1. AGREEMENT TO TERMS
These Terms of Use (“Terms”) constitute a legally binding agreement between you and Vibrato World LLC (“Vibrato,” “we,” “us,” or “our”). These Terms govern your access to and use of the Vibrato website, mobile application, and services (collectively, the “Platform”).
Vibrato World LLC operates the Platform under the brand name SEYA. References in these Terms to “Vibrato,” “we,” “us,” or “our” mean Vibrato World LLC doing business as SEYA. The “Platform” includes the SEYA mobile application and the seya.world website. Where the SEYA application uses the term “Source,” that term means “Host” as used in these Terms; where the application uses the term “Seeker,” that term means “Guest” as used in these Terms.
2. THE VIBRATO MARKETPLACE
2.1. Nature of Services
Vibrato is an AI-powered marketplace that connects individuals seeking to learn skills or share experiences (“Guests”) with independent providers offering such services (“Hosts”). The services, lessons, or experiences provided by Hosts are referred to as “Sessions.” Sessions are offered in two formats - Standard Sessions and Intro Sessions - as described in Section 4.1.
2.2. Platform Role
Vibrato is not a provider of Sessions. We do not hire, employ, or control Hosts. Hosts are independent contractors, not employees, partners, or agents of Vibrato. We provide the digital infrastructure to facilitate discovery, booking, and payment, but we do not supervise, direct, or control the manner in which a Host provides a Session.
2.3. AI Services & Message Privacy
The Platform utilizes artificial intelligence to suggest matches, draft content, and assess risk. You acknowledge that:
- (a) AI is probabilistic and may generate inaccurate or “hallucinated” information.
- (b) You are solely responsible for verifying the accuracy of AI-generated content (e.g., your bio or session description) before publishing it.
- (c) AI matching scores are suggestions, not guarantees of compatibility or safety.
- (d) You agree that Vibrato may access, monitor, review, and analyze in-app messages for the purposes of detecting fraud, investigating safety concerns and user reports, resolving disputes, providing customer support, and enforcing these Terms. Vibrato may also use de-identified or aggregated information derived from in-app messages to improve its safety, moderation, and matching systems. Because in-app messages may be reviewed for these purposes, you should not treat them as private or confidential communications. Vibrato does not sell in-app message content and does not use the content of your in-app messages to publicly identify you.
3. ELIGIBILITY & ACCOUNTS
3.1. Eligibility
By creating an account or using the Platform, you represent and warrant that:
- (a) you are at least 18 years of age and legally qualified to enter into a binding contract with Vibrato;
- (b) you are not located in, under the control of, or a national or resident of any country subject to a U.S. Government embargo, or designated as a “terrorist supporting” country, and you are not on any U.S. Government list of prohibited or restricted parties;
- (c) you have not been convicted of, pled guilty or no contest to, and are not currently under indictment for, any felony or any offense involving violence or the threat of violence, stalking, harassment, sexual misconduct, kidnapping or unlawful restraint, fraud, or the abuse or exploitation of any person; and you have not at any time been convicted of, pled guilty or no contest to, or been adjudicated for any homicide offense or any offense requiring registration as a sex offender;
- (d) you are not required to register as a sex offender with any federal, state, local, or international sex offender registry;
- (e) you are not prohibited by law, court order, or any prior agreement from using the Platform or from meeting or communicating with other users;
- (f) you do not have any other active accounts on the Platform that have been created without Vibrato’s express written consent; and
- (g) you have not previously been suspended, removed, or banned from the Platform, unless you have received Vibrato’s express written permission to create a new account.
If at any time you cease to meet any of these requirements, your authorization to access the Platform is automatically revoked, and Vibrato may suspend or terminate your account without notice.
3.2. Identity Verification
You agree to provide accurate information. Hosts must complete identity verification before publishing a listing. Verification is performed by a third-party identity verification provider, and you authorize Vibrato and that provider to conduct it. The provider validates a government-issued identification document you submit. Vibrato receives only the outcome of the verification and does not receive or store images of your identification documents. Guests are not required to complete identity verification. Vibrato may change its identity verification provider from time to time. We reserve the right to suspend or terminate accounts that fail verification or pose a safety risk.
