VIVAVALET TERMS OF USE

Last Updated: February 20, 2025

Welcome to the VivaValet mobile app and website located at https://www.vivavalet.com(collectively, the “Platform”).

It is important to us that when you use the Platform you are fully aware of your legal rights and obligations. Please read these Terms of Use (these “Terms of Use” or “Terms”) carefully before using the Platform, because they affect your legal rights and obligations.

THESE TERMS OF USE CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. If you are a user in the European Economic Area or any other country that does not allow such arbitration agreements, the binding arbitration agreement does not apply to you.

Your Acceptance of Terms. If you do not agree with any of these Terms, please do not use the Platform. By using the Platform, you will be deemed to have irrevocably agreed to these terms.

Some areas of the Platform may be subject to additional terms and conditions, which you should read carefully before making any use of those areas. Such additional terms will not change or replace these Terms regarding use of the Platform, unless otherwise expressly stated.

Please note that these Terms of Use may be revised and reissued without notice at any time. You should visit this page regularly to review the current Terms of Use. Your continued use of the Platform will be deemed as irrevocable acceptance of any revisions.

How to Contact Us. The Platform is controlled by VivaValet, Inc. (“VivaValet”). Please forward any comments or complaints about the Platform to [email protected]. Please forward any questions regarding any legal matters, including any privacy-related concerns to [email protected].

Registration. To access the Platform or some of the resources it has to offer, you may be asked to provide registration details. It is a condition of use of the Platform that all the details you provide be correct, current, and complete. If VivaValet believes the details are not correct, current, or complete, we have the right to refuse you access to the Platform, or any of its resources, and to terminate or suspend your account. By using the Platform, you warrant that you have legal capacity to enter into these Terms of Use (i.e., that you are of sufficient age and mental capacity and are otherwise entitled to be legally bound in contract).

Online Privacy Policy. Your privacy is important to us. To better protect your privacy, we provide a policy explaining our online information practices and the choices you can make about the way your information is collected and used by VivaValet. To review this policy, which forms part of these Terms of Use, please go here: Privacy Policy^[a]

Mobile Message Service Terms and Conditions. The VivaValet mobile message service (the “SMS Service”) is operated by VivaValet. Your use of the SMS Service constitutes your agreement to the following Mobile Message Service Terms and Conditions (“Mobile Terms”). We may modify or cancel the SMS Service or any of its features without notice. To the extent permitted by applicable law, we may also modify these Mobile Terms at any time and your continued use of the SMS Service following the effective date of any such changes shall constitute your acceptance of such changes.By consenting to the SMS Service, you agree to receive recurring SMS/text messages from and on behalf of VivaValet through your wireless provider to the mobile number you provided, even if your mobile number is registered on any state or federal Do Not Call list. Text messages may be sent using an automatic telephone dialing system or other technology. SMS Service-related messages may include updates, alerts, and information (e.g., order updates, account alerts, etc.). Promotional messages may include promotions, specials, and other marketing offers (e.g., cart reminders).You understand that you do not have to sign up for this program in order to make any purchases, and your consent is not a condition of any purchase through the Platform or with VivaValet. Your participation in this program is completely voluntary. We do not charge for the SMS Service, but you are responsible for all charges and fees associated with text messaging imposed by your wireless provider. Message frequency varies. Message and data rates may apply. Check your mobile plan and contact your wireless provider for details. You are solely responsible for all charges related to SMS/text messages, including charges from your wireless provider. You may opt-out of the SMS Service at any time. Text the single keyword command STOP to +1 (773) 377-5018 or click the unsubscribe link (where available) in any text message to cancel. You'll receive a one-time opt-out confirmation text message. No further messages will be sent to your mobile device, unless initiated by you. If you have subscribed to other VivaValet mobile message programs and wish to cancel, except where applicable law requires otherwise, you will need to opt out separately from those programs by following the instructions provided in their respective Mobile Terms. For SMS Service support or assistance, text HELP to +1 (773) 377-5018 or email [email protected] may change any short code or telephone number we use to operate the SMS Service at any time and will notify you of these changes. You acknowledge that any messages, including any STOP or HELP requests, you send to a short code or telephone number we have changed may not be received and we will not be responsible for honoring requests made in such messages.The wireless carriers supported by the SMS Service are not liable for delayed or undelivered messages. You agree to provide us with a valid mobile number. If you get a new mobile number, you will need to sign up for the program with your new number. To the extent permitted by applicable law, you agree that we will not be liable for failed, delayed, or misdirected delivery of any information sent through the SMS Service, any errors in such information, and/or any action you may or may not take in reliance on the information or SMS Service.We respect your right to privacy. To see how we collect and use your personal information, including in connection with the SMS Service, please see our

