Welcome to the Veply Application (our “APP”). These Terms of Use and End User License (the “Terms”) constitute a legal agreement between you and Veply of 14714 mill spring dr midlothian va 23112 (“Veply”, “we”, “us” or “our”) governing the use of our APP and our Services. We license use of our APP to you on the basis of these Terms. We do not sell our APP to you, and we remain the owner of our APP at all times.

1. Terms And Conditions
   1.    The provisions set out in these Terms govern your access to and your use of our APP and shall constitute a legally binding agreement between you and us. We may change such terms from time to time and shall notify you accordingly if we do. If you do not agree to such terms, you must not use our APP.
   2.    Subject to you agreeing to abide by these Terms, we hereby grant to you a revocable, non-exclusive and non-transferable license to use our APP on these Terms.
   3.    By using our APP, you agree and acknowledge that:
      1. you have read the terms set out in these Terms and agree to be bound by and comply with them; and
      2. you shall ensure that all Users of your Account abide by these Terms.
   4.    We reserve the right to, without any notice, explanation, or liability and in our sole discretion, refuse to allow you or suspend your access to our APP or your Account at any time, or remove or edit content (including content submitted by you) on our APP or on any of our affiliated websites (including social media pages).
   5.    We reserve the right to change, modify, suspend, or discontinue any portion of the Services, our APP or any other products, services, affiliated websites (including social media pages) and/or other software provided by us in connection with any of the foregoing at any time. You agree that access to or operation of any of the foregoing may from time to time be interrupted or encounter technical difficulties.
   6.    Save to the extent permitted by us in writing, you are not permitted to use, or submit any content to, our APP or any of our affiliated websites to advertise, promote or market any products or services of any third party or yourself.

 

2. Apple Devices License Agreement
   1.    The following terms apply when you use our APP obtained from the Apple App Store to access our APP:
      1. the License granted to you for our APP is limited to a non-transferable License to use our APP on a device that utilizes the Apple iOS operating systems, as applicable, and in accordance with the usage rules set forth in Apple’s terms of service;
      2. we are responsible for providing any maintenance and support services with respect to the APP as specified in the terms and conditions of this License or as otherwise required under applicable law, and you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the APP.
      3. you must comply with Apple’s terms of agreement when using the APP,
      4. you acknowledge and agree that Apple is a third-party beneficiary of the terms and conditions in this License, and that Apple will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this License against you as a third-party beneficiary thereof.

 

3. Account and Password
   1.    The Services are provided to via a dedicated account.
   2.    You are responsible for keeping your account confidential.
   3.    You are also responsible for any use of any account that you have access to, whether or not you authorised the use.
   4.    You will immediately notify us of any unauthorized use of your accounts.
   5.    You are solely responsible for any losses, damages, fees, or liability due to your lost, stolen, hacked or otherwise compromised account.

 

4. Intellectual Property
   1.    All Content included on the APP, unless uploaded by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of Veply, our affiliates or other relevant third parties. By continuing to use the APP you acknowledge that such material is protected by applicable US and International intellectual property and other relevant laws.
   2.    You may not reproduce, copy, distribute, store or in any other fashion re-use material from the APP unless otherwise indicated on the APP or unless given express written permission to do so by Veply.
   3.    You acknowledge that all intellectual property rights in our APP anywhere in the world belong to us, that rights in our APP are licensed (not sold) to you, and that you have no rights in, or to, our APP other than the right to use them in accordance with these Terms.
   4.    Any intellectual property rights in content uploaded by you to our APP shall continue to belong to you or their respective owners. You agree that you grant us a royalty-free and non-exclusive license to use, reproduce, publish, and display such intellectual property rights for the purposes of performing the Services, promotional purposes, internal administrative purposes, and any other purposes set out in these Terms, including for the purpose of improving the Services and our responses to users of the APP.
   5.    You acknowledge that you have no right to have access to our APP in source code form.
   6.    You must not modify the paper or digital copies of any materials you have printed off or downloaded from our APP in any way and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
   7.    You must not use any part of the content on our APP for commercial purposes not specified on our APP without obtaining a license to do so from us or our licensors.
   8.    If you print off, copy, or download any content on our APP in breach of this Agreement, your right to use our APP will cease immediately, and you must, at our option, return or destroy any copies of the materials you have made.

 

5. Nonexclusive license
   1.    Veply grants you a limited, revocable, non-exclusive, non-sub-licensable license to install, copy and use the APP solely as necessary for you to use the Service; and
      1. you will not (and You will not allow any third party to)
      2. copy, modify, adapt, translate or otherwise create derivative works of the APP;
      3. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the APP, except as expressly permitted by the law in effect in the jurisdiction in which You are located;
      4. rent, lease, sell, assign or otherwise transfer rights in or to the APP;
      5. remove any proprietary notices or labels on the APP or placed by the Service;
      6. use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the APP; or
      7. use data labelled as belonging to a third party in the Service for purposes other than use of the APP and Service.

