VIBES + LOGIC
TERMS OF USE
Last Updated: March 25, 2026
1. Introduction and Acceptance
This Agreement is between you (the "User," "you," or "your") and Vibes & Logic, Inc., a Delaware corporation ("Company," "Vibes + Logic," "we," "us," or "our"). These Terms of Use (the "Terms") expressly incorporate any other documents referenced herein (including our Privacy Policy) and govern your access to and use of our websites (including vibesandlogic.com), mobile applications, and all content, functionality, features, and services offered on or through our platform (collectively, the "Services").
IMPORTANT NOTICE: THE SECTIONS BELOW TITLED "BINDING ARBITRATION" AND "CLASS ACTION WAIVER" CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM CAREFULLY.
Please read these Terms carefully, as they set out your rights and responsibilities when you use the Services. By accessing or using the Services, creating an account, or otherwise manifesting your assent to these Terms, you agree to be bound by these Terms and all terms incorporated herein by reference. If you do not agree to these Terms, you must not access or use the Services.
You hereby certify that you are at least eighteen (18) years of age (or the age of majority in your jurisdiction, whichever is greater) and are legally capable of entering into binding contracts. If you are using the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.
We reserve the right to change or modify these Terms at any time and in our sole discretion. If we make material changes to these Terms, we will provide notice through the Services or by other means. You agree and understand that by accessing or using the Services following any change to these Terms, you are agreeing to the revised Terms and all terms incorporated therein by reference. We recommend that you review the Terms each time you access the Services to ensure that you understand how the Terms apply to your activities.
2. Description of Services
2.1 Platform Overview
Vibes + Logic is a music and entertainment platform that offers users a variety of features and functionalities, including:
(a) User-Generated Content. The ability to upload, share, and view user-generated audiovisual recordings of concert clips and music performances ("User Content").
(b) Artist Content. Access to artist-provided audiovisual recordings of musical concerts and performances ("Artist Content").
(c) AI-Generated Visual Backgrounds. AI-powered technology that generates visual backgrounds and effects for music performances ("AI Visual Features").
(d) AI Chatbot. An AI-powered conversational assistant that interacts with users, answers questions, and provides recommendations related to the Services ("Lumens").
(e) Connected Device Synchronization. The ability to synchronize the Services with compatible third-party devices, including smart lightbulbs and other connected devices, to create immersive audiovisual experiences ("Device Sync Features").
2.2 AI-Generated Content Disclosures
You acknowledge and understand that:
(a) The AI Visual Features use artificial intelligence and machine learning technology to generate visual content that does not necessarily reflect real-world images, persons, places, or events.
(b) Lumens is an automated system that uses artificial intelligence to process and respond to your inquiries. Lumens is not a human, and its responses are generated by machine learning algorithms.
(c) AI-generated content may contain errors, inaccuracies, or unexpected outputs. The Company does not guarantee the accuracy, completeness, reliability, or appropriateness of any AI-generated content.
(d) You should exercise your own judgment when relying on AI-generated content and should not treat such content as professional advice or as a substitute for human judgment.
2.3 Health and Safety Warning Regarding Device Sync Features
WARNING: THE DEVICE SYNC FEATURES MAY CAUSE CONNECTED LIGHTING DEVICES TO PRODUCE FLASHING, STROBING, OR RAPIDLY CHANGING LIGHT EFFECTS. INDIVIDUALS WITH PHOTOSENSITIVE EPILEPSY, MIGRAINE CONDITIONS, OR OTHER LIGHT-SENSITIVITY CONDITIONS SHOULD EXERCISE CAUTION AND CONSULT A PHYSICIAN BEFORE USING THE DEVICE SYNC FEATURES. IF YOU EXPERIENCE DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, SEIZURES, OR CONVULSIONS, IMMEDIATELY STOP USING THE SERVICES AND CONSULT A PHYSICIAN.
By using the Device Sync Features, you acknowledge that you have read and understood this warning, and you assume all risks associated with using features that may produce strobing or flashing light effects.