Working with Service Providers. The services provided by VivaValet consist of facilitating the booking and payment of services provided by third party service providers who offer a variety of services through the Platform (each a “Service Provider”). Each Service Provider offering services on the Platform has entered into an agreement with VivaValet (each a “Service Provider Agreement”) in which the Service Provider agrees to provide services to Platform users in a timely and professional manner, in accordance with the terms of the Service Provider Agreement and with applicable laws. The terms of each Service Provider Agreement require the Service Provider to represent and warrant to VivaValet that it is qualified and licensed to provide the services offered through the Platform, and that it will maintain all necessary licenses, permits, and insurance required to perform the services offered through the Platform. In addition, VivaValet performs an extensive background check on each Service Provider prior to allowing a Service Provider to offer its services through the Platform.

VivaValet does not provide you with any of the services offered by Service Providers. You acknowledge and understand that VivaValet is not responsible or liable for the quality, safety, or legality of the services provided by Service Providers and VivaValet shall not be held liable for any disputes or issues arising from your agreement with any Service Providers. You agree to cooperate with VivaValet and the Service Provider and to provide any and all information necessary for the Service Provider to perform the services you requested. You acknowledge that you are responsible for providing a safe and accessible work environment for the Service Provider to perform the Services.

Payment Terms. You must make full payment for services ordered through the Platform in United States Dollars through the payment method selected at the time of your order. Unless otherwise set forth in these Terms of Use, such payments are non-refundable and irrevocable. Automated payment may be made by credit card or debit card.

You understand and acknowledge that any expenses related to spare parts installation, repair of damages, or other out-of-pocket costs incurred by Service Providers and necessary to fulfill the services ordered by you shall be your sole responsibility. VivaValet may facilitate payment for reasonable cost of such repair or cleaning on behalf of the Service Provider by deducting it from your designated payment method once the Service Provider’s repair or cleaning request has been verified by VivaValet.

VivaValet reserves the right to decline processing a refund if it fails to meet the conditions outlined in this Agreement or if prohibited by law. If VivaValet declines a refund, it will inform you within the refund processing timeframe. To contest an unauthorized or inaccurately processed refund on your account, you must promptly notify VivaValet upon becoming aware of the error or unauthorized refund, but in any event within no later than 7 (seven) days after the refund's debit date.

Additional Services. If you require additional services from a Service Provider while they are on site, you and the Service Provider must agree to those services and the price to be paid for such services in writing by signing a written document that states what additional services are to be provided, and the fee for such services (each a “Change Order” ). The Service Provider will then upload the signed Change Order to the Platform, and VivaValet will subsequently prompt you to pay for the additional services through the Platform. All payments for Change Orders must be made through the Platform before the additional services are rendered.

Any costs related to materials required for work outlined in a Change Order shall be subject to your prior approval as part of the Change Order.

Cancelation Terms and Fees. You may cancel or reschedule a service order at no extra cost if done at least 24 hours before the appointment time. If you cancel an order less than 24-hours in advance of the appointment, you will be charged a fee in amount equal to 25% of the fee for the services ordered. If you are a “no show” at the designated location where services are to be provided, you will be charged a no-show fee equivalent to 50% of the fee for the services ordered.

VivaValet shall not be liable for any cancellations by the Service Provider.

In the event you are incorrectly charged a fee, you may contact VivaValet support for assistance. VivaValet reserves the right to issue a refund, or not issue a refund, at its absolute discretion. Any refunds will be credited to the payment card you used when you booked the service.