4. BOOKINGS & FINANCIAL TERMS
4.1. Session Formats and Pricing
The Platform offers Sessions in two formats.
Standard Sessions are sixty (60) minutes during the Platform’s beta period. The duration of each Session is displayed on the listing and in your booking confirmation. The Host sets the price for each Standard Session at their sole discretion. Vibrato charges the Guest a Service Fee of fifteen percent (15%) of the Session Fee, in addition to the Session Fee. The Host receives 100% of the Session Fee.
Intro Sessions are twenty (20) minutes and are presented alongside every Standard Session listing. Vibrato sets the price for Intro Sessions. The Guest pays $20, of which $15 is payable to the Host as the Session Fee and $5 is Vibrato’s Service Fee.
In these Terms, “Session Fee” means the amount payable to the Host for a Session, and “Service Fee” means Vibrato’s compensation, which is paid by the Guest in addition to the Session Fee.
Vibrato may change the Service Fee percentage or the Intro Session price on notice. Any change applies only to bookings made after it takes effect.
4.2. Payment Processing
All payments are processed via our third-party processor (e.g., Stripe). You agree to be bound by the Stripe Connected Account Agreement.
4.3. Limited Payment Collection Agent
Each Host appoints Vibrato as its limited payment collection agent solely for the purpose of accepting the Session Fee from Guests.
- (a) Guest Liability: Payment made by a Guest to Vibrato shall be considered the same as payment made directly to the Host. The Guest’s payment obligation is fully satisfied upon receipt by Vibrato.
- (b) Host Recourse: Since the Guest is released from liability upon payment to Vibrato, the Host agrees that their sole recourse for non-payment of a completed, valid Session lies against Vibrato, not the Guest.
4.4. Cancellations and Refunds
For Standard Sessions, cancellation policies (for example, “Flexible” or “Strict”) are selected by the Host and displayed on the listing before you book. Refunds of the Session Fee are processed automatically according to the policy applicable to your booking. Intro Sessions are subject to a standard cancellation policy set by Vibrato and displayed before you book.
Where you receive a refund of the Session Fee, the Service Fee is refunded in the same proportion. Where a Host cancels a Session, or a Session does not take place for reasons outside your control, you receive a full refund of both the Session Fee and the Service Fee.
In rare extenuating circumstances, including safety incidents, Vibrato may override the applicable cancellation policy and issue a refund at its discretion.
4.5. Payment Holds; Chargebacks; Disputes; Setoff
You acknowledge that payments made through the Platform may be subject to chargebacks, disputes, reversals, refunds, and other payment adjustments initiated by Guests, payment processors, banks, or card networks.
- (a) Investigations and Holds: Vibrato may place a hold on any payout, delay settlement, or suspend disbursements where we reasonably believe it is necessary to investigate fraud, safety incidents, disputes, policy violations, or to comply with law or payment processor requirements.
- (b) Chargebacks and Reversals: If a chargeback, reversal, or refund occurs for a Session, you authorize Vibrato to recover the amount of that chargeback, reversal, or refund (including any related fees) from you, including by deducting such amounts from future payouts or other amounts payable to you through the Platform.
- (c) Setoff Authorization: You authorize Vibrato to set off and net amounts you owe against amounts otherwise payable to you. If your account reflects a negative balance, you agree to promptly pay the amount due upon demand.
- (d) Evidence and Cooperation: You agree to provide timely information reasonably requested by Vibrato or our payment processors to respond to disputes or chargebacks, and you acknowledge that failure to do so may result in an adverse outcome.
- (e) Refund Authority: You authorize Vibrato to issue refunds consistent with the applicable cancellation policy and any exceptions described in these Terms (including safety-related exceptions).
4.6. Booking Requests; Host Acceptance
When you select a Session, you submit a booking request. A booking is not confirmed until the Host accepts it.
Hosts may decline any booking request, in either format, for any reason. A Host’s decision to decline is not a statement about you, and Vibrato does not require Hosts to accept any minimum number or proportion of requests.