2.4 Paid Subscriptions and Credits
2.4.1 Subscription Plans
Certain features of the Services may be offered on a paid subscription basis. We offer monthly and annual subscription plans (each, a "Subscription"). By purchasing a Subscription, you agree to pay the subscription fees displayed to you at the time of purchase, and you authorize us to charge the payment method you provide for the applicable fees on a recurring basis until you cancel your Subscription.
Monthly Subscriptions automatically renew every month on the same calendar day as your initial purchase date (or the last day of the month if your purchase date does not exist in a given month). Annual Subscriptions automatically renew every twelve (12) months on the anniversary of your initial purchase date.
Certain features may be limited to subscribers and are subject to change at any time. Access to subscriber-only features terminates when your Subscription.
2.4.2 Automatic Renewal and Consent
AUTOMATIC RENEWAL NOTICE: YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH SUBSCRIPTION PERIOD (MONTHLY OR ANNUAL, AS APPLICABLE) AND YOUR PAYMENT METHOD WILL BE CHARGED THE THEN-CURRENT SUBSCRIPTION FEE PLUS ANY APPLICABLE TAXES UNLESS YOU CANCEL YOUR SUBSCRIPTION BEFORE THE RENEWAL DATE. BY PURCHASING A SUBSCRIPTION, YOU EXPRESSLY CONSENT TO AUTOMATIC RENEWAL AND AUTHORIZE US TO CHARGE YOUR PAYMENT METHOD ON A RECURRING BASIS WITHOUT REQUIRING YOUR PRIOR APPROVAL FOR EACH CHARGE UNTIL YOU CANCEL.
(a) You acknowledge that your Subscription will continue until you cancel it.
(b) You may cancel your Subscription at any time as described in Section 2.4.4 below.
(c) The recurring charges will be charged to your payment method automatically on each renewal date. The amount you will be charged is the then-current subscription fee displayed in your account settings and on our pricing page. We reserve the right to change subscription fees upon notice as described in Section 2.4.6 below.
(d) You may cancel your Subscription online at any time by visiting your account settings and following the cancellation process.
2.4.3 Price Changes
We reserve the right to change the subscription fees for our Subscriptions at any time. If we increase the subscription fee for your existing Subscription, we will notify you at least thirty (30) days before the price increase takes effect by sending an email to the email address associated with your account. The notice will include the new subscription fee, the date the new fee takes effect, and instructions on how to cancel if you do not wish to pay the increased fee. For California Residents: In compliance with California law, if you affirmatively accept a fee increase (for example, by continuing your Subscription after receiving notice of the increase), we will provide notice of the fee increase at least seven (7) days but no more than thirty (30) days before the new fee takes effect. The new subscription fee will apply to your Subscription starting on your next renewal date after the notice period expires, unless you cancel your Subscription before that date.
2.4.4 Payment Authorization and Payment Method Updates
By purchasing a Subscription, you authorize us to charge your designated payment method (credit card, debit card, or third-party payment account) for all applicable fees. You represent and warrant that you have the legal right to use the payment method you provide.
You are responsible for maintaining current, accurate, and complete payment information in your account. If your payment method expires or is declined, we may suspend or terminate your access to subscriber-only features until you update your payment information. We may also attempt to charge an alternate payment method on file or retry the charge at a later date.
You may update your payment information at any time in your account settings.
2.4.5 Refunds
Except as required by applicable law, all Subscription fees are non-refundable. We do not provide refunds or credits for partial subscription periods, including if you cancel your Subscription before the end of the current billing period.
2.4.6 Credits
Vibes + Logic offers virtual credits ("Credits") that may be redeemed for certain premium features on the Services as specified on our website or in your account.
You may acquire Credits in the following ways:
(a) As a benefit of an active Subscription (as described in Section 2.4.1 above); or
(b) By purchasing Credits separately on an à la carte basis through the Services.
2.4.7 Credit Purchases
You may purchase Credits separately (without purchasing a Subscription) by selecting a Credit package through the Services and completing the checkout process. All Credit purchases are final and non-refundable, except as required by applicable law or in cases of billing errors or unauthorized charges.
When you purchase Credits, you will be charged the price displayed at the time of purchase. Credit prices are subject to change at any time, but any Credits you have already purchased will not be affected by subsequent price changes.
