TERMS AND CONDITIONS

These terms of service constitute a legally binding agreement (the “Agreement”) between you (“you,” or “your”) and VYLLAGE, INC. (“VYLLAGE,” “we,” “us” or “our”), a Florida corporation, governing your use of the VYLLAGE application, website, and technology platform (collectively, the “VYLLAGE Platform”).

The VYLLAGE Platform provides a hub where persons (“Customers”) who need a safe place for their packages and deliveries to be held until they can be picked up can be matched with background-verified homeowners (“VYLLAGERS”) who can receive those packages and deliveries on the Customers’ behalf. Vyllagers and Customers are collectively referred to herein as “Users” and each User shall create a User account that enables such User to access the VYLLAGE Platform. For purposes of this Agreement, the receiving and storage services provided by Vyllagers to Customers that are matched through the Platform shall be referred to collectively as the “Services”.

VYLLAGE DOES NOT PROVIDE COURIER SERVICES, AND VYLLAGE IS NOT A STORAGE FACILITY. IT IS UP TO THE VYLLAGER TO DECIDE WHETHER TO ACCEPT A CUSTOMER’S SHIPMENT OR DELIVERY ACCESSED THROUGH THE VYLLAGE PLATFORM, AND THE CUSTOMER DECIDES WHICH VYLLAGER TO CHOOSE TO ACCEPT THE CUSTOMER’S SHIPMENT OR DELIVERY FROM CONTACTED THROUGH THE VYLLAGE PLATFORM. ANY DECISION BY A USER TO OFFER OR ACCEPT SERVICES ONCE SUCH USER IS MATCHED THROUGH THE VYLLAGE PLATFORM IS A DECISION MADE IN SUCH USER’S SOLE DISCRETION. EACH SERVICE PROVIDED BY A VYLLAGER TO A CUSTOMER SHALL CONSTITUTE A SEPARATE AGREEMENT BETWEEN SUCH PERSONS. By creating your User account and using the VYLLAGE Platform, you expressly acknowledge that you understand this Agreement and accept all its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE VYLLAGE PLATFORM OR SERVICES.

Modification to the Agreement

We reserve the right to modify the terms and conditions of this Agreement at any time, effective upon posting the amended terms on this site. Continuous use of the VYLLAGE Platform or Services constitutes consent to changes. If you do not agree to any such changes you may not use or access the VYLLAGE Platform or the Services.

Eligibility

The VYLLAGE Platform is available only to, and may only be used by individuals who can form legally binding contracts under applicable law. The VYLLAGE Platform is not available to children (persons under the age of 18) or Users who have had their User account temporarily or permanently deactivated. By becoming a User, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement.

Payments

As a Customer, you agree that charges are assessed and due after the successful retrieval of package(s) or delivery(ies) within 48 hours from the Vyllager. Late Charges of US$1 per day for up to 5 days OR sending the shipment/delivery back to sender will solely be determined by the Vyllager, and not VYLLAGE. Transactions originating in the state of Florida will incur taxes.

Cancellation Fee. In the event that you cancel a delivery on the VYLLAGE Platform more than 5 minutes after such request is made, make repeated or frequent cancellations, you agree to pay a “Cancellation Fee”. We may also assess a Cancellation Fee against you if we suspect that you have intentionally cancelled deliveries to disrupt the VYLLAGE Platform or the provision of Services.

As a Vyllager, you will receive applicable Fees (net of VYLLAGE’s Administrative Fee, as discussed below) and any tips provided by Customers to you for the Services you provide. VYLLAGE will process all payments due to you through its third-party payments processor. You acknowledge and agree that such amounts shall not include any interest and will be net of any amounts that we are required to withhold by law. You expressly authorize VYLLAGE to set the prices on your behalf for all Charges that apply to the provision of Services. VYLLAGE reserves the right to withhold all or a portion of Fees if it believes that you have attempted to defraud or abuse VYLLAGE or VYLLAGE’s payment systems.

Your Information

Your Information is any information you provide, publish or post to or through the VYLLAGE Platform (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature, or through any VYLLAGE-related Facebook, Twitter or other social media posting). You consent to us using your Information to create a User account that will allow you to use the VYLLAGE Platform and participate in the Services. Our collection and use of personal information in connection with the VYLLAGE Platform and Services is as provided in VYLLAGE’s Privacy Policy located at our website: www.vyllage.net

You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for your online posting of your Information. You agree to provide and maintain accurate, current and complete information and that we and other members of the public may rely on your Information as accurate, current and complete.

You warrant and represent to us that you are the sole author of your Information. To enable the VYLLAGE Platform to use your Information, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. VYLLAGE does not assert any ownership over your Information; rather, as between us and you, subject to the rights granted to us\ in this Agreement, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information.

You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any password provided by you or VYLLAGE for accessing the VYLLAGE Platform. You are solely and fully responsible for all activities that occur under your User account, and VYLLAGE expressly disclaims any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security, you agree to notify us immediately.

