the Service. “Third Party Content” means Content that originates from parties other than VyB or its Users, which is made available through the Service. “Service Content” means all of the Content that is made available to Users through the Service, including Your Content, User Content, VyB Content, and Third Party Content.
c.    App: “App” means the VyB mobile application. “Website” means the homepage and subpages of the VyB website (www.myvyb.io). “Business Service” means the portions of the App and Website only accessible to authorized agents of businesses. “Consumer Service” means all portions of the App and Website, other than those included in the Business Service. 
d.    Accounts: “Consumer Account” means the account that you create or use to access or use the Consumer Service. “Business Account” means the account that you create or use to access or use the Business Service. “Account” means any Consumer Account or Business Account.

2.    CHANGES TO THE TERMS


We reserve the right to make changes to the Terms, and we may do so on occasion. The most current version of the Terms can always be found at www.myvyb.io/terms. You understand and agree that your access to the Service is governed by the Terms effective at the time that you access or use the Service. If we make substantial changes to these Terms, we will endeavor but are not required to notify you by posting a notice on the App or Website, sending you an email, and/or using another method to contact you before the active date of the new Terms. We will also indicate, at the beginning of the Terms policy, the date that the Terms were last updated. Because the Terms are subject to change and are binding upon you whether or not you are aware of changes, you should regularly review the Terms for changes. You understand and agree that your continued access to or use of the Service after the effective date of change to the Terms represents your acceptance of such changes.

3.    USING THE SERVICE


a.    Eligibility: To access or use the Service, you must have the ability and authority to enter into these Terms. You may not access or use the Service if you are a competitor of VyB, are employed at the management level by a competitor of VyB, if we have banned you from the Service, or previously closed your Account.
b.    Permission: You are hereby granted permission by VyB to use the Service subject to these Terms. Your use of the Service is at your own risk. Such risks may include the risk that you are exposed to Content that is offensive, indecent, inaccurate, objectionable, incomplete, fails to provide adequate warning about potential risks or hazards, or is otherwise inappropriate.
c.    Availability: The Service may be modified, updated, interrupted, suspended, discontinued, or sold to another entity at any time without any notice to you and without VyB incurring any liability.
d.    Accounts: You must create an Account and provide required information about yourself in order to use some of the features offered through the Service. You are responsible for keeping your Account password confidential and secure. You are responsible for all activities that occur through or in connection with your Account, even if they were conducted by someone else who accessed your account without your consent. You agree to notify us immediately of any unauthorized use of your Account. We reserve the right to close your Account at any time for any or no reason.
Your Consumer Account is for your personal, non-commercial use only. You may not access any Consumer Account that you did not create. You must provide accurate information about yourself when creating an Account to access the Service. You may not impersonate someone else, provide an email address or phone number other than your own, create multiple Accounts, create or use a Consumer Account for anyone other than yourself, or transfer your Consumer Account to another person.
e.    Communications: By accessing or using the Service, you agree to receive communications from other Users, businesses, and VyB through any means, which may include emails, push notifications, in-app alerts, text messages (including SMS and MMS), and phone calls. These communications may promote VyB or businesses listed on VyB, and may be initiated by VyB, businesses listed on VyB, or other Users. These communications may include paid advertisements. You further understand that communications may be sent using an automatic telephone dialing system, and that you may be charged by your phone carrier for certain communications such as SMS messages. You agree to notify us immediately if the phone number(s) you provided to us has been changed or disconnected. Please note that any communications with VyB may be monitored and recorded.
You can opt of out some communications. To opt out of mobile-app notifications, please disable push-notifications for VyB in your mobile device settings. To opt out of email or SMS notifications, please email us at info@myvyb.io.