VivaValet reserves the right to decline a refund if it fails to meet the conditions outlined in this Agreement or if prohibited by law.

Taxes. You understand and acknowledge that the services that you order and pay for through the Platform are or may be subject to all prevailing statutory taxes, duties, fees, charges and/or governmental costs, as may be applicable from time to time.

Trademarks and Copyrights. The Platform and materials incorporated by VivaValet on the Platform (the “Material”) are, or may be, protected by copyrights, patents, trade secrets, registered and/or unregistered trademarks, trade names and/or service marks or other proprietary rights owned by VivaValet or others (collectively, “Intellectual Property”). VivaValet respects the intellectual property rights of others and asks users of the Platform to do the same.

Your Use of Material. Your right to make use of the Platform and any Material or other content appearing on it is subject to your compliance with these Terms of Use. Modification or use of the Material or any other content on the Platform for any purpose not permitted by these Terms of Use may be a violation of the Intellectual Property rights of VivaValet and/or its licensors and is prohibited.

You may access and display Material and all other content displayed on the Platform for noncommercial, personal use on a single computer and mobile device only. The Material and all other content on the Platform may not otherwise be copied, reproduced, republished, uploaded, posted, transmitted, distributed or used in any way unless specifically authorized by VivaValet. Any authorization to copy Material granted by VivaValet in any part of the Platform for any reason is restricted to making a single copy for non-commercial, personal, entertainment use on a single computer and mobile device only and is subject to your keeping intact all copyright and other proprietary notices. Using any Material on any other web site or networked computer environment is prohibited. Also, decompiling, reverse engineering, disassembling, or otherwise reducing the code used in any software on the Platform into a readable form in order to examine the construction of such software and/or to copy or create other products based (in whole or in part) on such software, is prohibited.

Disclaimer of Warranties. YOUR USE OF THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ANY SERVICES PROVIDED BY SERVICE PROVIDERS, IS AT YOUR OWN RISK. THE PLATFORM AND ALL THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES, SERVICES AND OTHER CONTENT AVAILABLE ON OR THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION ANY SERVICES PROVIDED BY SERVICE PROVIDERS, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, VIVAVALET DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE PLATFORM AND ANY SERVICES PROVIDED BY SERVICE PROVIDERS ON OR THROUGH THE PLATFORM. VIVAVALET DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PLATFORM OR THAT THE SERVICES PROVIDED BY SERVICE PROVIDERS, ON OR THROUGH THE PLATFROM WILL BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVERS THAT MAKE THE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. VIVAVALET DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES, SERVICES OR OTHER CONTENT ON THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ANY SERVICES OFFERED BY SERVICE PROVIDERS ON OR THROUGH THE PLATFORM OR ANY WEB PLATFORMS OR MOBILE APPS LINKED TO THE PLATFORM IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. VIVAVALET MAKES NO WARRANTIES THAT YOUR USE OF THE MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICE OR OTHER CONTENT ON THE PLATFORM WILL NOT INFRINGE THE RIGHTS OF OTHERS AND VIVAVALET ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMMISSIONS IN SUCH MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICE OR OTHER CONTENT ON THE PLATFORM, OR IN CONNECTION WITH ANY SERVICES PROVIDED BY SERVICE PROVIDERS ON OR THROUGH THE PLATFORM. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

YOU ASSUME ALL RISKS RELATING TO YOUR ONLINE AND OFFLINE COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ANY SERVICE PROVIDERS, THAT YOU MEET OR OTHERWISE COMMUNICATE WITH AS A RESULT OF YOUR USE OF THE PLATFORM. VIVAVALET MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM OR WITH RESPECT TO ANY SERVICE PROVIDERS. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH SERVICE PROVIDERS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, PARTICULARLY IF YOU DECIDE TO MEET IN PERSON.