Where required, your payment method may be authorized when you submit a request. You are charged only when the Host accepts. If the Host declines or does not respond within the applicable response window, no charge is made and any authorization is released. Release timing depends on your financial institution.
Once a Host accepts, you will receive a confirmation identifying the Session, its format, duration, date, time, venue, the Session Fee, and the Service Fee.
5. SAFETY, ASSUMPTION OF RISK & TOOLS
5.1. In-Person Risk
You understand that Vibrato facilitates offline, in-person meetings. You assume all risks associated with such interactions, including physical injury, illness, theft, or emotional distress.
5.2. Safety Features and Resources
Vibrato provides certain safety-related features and information, including in-app access to emergency service information, guidance for meeting others in person, the ability to end a Session at any time, and the ability to report a safety concern. You acknowledge that:
- (a) Resources, Not Protection: These are informational and administrative features. Vibrato does not provide active or real-time monitoring of Sessions, security services, or emergency dispatch, and no Vibrato personnel are present at any Session.
- (b) No Alert or Location-Sharing Service: Vibrato does not provide a panic button, emergency alert service, emergency contact notification, safety check-in, or live location sharing. Your mobile device may offer location sharing and emergency features independently of the Platform. Those features are provided by your device manufacturer, operating system, or carrier - not by Vibrato - and Vibrato does not control, monitor, or guarantee them.
- (c) Emergency: In an emergency, contact local emergency services immediately by dialing 911. Do not rely on the Platform.
- (d) Ending a Session: You may end any Session at any time, for any reason, without explanation. Ending a Session early does not entitle you to a refund except as provided in Section 4.4, and does not affect your right to report a safety concern.
5.3. No Background Checks
Vibrato does not conduct criminal background checks, sex offender registry searches, reference checks, or verification of any user’s qualifications, credentials, licenses, training, or experience. Identity verification, which is required only of Hosts, confirms identity only. It does not assess criminal history, character, competence, or fitness to provide any Session.
The eligibility representations made in Section 3.1 are self-reported and are not independently verified by Vibrato. If Vibrato introduces background screening in the future, we will describe it in these Terms and in our Privacy Policy before doing so. Nothing in these Terms creates any duty on Vibrato’s part to investigate, screen, or monitor any user.
5.4. Scope and Limits of Verification
Vibrato performs only the specific, limited verification measures expressly described in these Terms. Hosts are required to complete third-party identity verification before publishing a listing. Guests are not identity-verified. Vibrato does not verify, endorse, vouch for, or guarantee the character, skills, credentials, qualifications, experience, or behavior of any user, whether on or off the Platform. Any verification or identity check performed by Vibrato or its third-party providers is limited in scope, is performed at a single point in time and is not continuous, and does not constitute a warranty of any user’s suitability, safety, or fitness for any purpose. You are solely responsible for evaluating any other user before, during, and after any interaction, and for deciding whether, when, where, and how to meet. Vibrato expressly disclaims any duty to investigate, monitor, or supervise users beyond what is explicitly stated in these Terms.
6. SESSION ACKNOWLEDGMENT AND EXPRESS ASSUMPTION OF RISK
6.1. Acknowledgment of Platform Role
You expressly acknowledge and agree that Vibrato is a marketplace platform that facilitates connections between independent Hosts and Guests. Vibrato is not the provider, organizer, supervisor, or participant in any Session. Hosts are independent contractors who determine the subject matter, content, and delivery of their Sessions, set their own availability, decide which booking requests to accept, and set their own prices for Standard Sessions. Vibrato does not control, direct, or guarantee the manner in which any Session is conducted.
6.2. Acknowledgment of In-Person Risks
. You expressly acknowledge that meeting another person in-person carries inherent risks that cannot be eliminated, including but not limited to:
- (a) physical injury, illness, or death;
- (b) emotional distress, psychological harm, or trauma;
- (c) theft, loss, or damage to personal property;
- (d) harassment, assault, discrimination, or other misconduct by other users or third parties;
- (e) exposure to communicable diseases;
- (f) risks associated with the venue or location of the Session, including premises defects, accidents, and third-party conduct;
- (g) risks associated with the content, instruction, advice, or activity of the Session itself, including risks inherent in learning or practicing a new skill;
- (h) financial loss, including loss arising from fraud or misrepresentation by another user; and
- (i) risks that are unknown, unforeseeable, or not specifically enumerated in these Terms.