Social Networking Sites

As part of the functionality of the VYLLAGE Platform, you may be able to create or login to your User account through online accounts you may have with third party social networking sites (each such account, an "SNS Account") by either providing your SNS Account login information through the VYLLAGE Platform or allowing VYLLAGE to access your SNS Account. By granting VYLLAGE access to any SNS Accounts, you understand that VYLLAGE may access, make available and store any content that you have provided to and stored in your SNS Account including without limitation any friend, mutual friends, contacts or following/followed lists (the “SNS Content”) so that it is available on and through the VYLLAGE Platform to other Users. Unless otherwise specified in this Agreement, all SNS Content, if any, shall be considered to be your Information. Depending on the privacy settings that you have set in such SNS Accounts, personally identifiable information that you post to your SNS Accounts may be available on and through the VYLLAGE Platform.

VYLLAGE Communications

By becoming a User, you expressly consent and agree to accept and receive communications from us, including via e-mail, text message, calls, and push notifications to the cellular telephone number you provided to us. By consenting to being contacted by VYLLAGE, you understand and agree that you may receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages sent by or on behalf of VYLLAGE, its companies and/or Vyllagers, including but not limited to: operational communications concerning your User account or use of the VYLLAGE Platform or Services, updates concerning new and existing features on the VYLLAGE Platform, communications concerning promotions run by us or our third party partners, and news concerning VYLLAGE and industry developments. IF YOU WISH TO OPT-OUT OF PROMOTIONAL EMAILS, TEXT MESSAGES, OR OTHER COMMUNICATIONS, YOU MAY OPT-OUT BY FOLLOWING THE UNSUBSCRIBE OPTIONS PROVIDED TO YOU. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. You acknowledge that you are not required to consent to receive promotionalm messages as a condition of using the VYLLAGE Platform or the Services. However, you acknowledge that opting out of receiving text messages or other communications may impact your use of the VYLLAGE Platform or the Services.

Restricted Activities

With respect to your use of the VYLLAGE Platform and your participation in the Services, you agree that you will not:

Vyllager Representations and Warranties

By providing Services as a Vyllager on the VYLLAGE Platform, you represent, warrant, and agree that:

Proprietary Rights and Trademark License

All intellectual property rights in the VYLLAGE Platform shall be owned by us absolutely and in their entirety. These rights include and are not limited to database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the VYLLAGE Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of VYLLAGE. VYLLAGE shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. VYLLAGE, VYLLAGE logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of VYLLAGE in the United States and/or other countries (collectively, the “VYLLAGE Marks”). If you provide Services as a Vyllager, VYLLAGE grants to you, during the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the VYLLAGE Marks solely in connection with providing the Services through the VYLLAGE Platform (“License”). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder without VYLLAGE’s prior written permission, which it may withhold in its sole discretion. The VYLLAGE Marks may not be used in any manner that is likely to cause confusion. You acknowledge that VYLLAGE is the owner and licensor of the VYLLAGE Marks, and that your use of the VYLLAGE Marks will confer no additional interest in or ownership of the VYLLAGE Marks in you but rather inures to the benefit of VYLLAGE. You agree to use the VYLLAGE Marks strictly in accordance with VYLLAGE’s Trademark Usage Guidelines, as may be provided to you and revised from time to time, and to immediately cease any use that VYLLAGE determines to nonconforming or otherwise unacceptable.

You agree that you will not:

Violation of any provision of this License may result in immediate termination of the License, in VYLLAGE’s sole discretion. If you create any materials bearing the VYLLAGE Marks (in violation of this Agreement or otherwise), you agree that upon their creation VYLLAGE exclusively owns all right, title and interest in and to such materials, including without limitation any modifications to the VYLLAGE Marks or derivative works based on the VYLLAGE Marks. You further agree to assign any interest or right you may have in such materials to VYLLAGE, and to provide information and execute any documents as reasonably requested by VYLLAGE to enable VYLLAGE to formalize such assignment.

Disclaimers

The following disclaimers are made on behalf of VYLLAGE, our Vyllagers, and each of our respective officers, agents, and suppliers.

The VYLLAGE Platform is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the VYLLAGE Platform and/or the Services, including the ability to provide or receive Services at any given location or time. We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.

We do not warrant that your use of the VYLLAGE Platform or Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet your requirements, that any defects in the VYLLAGE Platform will be corrected, or that the VYLLAGE Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the VYLLAGE Platform or Services. We have no control over the quality or safety of your packages or deliveries that occurs as a result of the Services. We cannot ensure that a Vyllager or Customer will complete an arranged service. We cannot guarantee that each User is who he or she claims to be. Please use common sense when using the VYLLAGE Platform and Services. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of the VYLLAGE Platform by persons under the age of 18 in violation of this Agreement.