Limitation of Liability. VIVAVALET DISCLAIMS ALL LIABILITY WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND DOES NOT ACCEPT ANY LIABILITY FOR ANY LOSS OR DAMAGE (DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR OTHERWISE) RESULTING FROM ANY USE OF, OR INABILITY TO USE, THE PLATFORM OR ANY OTHER WEB PLATFORM, MOBILE APP, OR IN CONNECTION WITH ANY SERVICES PROVIDED BY SERVICE PROVIDERS BY OR THROUGH THE PLATFORM, OR THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES, SERVICES OR OTHER CONTENT ON THE PLATFORM OR ANY OTHER WEB PLATFORM OR MOBILE APP, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF VIVAVALET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITATION, YOU (AND NOT VIVAVALET) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY SUCH LOSS OR DAMAGE. IN NO EVENT WILL VIVAVALET’S TOTAL LIABILITY TO YOU EXCEED THE AGGREGATE AMOUNT YOU HAVE ACTUALLY PAID TO VIVAVALET IN CONNECTION WITH THE INCIDENT GIVING RISE.

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL VIVAVALET’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE PLATFORM, THE SERVICES OR CONTENT, OR IN CONNECTION WITH YOUR INTERACTION WITH, AND/OR THE SERVICES PROVIDED BY SERVICE PROVIDERS, EXCEED THE TOTAL AMOUNT OF MONEY THAT YOU HAVE ACTUALLY PAID THROUGH THE PLATFORM IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO ANY SUCH LIABILITY. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BLKMRKT AND YOU.

IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.



Forums. THE MATERIALS, INFORMATION AND OPINIONS INCLUDED AND/OR EXPRESSED IN OR ON ANY BULLETIN BOARDS, CHAT ROOMS, COMMUNITY PAGES OR OTHER FORUMS ON THE PLATFORM (“FORUMS”) ARE NOT NECESSARILY THOSE OF VIVAVALET. VIVAVALET DOES NOT UNDERTAKE TO MONITOR OR REVIEW FORUMS, AND THE CONTENT OF FORUMS IS NOT THE RESPONSIBILITY OF VIVAVALET. VIVAVALET MAY REMOVE OR MODIFY ANY CONTENT WITHOUT NOTICE OR LIABILITY AT ANY TIME IN ITS SOLE DISCRETION. ANY USE OF THE FORUMS WILL BE AT YOUR OWN RISK AND WILL BE SUBJECT TO THE DISCLAIMERS AND LIMITATIONS ON LIABILITY SET FORTH ABOVE.



User Conduct on the Platform. Please act responsibly when using the Platform. You may only use the Platform and its contents for lawful purposes and in accordance with applicable law and you are prohibited from storing, distributing or transmitting any unlawful material through the Platform. Unless authorized by VivaValet in writing, you may not collect or store personal information regarding other users. You recognize that storing, distributing or transmitting unlawful material could expose you to criminal and/or civil liability. You agree that if a third party claims that material you have contributed to the Platform is unlawful, you will bear the burden of establishing that it is lawful. You understand and agree that all materials publicly posted (other than by VivaValet) or privately transmitted on or through the Platform are the sole responsibility of the sender, not VivaValet, and that you are responsible for all material you upload, post or otherwise transmit to or through the Platform.

Unless otherwise authorized by VivaValet in writing, you may not submit to or publish through Forums or otherwise make available on the Platform any content, or act in a way, which in our opinion:

(a) libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing,
threatening or offensive;
(b) disparages, criticizes, belittles, parodies or otherwise portrays in a negative light any person appearing in the content;
(c) seeks to exploit or harm children by exposing them to inappropriate content, asking for
personally identifiable information;
(d) infringes any intellectual property or other right of any entity or person, including violating
anyone's Intellectual Property including their rights of publicity;
(e) violates any law or may be considered to violate any law;
(f) you do not have the right to transmit under any contractual or other relationship (e.g., inside information, proprietary or confidential information received in the context of an employment or a non-disclosure agreement);
(g) advocates or promotes illegal activity;
(h) impersonates or misrepresents your connection to any other entity or person or otherwise
manipulates headers or identifiers to disguise the origin of the content;
(i) advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise
engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship
banners, and/or soliciting goods or services) except as specifically authorized on the Platform;
(j) solicits funds, advertisers or sponsors;
(k) includes programs which contain viruses, worms and/or 'Trojan horses' or any other computer
code, files or programs designed to interrupt, overload, collapse, destroy or limit the functionality of any computer software or hardware or telecommunications;
(l) disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able
to type, or otherwise act in a way which affects the ability of other people to engage in real time
activities via the Platform;
(m) copies any other pages or images on the Platform except with appropriate authority;
(n) includes MP3 format files;
(o) amounts to a 'pyramid' or similar scheme;
(p) amounts to 'data warehousing' (i.e., using any web space made available to you as storage for
large files or large amount of data which are only linked from other sites). You must provide a
reasonable amount of content to accompany such material in order that at least some of the traffic to your site comes directly via us;
(q) disobeys any policy or regulations established from time to time regarding use of the Platform or any networks connected to the Platform; or
(r) contains links to other sites that contain the kind of content, which falls within the descriptions set out at (a) to (q) above.

In addition, you are prohibited from removing any sponsorship banners or other material inserted
by VivaValet anywhere on the Platform.

System Abuse. Without limitation, you agree not to send, create or reply to so called “mailbombs” (i.e., emailing copies of a single message to many users, or sending large or multiple files or messages to a single user with malicious intent) or engage in “spamming”(i.e., unsolicited emailing for business or other purposes) or undertake any other activity which may adversely affect the operation or enjoyment of the Platform by any other person. You may not reproduce, sell, resell or otherwise exploit any resource, or access to any resource, contained on the Platform.

Security. Any usernames and passwords used for the Platform are for individual use only. You shall be responsible for the security of your username and password (if any). VivaValet shall be entitled to monitor your username and password and, at its discretion, require you to change it. If you use a username and password that VivaValet considers insecure, VivaValet will be entitled to require this to be changed and/or terminate your account. You are prohibited from using any services or facilities provided in connection with the Platform to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g. password guessing programs, cracking tools or network probing tools) are strictly prohibited. If you become involved in any violation of system security, VivaValet reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents.

Investigations. VivaValet reserves the right to investigate suspected violations of these Terms of Use, including without limitation any violation arising from any submission, posting or emails you make or send to any Forum. VivaValet may seek to gather information from the user who is suspected of violating these Terms of Use, and from any other user. VivaValet may suspend any users whose conduct or postings are under investigation and may remove such material from its servers as it deems appropriate and without notice. If VivaValet believes, in its sole discretion, that a violation of these Terms of Use has occurred, it may edit or modify any submission, posting or e-mails, remove the material permanently, cancel postings, warn users, suspend users and passwords, terminate accounts or take other corrective action it deems appropriate. VivaValet will fully cooperate with any law enforcement authorities or court order requesting or directing VivaValet to disclose the identity of anyone posting any e-mails or publishing or otherwise making available any materials that are believed to violate these Terms of Use. BY ACCEPTING THESE TERMS OF USE YOU WAIVE AND HOLD HARMLESS VIVAVALET FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY VIVAVALET DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER VIVAVALET OR LAW ENFORCEMENT AUTHORITIES.

Service. VivaValet reserves the right to modify or discontinue, temporarily or permanently, all or any part of the Platform and/or any software, facilities and services on the Platform, with or without notice, and/or to establish general guidelines and limitations on their use.

Local Regulations. VivaValet makes no representation that Materials or other content in the Platform are appropriate or available for use outside the United States, its territories, possessions and protectorates. If you choose to access the Platform from other locations, you do so on your own initiative and at your own risk. You are responsible for complying with local laws, if and to the extent local laws are applicable. You specifically agree to comply with all applicable laws concerning the transmission of technical data exported from the United States or the country you reside in.

Indemnity and Release. You agree to indemnify and hold harmless VivaValet and its officers, directors, employees, agents, distributors and affiliates from and against any and all claims, demands, liabilities, costs or expenses, including reasonable attorney's fees, resulting from your breach of any of the foregoing provisions, representations or warranties, and/or from your placement or transmission of any content onto VivaValet' servers, and/or from any and all use of your account.