YOU EXPRESSLY ASSUME ALL SUCH RISKS, WHETHER KNOWN OR UNKNOWN, FORESEEABLE OR UNFORESEEABLE, VOLUNTARILY AND OF YOUR OWN FREE WILL.
6.3. Acknowledgment of No Guarantee
. You acknowledge that Vibrato does not and cannot guarantee:
- (a) the identity, age, background, character, intentions, or truthfulness of any user;
- (b) the accuracy of any information provided by any user, including claimed skills, credentials, qualifications, or experience;
- (c) the safety, quality, legality, or outcome of any Session;
- (d) the safety, condition, or suitability of any venue or location;
- (e) that any identity verification or review system will detect or prevent harm; or
- (f) that the Platform’s AI features, safety tools, or recommendations will be accurate, reliable, or available at any given time.
Any verification performed by Vibrato or its third-party providers is limited in scope and does not constitute a warranty of any user’s suitability or safety.
6.4. Your Responsibilities
You are solely responsible for:
- (a) deciding whether, when, where, and with whom to meet;
- (b) evaluating the suitability and trustworthiness of any user before and during any interaction;
- (c) exercising reasonable care for your own safety and the safety of others, including taking precautions such as meeting in public venues, informing a trusted person of your plans, and declining to proceed if you feel unsafe;
- (d) complying with all applicable laws, licensing requirements, and venue rules in connection with any Session;
- (e) contacting local emergency services (911 or equivalent) directly in any emergency, without reliance on the Platform; and
- (f) reporting any safety concerns, violations, or incidents to Vibrato promptly.
6.5. Reaffirmation at Booking
Each time you book, confirm, or attend a Session, you reaffirm the acknowledgments and assumption of risk set forth in this Section 6. Your continued use of the Platform and each Session booking constitutes renewed agreement to these Terms, including this Section 6.
6.6. Express Release
In consideration of being permitted to use the Platform, and to the fullest extent permitted by law, you release, waive, and discharge Vibrato World LLC and its officers, directors, employees, agents, affiliates, licensors, and service providers from any and all claims, demands, damages, losses, liabilities, and causes of action of every kind (whether known or unknown, and whether arising in contract, tort, statute, or otherwise) arising out of or related to:
- (i) any Session or interaction with any other user, including offline conduct;
- (ii) any acts, omissions, negligence, or misconduct of any other user or third party;
- (iii) any venue, location, or premises used for a Session;
- (iv) any safety incident, injury, illness, theft, property damage, or emotional distress arising from a Session or user interaction; and
- (v) the content, instruction, advice, or services provided during any Session.
If you are a California resident, you expressly waive California Civil Code Section 1542 (and any similar law), which states:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."
You understand the significance of this waiver and expressly assume the risk of claims that may arise from facts not known to you at the time of agreeing to these Terms.
Nothing in this Section 6.6 releases Vibrato from liability for its own gross negligence, willful misconduct, or fraud, or for any liability that may not lawfully be released under applicable law. This release is intended to apply to the maximum extent permitted by law, and if any portion of it is held unenforceable, the remainder will continue in full force and effect.
7. USER CONDUCT & PROHIBITED ACTIVITIES
You agree NOT to:
- Circumvent Fees: Solicit or pay for Sessions outside the Platform to avoid Service Fees. Doing so will result in immediate permanent ban.\
- Harass or Discriminate: Engage in behavior that is unwanted, offensive, or discriminatory based on race, gender, religion, or orientation.\
- Misrepresent: Falsify your skills, credentials, or identity.\
- Scrape Data: Use bots or scrapers to access Platform data or AI models.