4.    CONTENT GUIDELINES
 

Users are prohibited from posting on, submitting to, or transmitting through the Service the following categories of Content (“Content Guidelines”). These guidelines, however, are non-exhaustive.


a.    Inappropriate Content: content containing threats, harassment, lewdness, hate speech, and forms of bigotry
b.    Conflicts of Interest: content that promotes businesses in which you have an interest, including, but not limited to, businesses that you, a friend, or a relative owns, businesses that employ you, or businesses with which you share a common affiliation
c.    Competing Establishments: content that disparages businesses with which you may compete
d.    Compensated Content: content for which you have received any form of monetary or non-monetary compensation in return for posting, including, but not limited to, payment, discounts, coupons, freebees, rebates, or return favorable reviews
e.    Promotional Content: content promoting a good, service, or business, except for businesses posting information through their Business Accounts as expressly permitted by VyB
f.     Relevancy: content not relevant to the consumer experience at a business, including, but not limited to, content about a business’s employment practices, political ideologies, extraordinary circumstances, or other matters that don't address the core of the consumer experience
g.    Privacy: content including the private or personal information of others, including but not limited to a person’s full name or picture of their face, except when expressly authorized or permitted
h.    Intellectual Property: Content that you do not own, including content that is covered by third party copyright, trademark, patent, or trade secret protections
i.    Extracting Payment: Content posted for the purpose of extracting payment from a business in exchange for modifying or removing said content

 

5.    CONTENT
 

a.    Responsibility for Your Content. You are solely responsible for Your Content, and once posted to VyB, it may not always be withdrawable. You assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, or reliability, and any risks associated with personal information you share. You represent that you own or have permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way endorsed or sponsored by VyB. You may expose yourself to liability if, for example, Your Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; violates or advocates the violation of any law or regulation; or violates these Terms. This list is not exhaustive.
b.    Our Right to Use Your Content. By using the Service, you hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use Your Content for any purpose. You also irrevocably grant the Users of the Service and others who we allow to use Your Content in connection with their own websites and media platforms the right to access Your Content. Finally, you irrevocably waive, and cause to be waived, against VyB and its Users any claims and assertions of moral rights or attribution with respect to Your Content. For the purposes of this paragraph, “use” means use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, and distributing it. By using this service, you are granting us expansive legal rights to use Your Content. However, our actual use of User Content at any time is reflected in the Privacy Policy.
c.    Ownership. VyB makes no claims of ownership of Your Content. However, we own the VyB Content and all other elements and components of the Service (“VyB Property”), excluding Your Content, User Content and Third Party Content. VyB Property includes, but is not limited to, VyB Content plus visual interfaces, interactive features, graphics, design, compilations, trade names, service marks, computer code, products, software, aggregate User review ratings, recommendation software, and verification systems. VyB Property may be protected by copyright, trade dress, patent, trademark, trade secret, and any other applicable intellectual property or proprietary rights laws. As such, you may not make, use, sell, import, disclose, license, copy, publish, modify, reproduce, distribute, create derivative works or adaptations of, publicly display, mark goods or services with, or in any way use or exploit any of the VyB Property in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Service and the VyB Property are retained by us.
d.    Advertising. VyB and its advertisers, may publicly display advertisements, paid content, and other information close to or in association with Your Content in the VyB Service.  Our licensees may also access Your Content from the VyB Service and use it on their own third-party websites for promotional purposes. You are not entitled to and will not receive any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without notice to you.
e.    Other. User Content (including any Content that may have been created by Users employed or contracted by VyB) does not necessarily reflect the opinion of VyB. We reserve the right to remove, screen, edit, or reinstate User Content at our sole discretion for any reason or no reason, and without notice to you. For example, we may remove a review if we believe it violates our Content Guidelines under section 4. Unless described otherwise in VyB’s Privacy Policy or otherwise required by law, we have no obligation to retain or provide you with copies of Your Content, and we do not guarantee any confidentiality with respect to Your Content.

6.    COUPONS


Any coupons that VyB or businesses listed on VyB may issue in connection with the Service are non-transferable (unless required by law), not redeemable for cash or any other consideration, and automatically expire thirty (30) days after the issue date, unless otherwise specified. If your Account is terminated, you will not be able to use any unexpired and unused coupons, and any such coupons will automatically terminate and cannot be redeemed unless required by law.