Our Use of Content. VivaValet will consider anything you provide to VivaValet and/or contribute to the Platform as available for our use free of any obligations to you.

By posting or uploading any content to the Platform and/or providing any communication or material to VivaValet (“User Content”), you automatically and irrevocably: (a) grant and assign to VivaValet a royalty-free, perpetual, non-exclusive, unrestricted, worldwide license to any and all rights in the User Content including without limitation all copyright, together with all consents (if any) necessary to enable its reproduction, distribution, modification, publishing and/or other exploitation by VivaValet and/or by any person authorized by VivaValet, by any means and in all media now known or hereafter devised, without payment or other reference to you or any other person, and to advertise and promote such exploitation, for the full period of all such rights (together with any extensions and renewals) and insofar as possible in perpetuity; (b) waive all moral rights in the User Content which may be available to you in any part of the world and confirm that no such rights have been asserted; (c) appoint VivaValet as your agent with full power to enter into any document and/or do any act VivaValet may consider appropriate to confirm the grant and assignment, consent and waiver set out above; (d) warrant that you are the owner of the User Content and entitled to enter into these Terms of Use; (e) confirm that no such User Content will be subject to any obligation, of confidence or otherwise, to you or any other person and that VivaValet shall not be liable for any use or disclosure of such User Content.

Third-Party Platforms. The Platform may link you to other mobile apps or sites on the Internet. These mobile apps and sites may contain information or material that some people may find inappropriate or offensive. These other sites are not under the control of VivaValet, and you acknowledge that (whether or not such sites are affiliated in any way with VivaValet) VivaValet is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites. The inclusion of such a link does not imply endorsement of any site by VivaValet or any association with its operators.

VivaValet cannot ensure that you will be satisfied with any products or services that you purchase from any third-party site that may link to or from VivaValet as such sites are owned and operated by independent retailers. VivaValet does not endorse any of the merchandise, nor has VivaValet taken any steps to confirm the accuracy or reliability of any of the information contained in such third-party sites. VivaValet does not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to give any third party, and you irrevocably waive any claim against us with respect to such sites.

Proprietary Online Services. Any area of the Platform that is accessed through any proprietary online service is subject to the rules, policies and guidelines of such proprietary online service.

Claims of Infringement. If you believe that any content appearing on the Platform infringes your copyright rights, we at VivaValet want to hear from you. Please forward the following information in writing to the Copyright Agent at the address and/or email address listed below:

(a) your name, address, telephone number, and e-mail address;
(b) a description of the copyrighted work that you claim has been infringed;
(c) the exact URL or a description of each place where alleged infringing material is located;
(d) a statement by you that you have a good faith belief that the disputed use has not been
authorized by you, your agent, or the law;
(e) your electronic or physical signature or the electronic or physical signature of the person
authorized to act on your behalf; and
(f) a statement by you made under penalty of perjury, that the information in your notice is
accurate, that you are the copyright owner or authorized to act on the copyright owner's behalf.
Copyright Agent: [email protected]

VivaValet seeks to preserve any and all exemptions from liability that may be available under the copyright law but does not necessarily stipulate that it is a service provider as defined in USC section 512(c) or elsewhere.

Applicability of Laws The laws of the United States and the State of Delaware, excluding Delaware’s conflict of laws rules, will apply to any disputes arising out of or relating to these Terms of Use and/or the Platform.

Binding Arbitration Without limiting any other provision of these Terms of Use, you agree to the following:

  1. Purpose. Any and all Disputes (as defined below) involving you and VivaValet will be resolved through individual arbitration. In arbitration, there is no judge or jury and there is less discovery and appellate review than in court. This Section (the “Arbitration Provision”) shall be broadly interpreted. Notwithstanding anything to the contrary in these Terms of Use, the Arbitration Provision does not apply to an action by either party to enjoin the infringement or misuse of its intellectual property rights, including copyright, trademark, patent or trade secret rights.