7.1. Enforcement; Suspension; Termination
Vibrato may (but is not obligated to) monitor, review, or remove User Content and may take any action we deem appropriate to enforce these Terms and protect the Platform, including: issuing warnings, limiting visibility, canceling bookings, suspending accounts, withholding payouts (as permitted by Section 4.5), or terminating access. We may take these actions with or without notice where we reasonably believe it is necessary to address fraud, safety concerns, harassment, policy violations, legal compliance, or risk to the Platform or other users.
Upon termination, Sections intended to survive will survive, including Sections 4.5, 5, 6, 7, 8, 9, 10, 11, and 12
7.2. Prohibited Sessions and Activities
Vibrato does not permit, and Hosts may not offer, Sessions involving any of the following. Doing so will result in immediate removal of the listing and may result in account suspension or termination:
- (a) Services requiring professional licensure, certification, or regulatory authorization that the Host does not lawfully hold, including but not limited to: medical diagnosis or treatment, psychotherapy or mental health counseling, legal advice, financial or investment advisory services, tax preparation, and prescribing or administering medication;
- (b) Activities involving controlled substances, illegal drugs, or unlicensed sale or service of alcohol;
- (c) Sessions conducted in private residences or other non-public locations not approved by Vibrato (during the Platform’s beta period, all Sessions must occur in public or curated venues approved by Vibrato);
- (d) Sessions involving any participant under the age of 18;
- (e) Sessions involving sexual activity, nudity, escort services, romantic companionship-for-hire, or any content of a sexual or suggestive nature;
- (f) High-risk or physically hazardous activities, including but not limited to contact sports, martial arts, combat or self-defense training, extreme or adventure sports, any activity involving firearms, bladed weapons, projectiles, fire, or other dangerous implements, motorized vehicle or aviation instruction, swimming or water-based activities, climbing, and any activity presenting a material risk of serious bodily injury;
- (g) Any activity involving physical contact with, manipulation of, or physical guidance of a participant’s body, including but not limited to massage, bodywork, assisted stretching, chiropractic or physical therapy techniques, and energy or touch-based healing practices;
- (h) Sessions that facilitate, promote, or engage in any illegal activity, discrimination, harassment, violence, hate speech, or harm to self or others;
- (i) Sessions involving the handling of bodily fluids, invasive procedures, tattooing, piercing, or any activity requiring medical or health-related licensure;
- (j) Commercial recruitment, multi-level marketing, pyramid schemes, political campaigning, religious proselytizing as the primary purpose of the Session, or solicitation of investment; and
- (k) Any activity Vibrato determines, in its sole discretion, poses an unacceptable risk to users, third parties, or the Platform.
Vibrato reserves the right to update this list of Prohibited Sessions at any time. Hosts are solely responsible for ensuring their Sessions comply with all applicable laws, licensing requirements, and these Terms. Listing a Session constitutes your representation and warranty that it does not fall into any Prohibited category and that you hold any license, certification, permit, or insurance required for the activity.
Vibrato does not pre-approve, certify, or verify that any Session complies with this Section, and does not verify any Host’s licenses, certifications, qualifications, training, or insurance. The existence of this list does not create, and shall not be construed to create, any duty on Vibrato’s part to detect, prevent, review, or remove any listing or Session, and Vibrato’s failure to detect or remove a non-compliant listing or Session is not a breach of these Terms and does not constitute an endorsement or approval of that listing or Session.
7.3. Information Sharing for Safety
Vibrato may share information about violations, enforcement actions, and safety concerns with its affiliates, subsidiaries, successors, and partner services. A suspension, ban, or termination from the Platform may result in corresponding removal from affiliated services, and a ban from an affiliated service for safety or conduct reasons may result in removal from the Platform. You acknowledge that Vibrato may not disclose the reasons for an enforcement action if doing so could compromise the safety or privacy of other users or the integrity of an investigation.