2.4.8 Credit Terms and Expiration
(a) Expiring Credits. Credits expire and may be removed from your account if you cancel or do not renew your Subscription or are inactive for more than one (1) year, subject to subsection (d) below.
(b) No Cash Value. Credits have no cash value and cannot be redeemed for cash, transferred to another user, or sold. Credits may only be used to access features on the Services as specified by Vibes + Logic.
(c) Non-Transferable. Credits are non-transferable and may only be used by the account holder who purchased or received them.
(d) Account Termination. If your account is terminated by you or by us for violation of these Terms, you will immediately forfeit any unused Credits in your account without refund or compensation.
(e) Modification or Discontinuation. We reserve the right to modify the features available for redemption with Credits, the number of Credits required for specific features, or to discontinue the Credit system entirely upon thirty (30) days' notice. If we discontinue the Credit system, we will provide you with a reasonable opportunity to use any remaining Credits before the discontinuation takes effect, or provide an alternative remedy as required by applicable law.
2.4.9 Promotional Offers and Discounts
From time to time, we may offer promotional pricing, discounts, or free trials for Subscriptions. Unless otherwise stated in the promotional offer, all promotional Subscriptions are subject to these Terms, including the automatic renewal provisions in Section 2.4.2.
If you purchase a Subscription at a promotional or discounted price for a limited period, the promotional price will apply only for the specified promotional period. After the promotional period ends, your Subscription will automatically renew at the then-current standard subscription fee unless you cancel before the end of the promotional period.
We reserve the right to modify or terminate promotional offers at any time without notice.
3. User Accounts
3.1 Account Registration
To access certain features of the Services, you may be required to create an account. When you create an account, you agree to provide accurate, current, and complete information and to update such information as necessary to keep it accurate, current, and complete. You are solely responsible for safeguarding your account credentials and for any activity that occurs under your account. You agree to notify us immediately of any unauthorized use of your account.
3.2 Account Security
We are not responsible for managing and maintaining the security of your account or for any unauthorized access to or use of your account. You are responsible for maintaining the confidentiality of your login credentials and for restricting access to your devices. You agree to accept responsibility for all activities that occur under your account.
4. User Content and Intellectual Property
4.1 User Content License Grant
By uploading, submitting, posting, or transmitting any User Content to or through the Services, you grant to Vibes + Logic a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, perform, and otherwise exploit such User Content in connection with the Services and the Company's business, including for the purpose of promoting and redistributing part or all of the Services in any media formats and through any media channels now known or hereafter developed.
This license includes, but is not limited to, the right to:
(a) Display, stream, reproduce, and distribute your User Content to other users of the Services;
(b) Use your User Content in connection with marketing, promotion, and advertising of the Services;
(c) Modify, adapt, translate, and create derivative works from your User Content, including combining your User Content with AI-generated visual elements or other content;
(d) Sublicense the foregoing rights to artists, partners, and service providers in connection with the Services; and
(e) Retain and use User Content even after your account is terminated, to the extent necessary to comply with legal obligations, resolve disputes, or enforce agreements.
4.2 User Representations and Warranties Regarding User Content
You represent and warrant that:
(a) You own or have obtained all necessary rights, licenses, consents, and permissions to use and authorize us to use your User Content as described in these Terms;
(b) Your User Content does not infringe, misappropriate, or violate any third party's intellectual property rights, rights of publicity, rights of privacy, or other proprietary rights;
(c) Your User Content does not contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
(d) Your User Content complies with all applicable laws, rules, and regulations; and
(e) You have obtained any and all consents and releases from individuals appearing in or whose voices are included in your User Content, including releases of any rights of publicity under California Civil Code Section 3344 and common law rights of publicity.
4.3 Rights of Publicity
You acknowledge that California law and the laws of other jurisdictions recognize rights of publicity that protect individuals' names, likenesses, voices, and personas from unauthorized commercial use. If your User Content includes the likeness, voice, name, or other identifying characteristics of any third party, you represent and warrant that you have obtained a valid written release from such third party authorizing the use of their likeness, voice, name, or persona in connection with the Services.