  2. Definitions. The term “Dispute” means any claim or controversy related to the Platform, including but not limited to any and all: (1) claims for relief and theories of liability, whether based in contract, tort, fraud, negligence, statute, regulation, ordinance, or otherwise; (2) claims that arose before these Terms of Use or any prior agreement; (3) claims that arise after the expiration or termination of these Terms of Use; and (4) claims that are currently the subject of purported class action litigation in which you are not a member of a certified class. As used in this Arbitration Provision, “VivaValet” means VivaValet and any of its predecessors, successors, assigns, parents, subsidiaries and affiliated companies and each of their respective officers, directors, employees and agents, and “you” means you and any users or beneficiaries of your access to the Platform.

  3. Initiation of Arbitration Proceeding/Selection of Arbitrator. The party initiating the arbitration proceeding may open a case with JAMS, formerly Judicial Arbitration and Mediation Website, Inc., (“JAMS”) by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). You may deliver any required or desired notice to VivaValet by mail to 5250 Old Orchard Rd., Suite 300 Skokie, IL, 60077.

  4. Right to Sue in Small Claims Court. Notwithstanding anything in this Arbitration Provision to the contrary, either you or VivaValet may bring an individual action in a small claims court in the area where you access the Platform if the claim is not aggregated with the claim of any other person and if the amount in controversy is properly within the jurisdiction of the small claims court.

  5. Arbitration Procedures. This Arbitration Provision shall be governed by the Federal Arbitration Act. Arbitrations shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (the “JAMS Rules”) as modified by the version of this Arbitration Provision that is in effect when you notify VivaValet about your Dispute. You can obtain the JAMS Rules from the JAMS by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). If there is a conflict between this Arbitration Provision and the rest of these Terms of Use, this Arbitration Provision shall govern. If there is a conflict between this Arbitration Provision and the JAMS rules, this Arbitration Provision shall govern. If JAMS will not administer a proceeding under this Arbitration Provision as written, the parties shall agree on a substitute arbitration organization. If the parties cannot agree, the parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will administer a proceeding under this Arbitration Provision as written applying the JAMS Rules. A single arbitrator will resolve the Dispute. Unless you and VivaValet agree otherwise, any arbitration hearing will take place in New York, NY. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information. The arbitrator shall issue a reasoned written decision that explains the arbitrator’s essential findings and conclusions. The arbitrator’s award may be entered in any court having jurisdiction over the parties only if necessary for purposes of enforcing the arbitrator’s award. An arbitrator’s award that has been fully satisfied shall not be entered in any court.

  6. Waiver of Class Actions and Collective Relief. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER SUBSCRIBERS, OR OTHER PERSONS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

  7. Arbitration Fees and Costs. If your claim seeks more than $75,000 in the aggregate, the payment of the JAMS’s fees and costs will be governed by the JAMS Rules. If your claims seek less than $75,000 in the aggregate, the payment of the JAMS’s fees and costs will be VivaValet’s responsibility. However, if the arbitrator finds that your Dispute was frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), the payment of the JAMS’s fees and costs shall be governed by the JAMS Rules and you shall reimburse VivaValet for all fees and costs that were your obligation to pay under the JAMS Rules. You may hire an attorney to represent you in arbitration. You are responsible for your attorneys’ fees and additional costs and may only recover your attorneys’ fees and costs in the arbitration to the extent that you could in court if the arbitration is decided in your favor. Notwithstanding anything in this Arbitration Provision to the contrary, VivaValet will pay all fees and costs that it is required by law to pay.

  8. Severability and Waiver of Jury Trial. If any part of subsection (f) of this Arbitration Provision is found to be illegal or unenforceable, the entire Arbitration provision will be unenforceable and the Dispute will be decided by a court in New York County, New York WHETHER IN COURT OR IN ARBITRATION, YOU AND VIVAVALET AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT ALLOWED BY LAW. If any other clause in this Arbitration Provision is found to be illegal or unenforceable, that clause will be severed from this Arbitration Provision and the remainder of this Arbitration Provision will be given full force and effect.

  9. Continuation. This Arbitration Provision will survive the termination or expiration of these Terms