vhibe Word of Mouth Marketing User Agreement
Welcome to vhibe, a Word of Mouth Marketing utility that allows and encourages users to spread the word about new or existing products or services, or upcoming events. The vhibe service and network (collectively, the “vhibe Service”) is operated by Emmalani LLC (collectively, “us” and “we” or the “Company”). By accessing or using our web site at vhibe.com (the “Site”), you signify that you have read, understand and agree to be bound by this User Agreement and the Privacy Policy, regardless whether you are a registered user. In the event of any inconsistency between the vhibe Privacy Policy and this User Agreement, the User Agreement shall control. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. If you do not agree to be bound by the terms of this Agreement, you may not use nor access our vhibe Service or Site.
We reserve the right, in our sole discretion, to change, modify, add or delete portions of this User Agreement at any time, and without prior notice, by posting amended terms on the Site. Your continued use of the vhibe Service or Site indicates your acceptance of the amended User Agreement. If you do not agree to be bound by these or any future terms of the amended User Agreement, do not use or access the vhibe Service or Site. It is your responsibility to regularly check the Site to determine if there have been changes to the terms of this Agreement.
PLEASE READ THESE TERMS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONSAND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.
Description of Service
vhibe is an online service that allows individuals to register as vhibe volunteers (“vhibers”)
and spread the word about new or existing products or services, or upcoming events. vhibers will communicate
to their network of friends, family, co-workers, etc., via in-person conversations, email or by using social
networking tools. vhibers complete and submit profiles on themselves that allow vhibe to match agents to campaigns,
as specified by our clients’ target specifications. vhibe checks our database to find potential and positive
matches of vhibers to campaigns. When positive matches occur, we will send emails to potential vhibers and
ask them to opt-in for the specific campaigns; this may include surveys so we can collect additional profile
data. With this secondary opt-in and selection for the campaign, vhibers are provided with sample products,
passes or other trial offers to personally experience the product, service, event, etc. vhibers are then
requested to: a) talk about their experience, b) pass-along coupons to their friends, family members,
acquaintances, etc., and c) report to us any feedback and the number of conversations they are having.
Campaign information and communications is managed via online tools or email.
Membership Eligibility
Membership in the vhibe Service is void where prohibited. The vhibe Service is not available to minors under
the age of 14 or to any users suspended or removed from the system by vhibe for any reason. Any registration
by, use of or access to the vhibe Service by anyone under 14, is unauthorized, unlicensed and in violation
of these Terms of Use. Users may not have more than one active account. Additionally, users are prohibited
from selling, trading, or otherwise transferring his or her vhibe account to another party. If you do not
qualify, you may not use the vhibe Service.
Use of Service
Your use of the vhibe Service is governed by this User Agreement. vhibe may refuse service without prior
notice to any user for any or no reason.
You are responsible for maintaining the confidentiality of your password and account, and are fully responsible for all activities that occur under your password or account with or without your knowledge. If you knowingly provide your login and password information to another person, your account privileges may be suspended temporarily or terminated. You agree to immediately notify vhibe of any unauthorized use of your password or account or any other breach of security. vhibe cannot and will not be liable for any loss or damage arising from your failure to comply with this section.
In consideration of your use of the vhibe Service, you agree to provide accurate, current and complete information about yourself in vhibe’s required registration forms and in your personal profiles.
Interaction with Other Users
You are solely responsible for your interactions with other users. You understand that vhibe does not in
any way screen its users, nor does it inquire into the backgrounds of its users or attempt to verify the
statements of its users. vhibe does not make any representations or warranties to the conduct of its users
or their compatibility with any current or future users. In no event shall vhibe be liable for any damages
whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental,
arising out of or relating to the conduct of you or anyone else in connection with the use of the vhibe
Service or persons you meet or interact with through the vhibe Service. You agree to take reasonable
precautions in all interactions with other users of the vhibe Service, particularly if you decide to
meet offline or in person. You understand that vhibe makes no guaranties, either express or implied,
regarding your ultimate comparability with individuals you meet through the vhibe Service. You should
not provide financial or any other personal or confidential information, such as credit card or bank
account information to other users.
Termination
You agree that vhibe may, with or without cause, immediately terminate your vhibe account and access to the
vhibe Service without prior notice. Without limiting the foregoing, the following will lead to a termination
by vhibe of a user’s use of the vhibe Service (a) breaches or violations of this User Agreement or other
incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a
request by you (self-initiated account deletions), (d) unexpected technical issues or problems, and (e)
extended periods of inactivity. Termination of your vhibe account includes removal of access to all offerings
within the vhibe Service and may also bar you from further use of the vhibe Service. Furthermore, you agree
that all terminations shall be made in vhibe’s sole discretion and that vhibe shall not be liable to you nor
any third-party for any termination of your account or access to the vhibe Service.
User Conduct
You understand and agree not to use vhibe to:
- Post content or initiate communications which are unlawful, libelous, abusive, obscene, discriminatory, or otherwise objectionable.
- Use the vhibe Service for any illegal purpose, including but not limited to conspiring to violate laws.