8. CONTENT & INTELLECTUAL PROPERTY
8.1. User Content License
You retain ownership of content you post or submit through the Platform (“User Content”). You grant Vibrato a worldwide, royalty-free, sublicensable, transferable license to host, store, reproduce, modify, adapt, display, perform, distribute, and otherwise use your User Content to: (i) operate, provide, and improve the Platform; (ii) facilitate Sessions and customer support; (iii) promote and market the Platform and Sessions (including through excerpts, thumbnails, and previews); and (iv) maintain safety, trust, and security, including investigation and enforcement.
This license is non-exclusive. You retain the right to use, reproduce, adapt, publish, and distribute your User Content for any purpose — including on other platforms and in your own marketing — and this right applies equally to User Content that was drafted, generated, enhanced, refined, or modified with the assistance of the Platform or its AI features (including “Talk to SEYA”). Vibrato retains all rights in the Platform itself and in any screenshots, excerpts, or composite presentations of the Platform that Vibrato creates, including those that incorporate your User Content.
8.2. AI Improvement; De-Identified Data
You grant Vibrato the right to use de-identified and/or aggregated data derived from User Content and Platform interactions (including booking outcomes, ratings, and safety signals) to develop, train, tune, and improve our algorithms and AI systems. Vibrato will not intentionally use content from your private messages to publicly identify you. Any use of personal information in connection with AI processing will be handled as described in our Privacy Policy.
9. DISCLAIMERS
10. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, VIBRATO WORLD LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DATA) ARISING OUT OF THESE TERMS OR THE USE OF THE PLATFORM.
TO THE FULLEST EXTENT PERMITTED BY LAW, VIBRATO'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU HAVE PAID TO VIBRATO, OR RECEIVED THROUGH VIBRATO, IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY, OR (B) FIVE HUNDRED U.S. DOLLARS ($500).
NOTHING IN THESE TERMS LIMITS OR EXCLUDES LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, OR ANY OTHER LIABILITY THAT CANNOT LAWFULLY BE LIMITED OR EXCLUDED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
11. INDEMNIFICATION
You agree to release, defend, indemnify, and hold harmless Vibrato World LLC and its officers, directors, employees, agents, affiliates, licensors, and service providers from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to:
- (i) your breach or alleged breach of these Terms;
- (ii) your User Content, including any content generated, enhanced, or modified with the assistance of the Platform’s AI features;
- (iii) your interaction with any other user, whether online or in-person;
- (iv) any injury, illness, damage, or harm you cause to another person or their property;
- (v) any Session you host, attend, or participate in, including the content, advice, instruction, services, or recommendations provided during such Session;
- (vi) any venue, location, premises, or property used in connection with a Session, including claims by venue owners, operators, or third parties;
- (vii) your violation of any applicable law, regulation, licensing requirement, or the rights of any third party; and
- (viii) any misrepresentation you make regarding your identity, skills, qualifications, credentials, or eligibility to use the Platform.
Vibrato reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Vibrato in asserting any available defenses. You will not settle any claim that affects Vibrato without Vibrato’s prior written consent.
12. DISPUTE RESOLUTION: INFORMAL PROCESS, ARBITRATION & CLASS ACTION WAIVER
12.1. Informal Resolution First
Before either party initiates arbitration or a court proceeding (except as set forth in Section 12.3), you and Vibrato agree to first attempt to resolve the dispute informally. The initiating party must send a written notice of dispute (“Notice”) describing the nature and basis of the claim and the relief sought. Notices to Vibrato must be sent to: Vibrato World LLC, Attn: Legal, 572 Grand Street, G1805, New York, NY 10002, and legal@seya.world. We will respond within a reasonable time, and the parties will attempt to resolve the dispute in good faith for at least 30 days after receipt of the Notice.
12.2. Agreement to Arbitrate; FAA
Except as expressly provided in Section 12.3, you and Vibrato agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Platform (each, a “Dispute”) will be resolved by binding, individual arbitration and not in court. This arbitration agreement is governed by the Federal Arbitration Act (“FAA”).
12.3. Exceptions
Either party may: (a) bring an individual action in small claims court if it qualifies; and (b) seek injunctive or equitable relief in a court of competent jurisdiction to prevent actual or threatened misuse of intellectual property rights or unauthorized access to the Platform.