7.    REPRESENTATIONS AND WARRANTIES


Sections 7(a) and 7(b) apply to all Users. If you have a Business Account, Sections 7(c) and 7(d) apply to you as well. If you have a Business Account, to the extent that Sections 7(c) and 7(d) conflict with Sections 7(a) and 7(b), Sections 7(c) and 7(d) shall control.


a.    You represent and warrant that:
        i.    You have read and understood our Content Guidelines listed in section 4 above; and
        ii.    You have read and understood our Privacy Policy.
b.    You also represent and warrant that you will not, and will not assist, encourage, or enable others to use the Service to:
        i.    Violate the Terms, including the Content Guidelines;
        ii.    Post any inaccurate, fake, or defamatory reviews, trade reviews with others, or compensate someone or be compensated to post, withhold, modify, or remove a review;
        iii.    Post reviews of establishments that you have not recently, personally patronized; 
        iv.    Attempt to bypass or manipulate the VyB system designed to authenticate ratings (“Verification System”), including, but not limited to, spoofing a device’s GPS location, IP address, operating system information, or other device information; 
        v.    Remove, damage, or distribute QR codes designed to authenticate a User’s location (“Business QR Codes”), unless expressly permitted otherwise by VyB;
        vi.    Reverse engineer any portion of the Service, including but not limited to the proprietary rating Verification System, unless applicable law prohibits this restriction;
        vii.    Violate any third party’s rights, including, but not limited to, any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
        viii.    Threaten, stalk, harm, or harass others, or promote any form of discrimination;
        ix.    Promote a business or other commercial venture or event for personal gain, or otherwise use the Service for commercial purposes, except in connection with a Business Account in compliance with the Terms;
        x.    Engage in mass messaging to other users; 
        xi.    Attempt to manipulate the Service’s search results or review prominence;
        xii.    Solicit personal information from minors, or submit or transmit pornography;
        xiii.    Access the Service in any manner if you are a minor under the age of 13;
        xiv.    Submit or transmit any personal information about a minor under the age of 13;
        xv.    Violate any applicable law;
        xvi.    Modify, adapt, reproduce, distribute, appropriate, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Service or Service Content (other than Your Content), except as expressly authorized by VyB;
        xvii.    Use any spider, robot, service, application, or any other automated device, process, or means to access, retrieve, scrape, or index any portion of the Service or any Service Content;
xviii.    Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Service or on any materials printed or copied from the Service;
        xix.    Record, mine, or process information about Users;
        xx.    Access, index, download, copy, or retrieve any portion of the Service for purposes of creating or populating a searchable database of business reviews; 
        xxi.    Attempt to gain unauthorized access to the Service, Accounts, computer systems, or networks connected to the Service through hacking, phishing, password mining, or any other means; 
        xxii.    Take any action that imposes, or may impose, in our sole discretion, an unreasonable or large load on VyB’s technology or infrastructure or otherwise make excessive traffic demands of the Service, including but not limited to denial of service attacks;
        xxiii.    Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, the rating Verification System, features that prevent or restrict the use or copying of Service Content, or features that enforce limitations on the use of the Service; or
        xxiv.    Cause any harm to the Service or Service Content; or 
        xxv.    Use any device, software, or routine that interferes or otherwise attempts to interfere with or disturb the functionality of the Service;
        xxvi.    Use the Service to transmit any computer viruses, worms, defects, Trojan horses, malicious code, spyware, malware or other items of a destructive or harmful nature;
        xxvii.    Use the Service to disturb the security of any computer or computer network or to crack passwords or encryption codes; 
c.    If you have a Business Account, you further represent and warrant that:
        i.    You have authority to act on behalf of the business for which the Business Account was created (“Business”) to both enroll the business in a VyB Business Account and agree that the business will abide by these Terms; 
        ii.    You will only access the Business Service to the extent you are authorized by the business to do so;
        iii.    You will not use the Consumer Service to conduct business activities in any manner, including flagging reviews of your business, liking reviews, commenting on reviews, or messaging Users who have left reviews;
        iv.    Your business complies with all applicable laws and does not offer or advertise any illegal products or services for sale or lease;
        v.    You agree that we may contact you in any manner, including but not limited to phone, email, postal service, SMS-messages, or in-app notification, using any contact information that we have access to, including information that you may not have provided to us;
        vi.    You will not and have not included any non-disparagement clauses in any of your consumer contracts, such as contracts that prohibit or restrict the ability of your customers to post reviews about your business, and will not attempt to enforce any such non-disparagement or gag clauses against any consumers under any circumstances in connection with their use of the Service.
        d.    If you have a Business Account you also represent and warrant that you will not, and will not authorize, encourage, or induce another party to:
        i.    Provide incentives to consumers for writing, removing, or not writing a review on the Service, including but not limited to payments, discounts, freebies, gift cards, refunds, contest entries, coupons, offers, or deals, and you understand and acknowledge that VyB may publicly warn its Users if it becomes aware of your engagement in such practices;
        ii.    Ask for or solicit reviews to be posted on the Service from your customers in any manner without VyB’s express authorization;
        iii.    Write reviews on the Service for your Business or your competitors’ businesses or comment on such reviews;
        iv.    Compensate any party for taking any action in an attempt to circumvent VyB’s recommendation or Verification Systems;
        v.    Place your Business QR Codes in locations, other than on physical receipts, that may be easily removed from your physical establishment;
        vi.    Distribute materials, other than receipts, that contain your Business QR Code, or otherwise enable access to your Business QR Code at any location other than your physical establishment; 
        vii.    Attempt to create automated, fraudulent, or otherwise improper ad impressions, clicks, inquiries, conversions, or other actions;
        viii.    Use any automated means or form of scraping or data extraction to access, query or otherwise collect data, content and/or reviews from the Consumer Service or the Business Service, except as expressly permitted by VyB;
        ix.    Use any VyB trademarks in any manner without VyB prior written consent; or
        x.    Misrepresent or mislead others about your identity or affiliation to anyone, through your use of the Service.