- Falsely state, impersonate, or otherwise misrepresent your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present.
- Upload, post, email, transmit or otherwise make available any content or initiate communications which include information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
- Upload, post, email, transmit or otherwise make available any content or initiate communication that infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights.
- Upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation. This prohibition includes but is not limited to a) Using vhibe invitations to send messages to people who don’t know you or who are unlikely to recognize you as a known contact; b) Using vhibe to connect to people who don’t know you and then sending unsolicited promotional messages to those direct connections without their permission; and c) Sending messages to distribution lists, newsgroup aliases, or group aliases.
- Upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
- Stalk or harass anyone.
- Forge headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the vhibe Service.
- Post content in fields that aren’t intended for that content. Example: Putting an address in a name or title field.
- Interfere with or disrupt the vhibe Service or servers or networks connected to the vhibe Service, or disobey any requirements, procedures, policies or regulations of networks connected to the vhibe Service.
International Use
Recognizing the global nature of the Internet, you agree to comply with all applicable local rules including
but not limited to rules regarding online conduct and acceptable content. Specifically, you agree to comply with
all applicable laws regarding the transmission of technical data exported from the United States or the country
in which you reside. By using the Site or the vhibe Service, you are consenting to have your personal data
transferred to and processed in the United States.
Information Provided on this Site
In the course of using the vhibe Service, users may provide information about themselves which may be visible
to certain other users (see our Privacy Policy to learn more about information collected on this Site). You
understand that by posting materials on the Site or otherwise providing materials to vhibe, you are granting
to the Company a royalty-free, perpetual, irrevocable license to use this information in the course of offering
the vhibe Service. Furthermore, you understand that vhibe retains the right to reformat, excerpt, or translate
any materials submitted by you. You understand that all information publicly posted or privately transmitted
through the vhibe Service is the sole responsibility of the person from which such content originated and that
vhibe will not be liable for any errors or omissions in any content. You understand that vhibe cannot guarantee
the identity of any other users with whom you may interact in the course of using the vhibe Service. Additionally,
we cannot guarantee the authenticity of any data which users may provide about themselves or relationships they
may describe.
Access to Service
Use of manual or automated software, devices, or other processes to “crawl” or “spider”
any web pages contained in the Site is strictly prohibited. You agree not to monitor or copy, or allow others to
monitor or copy, our web pages or the content included herein. You also agree not to “frame” or otherwise
simulate the appearance or function of this Site. Furthermore, you agree not to take any action that interferes
with the proper working of or places an unreasonable load on our infrastructure, including but not limited to
unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses.
vhibe Communications
In the course of providing you services, vhibe may need to communicate with you via email (see our Privacy
Policy to learn more about communications). You agree to receive emails which are specific to your account and
necessary for the normal functioning of the vhibe Service, including welcome emails which help inform new users
about various features of the vhibe Service. You also agree to have your name and/or email address listed in the
header of certain communications which you initiate through the vhibe Service.
Monitoring and Enforcement
While we have the right to monitor activity and content associated with the vhibe Service, we are not obligated
to do so. And since we do not, and may not have the ability to, control or actively monitor content we don’t
guarantee its accuracy, integrity or quality. Because community standards vary and individuals sometimes choose
not to comply with our policies and practices, in the process of using the Site, you may be exposed to content
that you find offensive or objectionable. You can contact our Customer Service Department to let us know of content
that you find objectionable. We may investigate the complaints and violations of our policies that come to our
attention and may take any action that we believe is appropriate, including, but not limited to issuing warnings,
removing the content or terminating accounts and/or subscriptions. However, because situations and interpretations
vary, we also reserve the right not to take any action. Under no circumstances will we be liable in any way for any
content, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind
incurred as a result of the use of, access to, or denial of access to any content on the Site.
Dealings with Advertisers
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or
through the vhibe Service, including payment and delivery of related goods or services, and any other terms,
conditions, warranties or representations associated with such dealings, are solely between you and such
advertiser. You agree that vhibe shall not be responsible or liable for any loss or damage of any sort incurred
as the result of any such dealings, including the sharing of the information you supplied to vhibe with
advertisers, or as the result of the presence of such advertisers on the vhibe Service.
Unauthorized Users
It is possible that other users (including unauthorized users, or “hackers”) may post or transmit
offensive or obscene materials on the vhibe Service and that you may be involuntarily exposed to such offensive
and obscene materials. It is possible for others to obtain personal information about you due to your use of the
vhibe Service, and that the recipient may use such information to harass or injure you. vhibe is not responsible
for the use of any personal information that you disclose on the vhibe Service. Please carefully select the type
of information that you post on the vhibe Service or release to others.
Indemnification
By accepting this User Agreement, you agree to indemnify and otherwise hold harmless the Company, its members,
managers, officers, employees, agents, subsidiaries, affiliates and other partners from any direct, indirect,
incidental, special, consequential or exemplary damages resulting from i) your use of the vhibe Service; ii)
unauthorized access to or alteration of your communications with or through the vhibe Service, or iii) any
other matter relating to the vhibe Service. Any business transactions which may arise between users from their
use of vhibe are the sole responsibility of the users involved.