4.4 Ownership of Company Content
Unless otherwise indicated in writing by us, the Services, all content, and all other materials contained therein, including, without limitation, our logos, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, "Company Content") are the property of the Company or our affiliates, licensors, or users, as applicable. The Company logo and any Company product or service names, logos, or slogans that may appear on the Services are trademarks of the Company or our affiliates and may not be copied, imitated, or used, in whole or in part, without our prior written permission.
4.5 Digital Millennium Copyright Act (DMCA) Compliance
We respect the intellectual property rights of others, and it is our policy to respond promptly to any claim that content available through the Services infringes the copyrights of any person. We will use reasonable efforts to investigate notices of alleged infringement and will take appropriate action under the Digital Millennium Copyright Act ("DMCA"), including removing or disabling access to content that is claimed to be infringing and/or terminating accounts and access to the Services for repeat infringers.
(a) DMCA Takedown Notices. If you believe that any content available through the Services infringes your copyright, please submit a notification pursuant to the DMCA by providing our Copyright Agent with the following information in writing:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
(iv) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;
(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Our designated Copyright Agent to receive notifications of claimed infringement is:
Vibes + Logic Legal Department
1770 Post St. #244
San Francisco, California 94115
Email: legal@vibesandlogic.com
(b) DMCA Counter-Notifications. If you believe that your content was removed or disabled by mistake or misidentification, you may submit a counter-notification to our Copyright Agent containing the information required under 17 U.S.C. § 512(g)(3).
(c) Repeat Infringer Policy. In accordance with the DMCA and other applicable laws, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users who are deemed to be repeat infringers.
5. Prohibited Conduct
You agree not to engage, or assist others in engaging, in any of the following prohibited activities:
(a) Violating any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC");
(b) Engaging in any activity that involves proceeds of any unlawful activity;
(c) Distributing viruses, malware, or other harmful code, or engaging in unauthorized access to the Services or other users' accounts;
(d) Interfering with other users' access to or use of the Services;
(e) Distributing, publishing, broadcasting, reproducing, copying, retransmitting, or publicly displaying any Company Content without authorization;
(f) Modifying or creating derivative works from Company Content without authorization;
(g) Using any data mining, robots, scraping, or similar data gathering or extraction methods on the Services;
(h) Uploading, posting, or transmitting any User Content that infringes any third party's intellectual property rights or rights of publicity;
(i) Impersonating any person or entity, or falsely stating or misrepresenting your affiliation with a person or entity;
(j) Harassing, threatening, intimidating, or otherwise engaging in abusive conduct toward other users;
(k) Using Lumens or AI Visual Features to generate content that is illegal, harmful, deceptive, or violates the rights of third parties; or
(l) Circumventing, disabling, or otherwise interfering with security-related features of the Services.
(m) Attempting to fraudulently obtain Credits or Subscriptions, including through the use of stolen payment information, creating multiple accounts to exploit promotional offers, or engaging in chargebacks for services rendered;
(n) Selling, transferring, or trading Credits or Subscription access to third parties;
(o) Reverse-engineering, manipulating, or exploiting the Credit system or Subscription features to obtain unauthorized benefits or access; or
(p) Using virtual private networks (VPNs), proxy servers, or other methods to misrepresent your location for the purpose of obtaining region-specific pricing or promotional offers.
6. Marketing Communications and Consent
6.1 Consent to Marketing Communications
By creating an account and using the Services, you consent to receive marketing communications from Vibes + Logic, including emails, push notifications, SMS/text messages, and other forms of electronic communication, regarding the Services, new features, promotions, and events. You understand that your consent to receive marketing communications is not a condition of using the Services.
6.2 Third-Party Marketing Communications
By using the Services, you acknowledge and consent to Vibes + Logic sharing your information (including your name, email address, location, and activity data) with artists, artist management teams, and third-party partners (such as Bandsintown) for the purpose of sending you targeted marketing communications about concerts, events, merchandise, and other offerings that may be of interest to you based on your activity on the Services. We will obtain your express opt-in consent before sharing your information for such purposes where required by applicable law.