 

8.    RECOMMENDATION SOFTWARE
 

a.    You understand and acknowledge that in some cases the software that we use to recommend businesses and reviews, may fail to accurately promote the most useful reviews, or the most highly reviewed business. You understand and acknowledge that our Verification System may fail to remove or prevent Users from posting illegitimate reviews, and that it may inadvertently remove or prevent Users from posting legitimate reviews. You understand and acknowledge that purchasing any advertising or other paid services from us will not influence our Recommendation Software or Verification System and will not in any way enable you to modify the prominence or content of reviews.  

 

9.    FEEDBACK


By sending us any ideas, feedback, suggestions, documents, or proposals (“Feedback”), you agree that


a.    your Feedback does not contain any confidential or proprietary information not owned or controlled by you, 
b.    we are under no obligation of express or implied confidentiality, with respect to the Feedback, 
c.    we may have already received the Feedback from another party, or may independently have similar ideas under development or consideration, 
d.    we have no obligation to review, consider, or implement the Feedback you provide, or to return to you any part of the Feedback,
e.    we are under no obligation to provide you compensation for the Feedback, unless expressly provided in writing otherwise, and 
f.    you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide, assignable, sublicensable, transferable license to make, use, sell, import, publicly disclose, modify, prepare derivative works of, publish, distribute and sublicense the ideas or information contained within the Feedback, and you irrevocably waive, and cause to be waived, against VyB and its Users any claims and assertions of any moral rights contained in such Feedback.

 

10.    THIRD PARTY CONTENT AND SERVICES
 

The Service may host Third Party Content or include links to other websites or applications (each, a “Third Party Service”) that may be helpful to you. We do not control, endorse, or sponsor any Third Party Content or Third Party Service, and you agree that we are not in any way responsible for the availability, accuracy, or content of any such Third Party Content or Third Party Service. Your use of and reliance on any Third Party Content or Third Party Service is wholly at your own risk.
Some of the services made available through the Service and Third Party Services may be subject to additional third party terms of service, privacy policies, licensing terms, and disclosures, and other terms, conditions, or policies. It is your responsibility to review and familiarize yourself with any such applicable third party terms, conditions, and policies.