12.4. Arbitration Provider; Rules; Location
The arbitration will be administered by JAMS or the American Arbitration Association (AAA) under the provider’s applicable rules, including any procedures for mass or multiple consumer cases, as modified by these Terms. Unless the parties agree otherwise, arbitration will be conducted in New York, New York, or by videoconference if permitted by the arbitrator.
12.5. Individual Basis; Class Action and Jury Trial Waiver
YOU AND VIBRATO AGREE THAT DISPUTES MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to resolve that party’s individual claim. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND VIBRATO EACH WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATED TO THESE TERMS, THE PLATFORM, OR ANY SESSION, WHETHER BROUGHT IN COURT OR IN ARBITRATION. This jury trial waiver applies to any Dispute that proceeds in court under the exceptions in Section 12.3 or if any portion of the arbitration agreement is held unenforceable.
12.6. Batch / Bellwether Procedure for Similar Claims
To increase efficiency and reduce burden, if 25 or more similar Disputes are asserted against Vibrato by the same or coordinated counsel or are otherwise coordinated (“Mass Filing”), the parties agree that: (a) the Disputes will be grouped into batches of up to 25 and proceeded in arbitration in batches; (b) the first batch will proceed as “bellwethers,” and the parties will engage in good-faith settlement discussions after each batch; and (c) no provider fees for later batches will be assessed until the prior batch is resolved, to the extent permitted by the administrator’s rules. A court of competent jurisdiction may enforce this batching provision and, if necessary, enjoin the filing or prosecution of arbitrations that do not comply with it.
12.7. Opt-Out
You may opt out of arbitration by sending written notice to legal@seya.world within 30 days of the date you first accept these Terms. Your opt-out notice must include your name, the email associated with your account, and a clear statement that you want to opt out of arbitration. If you opt out, neither party will be bound by Sections 12.2 through 12.6. Opting out of arbitration does not affect any other provision of these Terms, all of which remain in full force and effect.
12.8. Governing Law
Except for the arbitration agreement in Sections 12.2 through 12.7 (which is governed by the FAA), these Terms are governed by the laws of the State of New York, without regard to conflict of law principles.
13. GENERAL PROVISIONS
13.1. Assignment
You may not assign these Terms without Vibrato’s consent. Vibrato may assign these Terms without restriction.
13.2. Severability
If any provision is held invalid, the remaining provisions shall remain in full force.
13.3. Modifications to Terms
Vibrato may update these Terms from time to time. We will notify you of material changes via email, in-app notification, or by posting the updated Terms on the Platform with an updated “Last Updated” date. For non-material changes, your continued use of the Platform after the effective date constitutes acceptance. Notwithstanding the foregoing, any material changes to Section 5 (Safety, Assumption of Risk & Tools), Section 6 (Session Acknowledgment and Express Assumption of Risk), Section 10 (Limitation of Liability), Section 11 (Indemnification), or Section 12 (Dispute Resolution) will require your affirmative acceptance before taking effect as to you. If you do not accept such changes, you must stop using the Platform; continued use after affirmative acceptance constitutes your agreement to the updated Terms.
13.4. Entire Agreement
These Terms, together with the Privacy Policy, the Source Services Agreement (applicable to Hosts), and any additional terms disclosed to you at the time of purchase or booking, constitute the entire agreement between you and Vibrato regarding the Platform and supersede all prior agreements. The Session Acknowledgment and Express Assumption of Risk set forth in Section 6 forms part of these Terms and is not a separate document.
13.5. No Waiver
Vibrato’s failure to enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
13.6. Third-Party Services
The Platform incorporates mapping and location services provided by Google, including the Google Maps API(s). By using the Platform, you are also bound by Google’s Terms of Service, currently available at https://policies.google.com/terms, and Google’s Privacy Policy applies to information Google collects through those services. Payment processing is provided by our third-party payment processor, and your use of those services is governed by the terms referenced in Section 4.2.
14. CONTACT
For legal notices or questions:
Vibrato World LLC
Attn: Legal
572 Grand Street, G1805
New York, NY 10002