6.3 Opt-Out Rights
You may opt out of receiving marketing communications at any time by:
(a) Following the unsubscribe instructions included in marketing emails;
(b) Replying "STOP" to any marketing SMS/text message;
(c) Adjusting your communication preferences in your account settings;
(d) Contacting us at legal@vibesandlogic.com; or
(e) For residents of California, submitting a "Do Not Sell or Share My Personal Information" request as described in our Privacy Policy.
Please note that even if you opt out of marketing communications, we may still send you non-promotional communications, such as those about your account, transactions, or our ongoing business relationship.
6.4 CAN-SPAM and TCPA Compliance
We comply with the CAN-SPAM Act and applicable Federal Trade Commission regulations regarding commercial email communications. We also comply with the Telephone Consumer Protection Act ("TCPA") and applicable telemarketing and SMS marketing regulations. We will not send you SMS/text marketing messages unless you have provided your prior express written consent to receive such messages, as required by applicable law.
7. Third-Party Services and Links
The Services may contain links to third-party websites, services, or applications ("Third-Party Services") that are not owned or controlled by Vibes + Logic. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any Third-Party Services. You acknowledge and agree that Vibes + Logic shall not be responsible or liable for any damage or loss caused by or in connection with use of any Third-Party Services.
8. Taxes
We are not responsible for determining the withholding, sales, use, value added, transfer, or other taxes, together with any interest and penalties imposed with respect thereto ("Taxes"), that may apply to your transactions through the Services. You agree that you are solely responsible for determining what, if any, Taxes apply to your transactions and to withhold, collect, report, and remit the correct amounts of Taxes to the appropriate taxing authorities.
When you purchase a Subscription or Credits, you will be charged the applicable subscription fees or Credit prices plus any applicable sales, use, value-added, goods and services, or other taxes required by law. The taxes charged will be calculated based on the billing information you provide at the time of purchase.
If you are exempt from certain taxes, you must provide us with a valid tax exemption certificate. Tax exemption certificates should be sent to legal@vibesandlogic.com before making a purchase. We reserve the right to request additional documentation to verify tax-exempt status.
9. Privacy
You acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy carefully to understand our practices regarding your personal information.
10. Disclaimers
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY VIBES + LOGIC, THE SERVICES AND ANY CONTENT CONTAINED THEREIN, INCLUDING USER CONTENT, ARTIST CONTENT, COMPANY CONTENT, AND AI-GENERATED CONTENT, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
VIBES + LOGIC (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL (A) MEET YOUR REQUIREMENTS; (B) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.
WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION CONTAINED ON THE SERVICES. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT ANY CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR NON-INFRINGING.
WE DO NOT WARRANT THAT AI-GENERATED CONTENT, INCLUDING CONTENT PRODUCED BY THE AI VISUAL FEATURES OR LUMENS, WILL BE ACCURATE, APPROPRIATE, OR FREE FROM ERRORS OR BIAS. AI-GENERATED CONTENT IS PROVIDED FOR INFORMATIONAL AND ENTERTAINMENT PURPOSES ONLY AND SHOULD NOT BE RELIED UPON AS A SUBSTITUTE FOR PROFESSIONAL ADVICE OR HUMAN JUDGMENT.
WHILE WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SERVICES OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY.
WE DO NOT GUARANTEE THAT CREDITS WILL ALWAYS BE AVAILABLE FOR REDEMPTION OR THAT THE FEATURES AVAILABLE FOR CREDIT REDEMPTION WILL REMAIN UNCHANGED. WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR ERROR-FREE ACCESS TO SUBSCRIBER-ONLY FEATURES. SUBSCRIPTION BENEFITS AND CREDIT REDEMPTION OPTIONS ARE SUBJECT TO CHANGE AS DESCRIBED IN THESE TERMS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
11. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL VIBES + LOGIC BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SERVICES, ANY CONTENT, OR THIRD-PARTY SERVICES, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ACCESS TO, AND USE OF, THE SERVICES AND ANY CONTENT ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE, CONNECTED DEVICES, OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF VIBES + LOGIC ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SERVICES, OR ANY CONTENT EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100) OR (B) THE TOTAL AMOUNT YOU HAVE PAID TO VIBES + LOGIC FOR SUBSCRIPTIONS, CREDITS, AND OTHER PAID SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN VIBES + LOGIC AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION, OR FOR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
12. Indemnification
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Vibes + Logic, and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively, the "Vibes + Logic Parties"), from and against all actual or alleged third-party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys' fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever (collectively, "Claims"), including, but not limited to, damages to property or personal injury, that are caused by, arise out of, or are related to:
(a) Your use or misuse of the Services or any Content;
(b) Your User Content, including any claim that your User Content infringes the intellectual property rights, rights of publicity, or other rights of any third party;
(c) Your violation of these Terms;
(d) Your violation of the rights of a third party, including another user; and
(e) Your failure to pay any Taxes in connection with your transactions on the Services.