 

11.    INDEMNITY
 

You agree to indemnify, defend, and hold harmless VyB, its current and future parents and subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents, contractors and representatives of each of them (collectively, the “VyB Entities”) from and against any and all third party claims, actions, demands, losses, damages, costs, liabilities and expenses (including but not limited to attorneys’ fees and court costs) arising out of or relating to: (i) your access to or use of the Service, including Your Content, (ii) your violation of the Terms, (iii) your breach of your representations and warranties under these Terms, (iv) any products or services purchased or obtained by you in connection with the Service, (v) your products or services, or the marketing thereof to Users, or (vi) the infringement by you, or any third party using your Account, of any intellectual property or other right of any person or entity. VyB reserves the right to, at your expense, assume the exclusive defense of, control of, and right to settle without your consent, any matter for which you are required to indemnify us, and you agree to cooperate with our defense of any such claim. You agree not to settle any such matter without the prior written consent of VyB. We will use reasonable efforts to notify you of any such claim, action or proceeding after we become aware of it.

 

12.    DISCLAIMERS AND LIMITATIONS OF LIABILITY
 

PLEASE READ THIS SECTION WITH EXTREME CARE BECAUSE IT LIMITS THE LIABILITY OF THE VYB ENTITIES TO YOU. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS AND ENTERING INTO THIS CONTRACT. EACH OF THE BELOW SUBSECTIONS APPLIES TO THE MAXIMUM PERMISSIBLE EXTENT UNDER APPLICABLE LAW. NOTHING INCLUDED IS INTENDED TO LIMIT ANY RIGHT THAT YOU HAVE THAT MAY NOT BE LAWFULLY LIMITED. BY ACCESSING OR USING THE SERVICE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO ALL TERMS, INCLUDING THIS SECTION.


a.    THE SERVICE AND SERVICE CONTENT ARE MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS,” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE VYB ENTITIES MAY NOT MONITOR, CONTROL, FILTER, OR VET USER CONTENT OR THIRD PARTY CONTENT. AS SUCH, YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE VYB ENTITIES MAKE NO PROMISES ABOUT THE COMPLETENESS, QUALITY, ACCURACY, OR RELIABILITY OF THE SERVICE, ITS SAFETY OR SECURITY, OR THE SERVICE CONTENT. THE VYB ENTITIES ARE NOT LIABLE TO YOU FOR ANY AND ALL PERSONAL INJURY, LOSS, OR DAMAGE THAT MAY ARISE IN CONNECTION WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO, FROM THE SERVICE’S INOPERABILITY, IMPAIRMENT OF DEVICES USED TO ACCESS THE SERVICE, SERVICE UNAVAILABILITY, INADVERTENT DISCLOSURE OF PERSONAL INFORMATION, SECURITY VULNERABILITIES, OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, REVIEWS (INCLUDING THEIR CONTENT OR OMISSION OF CONTENT, ORDER, AND DISPLAY), METRICS, OR OTHER CONTENT FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SERVICE.
b.    THE VYB ENTITIES MAKE ABSOLUTELY NO CLAIMS OR ASSURANCES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON THE SERVICE OR THE SERVICE’S USERS. THE VYB ENTITIES ARE NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS, OR DAMAGE THAT MIGHT ARISE FROM ANY SUCH THIRD PARTY’S ACTIONS OR OMISSIONS, INCLUDING, BUT NOT LIMITED TO, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY, OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES OR ADVERTISERS LISTED OR FEATURED ON THE SERVICE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SERVICE IS AT YOUR OWN DISCRETION AND RISK, AND VYB IS IN NO WAY LIABLE FOR ANY HARMS THAT MAY RESULT.
c.    YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION IN ANY WAY WITH THE SERVICE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE TERMINATION AND DISCONTINUATION OF YOUR ACCESS TO, OR USE OF THE SERVICE.
d.    THE VYB ENTITIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU MAY SUFFER IN CONNECTION WITH THE SERVICE OR THESE TERMS IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE VYB ENTITIES IN CONNECTION WITH THE SERVICE IN THE 6 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.
e.    THE VYB ENTITIES WILL NOT BE LIABLE FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS OR REVENUE, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, (v) LOSS OF DATA OR INFORMATION, OR (vi) LIABILITY WITH RESPECT TO ANY CONTENT POSTED ON ANY VYB BUSINESS PAGES FOR YOUR BUSINESS.
f.    IF YOU HAVE A BUSINESS ACCOUNT, YOU UNDERSTAND THAT THE FEDERAL COMMUNICATIONS DECENCY ACT (47 U.S. CODE § 230) LIMITS THE LIABILITY OF INTERACTIVE COMPUTER SERVICES, LIKE VYB, FOR THEIR ROLE IN PUBLISHING THIRD-PARTY CONTENT, INCLUDING CONSUMER REVIEWS. ADDITIONALLY, SOME STATES HAVE ANTI-SLAPP LAWS THAT MAY REQUIRE YOU TO PAY VYB’S ATTORNEYS' FEES IF YOU ATTEMPT TO IMPOSE SUCH LIABILITY ON VYB THROUGH LEGAL PROCEEDINGS.