Without limitation of the terms and conditions set forth in our Privacy Policy, you understand and agree that vhibe may disclose personally identifiable information if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to comply with legal process, enforce this User Agreement, or protect the rights, property, or safety of vhibe, its users, and the public.
Disclaimer of Warranties
YOU UNDERSTAND AND AGREE THAT THE vhibe SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE”
BASIS AND THAT vhibe DOES NOT ASSUME ANY RESPONSIBILITY FOR PROMPT OR PROPER DELIVERY, OR RETENTION OF ANY USER
INFORMATION OR COMMUNICATIONS BETWEEN USERS. vhibe ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OR EXISTENCE OF ANY
COMMUNICATIONS BETWEEN USERS. vhibe EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT.
vhibe MAKES NO WARRANTY THAT (i) THE vhibe SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE vhibe SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE vhibe SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE vhibe SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE vhibe SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM vhibe OR THROUGH OR FROM THE vhibe SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS USER AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
The Company reserves the right to change any and all content, software, or other items used or contained in the Site and any vhibe Service at any time without notice.
Arbitration
YOU AND THE COMPANY AGREE THAT EXCEPT AS MAYBE OTHERWISE PROVIDED, THE SOLE AND EXCLUSIVE FORUM AND REMEDY
FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF USE, THE SITE AND/OR
THE vhibe SERVICE (INCLUDING YOUR VISIT TO OR USE OF THE SITE AND/OR THE vhibe SERVICE) SHALL BE FINAL AND
BINDING ARBITRATION, except that to the extent that neither of us has in any manner infringed upon or violated
or threatened to infringe upon or violate the other party’s patent, copyright, trademark, or trade secret rights,
or you have otherwise violated any of the terms of the User Agreement then the parties acknowledge that arbitration
is not an adequate remedy at law and that injunctive or other appropriate relief may be sought.
Arbitration under this Agreement shall be conducted by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules (the “AAA Rules”). The location of the arbitration and the allocation of fees and costs for such arbitration shall be determined in accordance with the AAA Rules. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction.
To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USE OF THE SERVICE AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to the Site and/or the vhibe Service (including your visit to our use of the Site and/or the vhibe Service) be instituted more than three (3) years after the cause of action arose.
Indemnity
You agree to indemnify and hold the Company, its parent, subsidiary and affiliates, and each of their members,
managers, directors, officers, agents, contractors, partners, and employees, harmless from and against any loss,
liability, claim, demand, damages, costs and expenses, including reasonable attorneys’ fees, arising out of or
in connection with any content or applications you post or share on the Site, your use of the vhibe Service or
the Site, your conduct in connection with the vhibe Service or Site or with other users of the vhibe Service or
Site, or any violation of this Agreement or of any law or the rights of any third party.
Entire Agreement
The User Agreement constitutes the entire agreement between you and vhibe and governs your use of the vhibe
Service, superseding any prior agreements between you and vhibe. The failure of the Company to exercise or
enforce any right or provision herein shall not constitute a waiver of such right or provision in that or any
other instance. If any provision of this Agreement is held invalid, the remainder of the Agreement shall
continue in full force and effect. If any provision of this User Agreement shall be deemed unlawful, void or
for any reason unenforceable, then that provision shall be deemed severable from the remaining terms and shall
not affect the validity and enforceability of any remaining provisions.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT vhibe SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS,
GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF vhibe HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF THE LIMITATION OR EXCLUSION OF LIABILITY
FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
IN NO EVENT WILL vhibe’s TOTAL CUMULATIVE DAMAGES EXCEED US$100.00.
Termination
The Company may terminate your membership, delete your profile and any content or information that you
have posted on the Site and/or prohibit you from using or accessing the vhibe Service or Site (or any aspect
or feature of the vhibe Service or Site) for any reason, or no reason, including without limitation, if it
believes that you are under 14.
Governing Law
The User Agreement between you and the Company will be governed by and construed in accordance with the
laws of the State of Hawaii without regard to conflict of laws principles. With respect to any disputes or
claims not subject to arbitration, you agree not to commence or prosecute any action in connection therewith
other than in the State and federal courts of Hawaii, and you hereby consent to, and waive all defenses of
lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the State
and federal courts of Hawaii.
Submissions
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information
about the Site or the vhibe Service (“Submissions”), provided by you to the Company are non-confidential
and shall become the sole property of the Company. The Company shall own exclusive rights, including all
intellectual property rights, and shall be entitled to the unrestricted use and dissemination of the
Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
General Information
vhibe, the vhibe logo, and other vhibe logos and names are trademarks of the Company. You agree not to
display or use these trademarks in any manner without vhibe’s prior, written permission. The section titles
of this User Agreement are displayed for convenience only and have no legal effect. Please send any questions
or comments, or report violations of the User Agreement to:
vhibe Word of Mouth Marketing
Attention: User Agreement Issues
999 Bishop Street, Suite 2100
Honolulu, Hawaii 96813