VYLLAGE is not responsible for the conduct, whether online or offline, of any User of the VYLLAGE Platform or Services. You are solely responsible for your interactions with other Users. By using the VYLLAGE Platform and participating in the Services, you agree to accept such risks and agree that VYLLAGE is not responsible for the acts or omissions of Users on the VYLLAGE Platform or participating in the Services. It is possible for others to obtain information about you that you provide, publish or post to or through the VYLLAGE Platform (including any profile information you provide), send to other Users, or share during the Services, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users on the VYLLAGE Platform or through the Services. Please carefully select the type of information that you post on the VYLLAGE Platform or through the Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).

Opinions, advice, statements, offers, or other information or content made available through the VYLLAGE Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted on the VYLLAGE Platform or otherwise disseminated by third parties. We reserve the right, but we have no obligation, to monitor the materials posted in the public areas of the VYLLAGE Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others. The VYLLAGE Platform contains (or you may be sent through the VYLLAGE Platform) links to other websites owned and operated by third parties (“Third Party Sites”), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (“Third Party Content”). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites or Third Party Content accessed through the VYLLAGE Platform. Location data provided by the VYLLAGE Platform is for basic location purposes only. Neither VYLLAGE, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data displayed by the VYLLAGE Platform. Any of your Information, including geolocational data, you upload, provide, or post on the VYLLAGE Platform may be accessible to VYLLAGE and certain Users of the VYLLAGE Platform.

Indemnity

You will defend, indemnify, and hold us and our Vyllagers, and each of our respective officers, directors, employees, agents, shareholders and suppliers harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the VYLLAGE Platform and participation in the Services, including:

Limitation of Liability

IN NO EVENT WILL WE, OUR VYLLAGERS, OR EACH OF OUR RESPECTIVE OFFICERS, AGENTS, OR SUPPLIERS, BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE VYLLAGE PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE VYLLAGE PLATFORM, THE SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VYLLAGE WILL NOT BE LIABLE FOR ANY DAMAGES, DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL AND/OR CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO PHYSICAL DAMAGES, BODILY INJURY, DEATH AND/OR EMOTIONAL DISTRESS AND DISCOMFORT) ARISING OUT OF YOUR COMMUNICATING WITH OR MEETING OTHER USERS OF THE VYLLAGE PLATFORM OR SERVICES, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Release

In the event that you have a dispute with one or more Users, you agree to release VYLLAGE (including our Vyllagersand each of our respective officers, directors, employees, agents, shareholders, and suppliers) from claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes with other Users or to your use of the VYLLAGE Platform or participation in the Services. Furthermore, you expressly waive any rights you may have. We reserve the right, but have no obligation, to monitor disputes between you and other Users.

Term and Termination

This Agreement is effective upon your creation of a User account, as amended by any modifications made pursuant to Section 1. You may discontinue your use of the VYLLAGE Platform or participation in the Services at any time, for any reason. We may suspend or deactivate your User account (either as a Customer and/or Vyllager), or revoke your permission to access the VYLLAGE Platform, at any time, for any reason, upon notice to you. We reserve the right to refuse access to the VYLLAGE Platform to any User for any reason not prohibited by law. Either party may terminate the Agreement for any reason upon written notice to the other party. Agreement to Arbitrate All Disputes and Legal Claims You and We agree that any legal disputes or claims arising out of or related to the Agreement (including but not limited to the use of the VYLLAGE Platform and/or the Services, or the interpretation, enforceability, revocability, or validity of the Agreement, or the arbitrability of any dispute), that cannot be resolved informally shall be submitted to binding arbitration in the state in which the Agreement was performed. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims shall be brought within the time required by applicable law. You and we agree that any claim, action or proceeding arising out of or related to the Agreement must be brought in your individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative, collective, or class proceeding. YOU ACKNOWLEDGE AND AGREE THAT YOU AND VYLLAGE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Confidentiality You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to VYLLAGE’s business, operations and properties, including User information (“Confidential Information”) disclosed to you by VYLLAGE for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of VYLLAGE in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to VYLLAGE with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by VYLLAGE or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of VYLLAGE; becomes known to you, without restriction, from a source other than VYLLAGE without breach of this Agreement by you and otherwise not in violation of VYLLAGE’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to VYLLAGE to enable VYLLAGE to seek a protective order or otherwise prevent or restrict such disclosure. No Agency VYLLAGERS are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. Notices, Complaints Except as explicitly stated otherwise, any notices to VYLLAGE shall be given by certified mail, postage prepaid and return receipt requested to: 2905 NW 130th Avenue, Apartment 105 Sunrise, FL 33323 Such notice shall be deemed given three days after the date of mailing. Any notices to you shall be provided to you through the VYLLAGE Platform or given to you via the email address you provide to VYLLAGE during the registration process, and such notice shall be deemed given immediately upon sending. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to VYLLAGE during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing. To resolve a complaint regarding the VYLLAGE Platform, you should first contact our Customer Service Department through our support center at support@vyllage.net General This Agreement shall be governed by the laws of the State of Florida without regard to choice of law principles. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by VYLLAGE, in our sole discretion in accordance with the “Notices” section of this Agreement. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between you and VYLLAGE with respect to the subject matter hereof.

Notifications