 

13.    CHOICE OF LAW AND VENUE
 

a.    Delaware law will govern these Terms, as well as any claim, cause of action or dispute that might arise between you and VyB (“Claim”), without regard to any conflict of law provisions. FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN PHILADELPHIA, PENNSYLVANIA.
b.    You agree that any subpoena, third-party discovery request, or other third-party process directed to VyB must issue from, or be domesticated by, the state or federal courts located within the city of Philadelphia, PA.
c.    Attorneys’ fees and court costs shall be awarded against any party that pursues any Claim or third-party process in a manner contrary to this Section without the other party’s written consent.

 

14.     TERMINATION
 

a.    You may terminate the Terms at any time by closing your Account, discontinuing any access to or use of the Service, and providing VyB with written notice of termination at info@myvyb.io.
b.    WE MAY CLOSE YOUR ACCOUNT, PERMANENTLY DELETE YOUR CONTENT, SUSPEND YOUR ABILITY TO USE CERTAIN PORTIONS OF THE SERVICE, TERMINATE ANY LICENSE OR PERMISSION GRANTED TO YOU HEREUNDER, AND/OR BAN YOU ALTOGETHER FROM THE SERVICE FOR ANY OR NO REASON,WITHOUT CAUSE, AND WITHOUT NOTICE TO YOU OR LIABILITY TO VYB OF ANY KIND. Any such action could prevent you from accessing your Account, the Service, Service Content, or any other related information and may further result in the permanent deletion of Your Content and any related data.
c.    In the event of any termination of these Terms, whether by you or us, whether with or without cause, Sections 1, 5, 7, 8, 11-13, 14.c, 15, and 16.d-16.h of the Terms of Service will continue in full force and effect.

 

15.    CLASS ACTIONS

 

You and VyB agree that each may bring or participate in claims against the other only in their respective individual capacities, and not as a plaintiff or class member in any purported class or representative proceeding. Unless both you and VyB agree otherwise, you may not attempt to consolidate or join the claims of other persons or parties who may be similarly situated and will not request that a court otherwise preside over any form of a representative or class proceeding. 

16.    GENERAL PROVISIONS
 

a.    Except as stated in section 10, nothing is intended or should be construed to confer rights or remedies upon any third party. 
b.    We reserve the right to modify, update, sell, transfer ownership of, or discontinue the Service at our sole discretion, at any time, for any or no reason, and without notice to you or liability to VyB. 
c.    These Terms, taken together with the Privacy Policy, embody the entire agreement between you and us regarding the use of the Service and supersede any prior agreement between you and us over similar subject matter. Both parties acknowledge that no reliance has been or will be placed on any representation made but not expressly included in these Terms or another subsequent writing executed by both parties.
d.    Any failure by VyB to exercise or enforce any right or provision of the Terms does not constitute a waiver of such. The Terms may not be waived, except pursuant to a writing executed by VyB.
e.    If any provision of the Terms is found to be unenforceable or invalid by a court with valid jurisdiction, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.
f.    The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by anyone except with VyB’s prior written consent, but WE MAY ASSIGN OR TRANSFER ANY AND ALL RIGHTS OR OBLIGATIONS UNDER THESE TERMS, OR THESE TERMS AS A WHOLE TO ANY ENTITY WITHOUT RESTRICTION OR NOTICE. Any attempted assignment by you shall violate these Terms and such assignment shall be deemed void.
g.    You agree that no joint venture, partnership, employment, agency, special or fiduciary relationship exists between you and VyB as a result of these Terms or your use of the Service.
h.    The section titles are to be given no legal effect and are included only for reader convenience.