You agree to promptly notify us of any third-party Claims and cooperate with the Vibes + Logic Parties in defending such Claims. You further agree that the Vibes + Logic Parties shall have control of the defense or settlement of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND US.
13. Governing Law and Forum
These Terms and any action related thereto will be governed by the U.S. Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 14 "Disputes and Arbitration Agreement," the exclusive jurisdiction for all Disputes (defined below) will be the state and federal courts located in the State of California, County of Los Angeles, and you and Vibes + Logic each waive any objection to jurisdiction and venue in such courts.
14. Disputes and Arbitration Agreement
Carefully read the following arbitration agreement ("Arbitration Agreement"). It requires you to arbitrate disputes with Vibes + Logic and limits the manner in which you can seek relief from us.
14.1 Applicability of Arbitration Agreement
You agree that any dispute or claim relating in any way to your access to or use of the Services, to any Content, or to any aspect of your relationship with Vibes + Logic will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims in small claims court if your claims qualify; and (b) you or Vibes + Logic may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
14.2 Arbitration Rules and Forum
The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent: Harvard Business Services, Inc., 16192 Coastal Highway, Lewes, Delaware 19958. The arbitration will be conducted by JAMS under its applicable arbitration rules. You may choose to have the arbitration conducted by telephone or video conference, based on written submissions, or in person in Los Angeles, California. You agree that any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
14.3 Authority of Arbitrator
The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement; and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties.
14.4 Waiver of Jury Trial
YOU AND VIBES + LOGIC HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Vibes + Logic are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as otherwise indicated herein.
14.5 Waiver of Class or Other Non-Individualized Relief
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.
If a decision is issued stating that applicable law precludes enforcement of any part of this subsection's limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in the state or federal courts located in the State of California, County of Los Angeles. All other claims shall be arbitrated.
14.6 30-Day Right to Opt Out
You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: Vibes and Logic, Inc., 1770 Post St. #244, San Francisco, CA 94115, within thirty (30) days after first becoming subject to this Arbitration Agreement. You may also submit your decision to legal@vibesandlogic.com. Your notice must include your name and address and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you.
14.7 Modification of Arbitration Agreement
Notwithstanding any provision in these Terms to the contrary, we agree that if Vibes + Logic makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing to us at: Vibes and Logic, Inc., 1770 Post St. #244, San Francisco, CA 94115.
15. California Consumer Legal Remedies Act Notice
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: The Services are provided by Vibes & Logic, Inc. If you have any questions or complaints regarding the Services, please contact us at legal@vibesandlogic.com or by mail at: Vibes and Logic, Inc., 1770 Post St. #244, San Francisco, CA 94115.
California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
16. Modifications
You agree and understand that we may modify part or all of the Services without notice, and that we may update these Terms and any other document incorporated by reference therein at any time.
17. Severability
If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision shall be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other terms, clauses, or provisions of these Terms.
18. Entire Agreement
These Terms, together with the Privacy Policy and any other documents incorporated herein by reference, constitute the entire agreement between you and Vibes + Logic regarding your use of the Services and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter hereof.
19. Contact Information
If you have any questions about these Terms, please contact us at:
Vibes and Logic, Inc.
1770 Post St. #244
San Francisco, CA 94115
Email: legal@vibesandlogic.com