 

6. Contribution license
   1.    By posting your Contributions to any part of the APP or making Contributions accessible to the APP by linking your account from the APP to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation,

your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorise sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.

6.2.   This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

6.3.   We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights, or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the APP.

6.4.   You are solely responsible for your Contributions to the APP, and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

6.5.   We have the right, in our sole and absolute discretion,

6.5.1. to edit, redact, or otherwise change any Contributions;

6.5.2. to pre-screen or delete any Contributions at any time and for any reason, without notice.

6.6.   We have no obligation to monitor your Contributions.

6.7.   Nothing contained in this Agreement shall be construed to create an entitlement to any share of, payment of, or other form of compensation in, any income or revenues generated ,including but not limited to advertising, search, promotions, sponsorship, usage, statistics, data analysis, partnerships, promotion or any commercial exploitation whatsoever of the by you uploaded content, materials, submissions, in any form or form, media, or technology now known or hereafter developed.

 

7. Acceptable Use and Content Standards
   2.    These content standards apply to any and all information and material which you post or upload on our APP (“Contributions”).
   3.    You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of any Contribution as well as to its whole.
   4.    Contributions must:
      1. comply with applicable law, in particular, the laws of any country from which they are posted; and
      2. be placed in the correct and appropriate categories.
   5.    You shall be responsible for ensuring all Contributions are up-to-date, authentic, truthful and accurate. You shall be responsible for the origin of the Contributions and must ensure that you either have all ownership rights to the Contributions posted or all rights and/or consents or licenses allowing you to upload and post the Contributions to and on our APP.
   6.    Contributions must not:
      1. infringe any intellectual property right of any other person;
      2. be made in breach of any legal duty owed to a third party, such as a contractual duty, a duty of confidence or any duty arising under law;
      3. contain any material which is defamatory of any person, obscene, offensive, or inflammatory or promotes any illegal activity, discrimination, violence, or ill-will and hostility;
      4. be threatening or abusive, invade another’s privacy, or cause or be likely to cause annoyance, alarm, inconvenience or needless anxiety to any other person;
      5. be used to impersonate any person, or to misrepresent your identity or affiliation with any person;
      6. give the impression that they emanate from us, if this is not the case; or

7.5.7. advocate, promote or assist any unlawful act or otherwise contain any material which is criminal in nature.

7.6.   We reserve the right to request that you amend or delete the Contributions if it is found that any of the Contributions posted by you is in contravention of this acceptable use policy.

7.7.   Where you choose to terminate your account with us, you may delete all previous Contributions made by you and retain a copy of the same.

 

8. Prohibited Uses
   5.    You may use our APP only for lawful purposes. You may not use our app:
      7. in any way that breaches any applicable local or international laws or regulations;
      8. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
      9. to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as set out in our prevailing terms and conditions as amended from time to time; and
      10.     to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
   6.    You also agree:
      7. not to reproduce, duplicate, copy or re-sell any part of our APP in contravention of the provisions of our Terms; and
      8. not to access without authority, interfere with, damage or disrupt:
      9. any part of our APP;
      10.     any equipment or network on which our APP is stored;
      11.     any software used in the provision of our APP; or
      12.     any equipment or network or software owned or used by any third party.

 

9. Your relationship with Veply
   5.    Veply does not offer the services and merely provides the technical and organizational infrastructure to ensure the proper conduct of bookings in the APP.
   6.    Veply does not itself become a contracting party to the contracts concluded exclusively between the Users.
   7.    Users themselves are responsible for compliance with legal requirements and the assertion of claims arising from the contracts they have concluded. In particular, Veply does not guarantee:
      7. the accuracy and completeness of the statements and declarations made in relation to the Services offered,
      8. the Services offered as such; and
      9. the conduct and performance of the relevant Service User/Service Provider, respectively.
   8.    Users are required to comply with applicable laws when using the APP and Service.
   9.    It is each Service Providers own responsibility to ensure that their offers are lawful and do not infringe the rights of third parties.
   10.                       The content published on Veply by the respective Users is generally not reviewed by Veply and does not represent the opinion of Veply.
   11.                       Veply is entitled to check the personal details of the Service Providers by means of suitable official documents in order to confirm the correctness of the data entered.
   12.                       Although Veply is reviewing and selecting the Service Providers upon sign-up, Veply can only perform a limited review of the Documentation and Qualifications provided by Service Providers. Therefore, no guarantee can be given for the accuracy of the Services provided by the respective Service Providers.
   13.                       The offer of Veply contains services which are provided in connection with an internet-based online APP. At Veply, the respective service offers can be accessed at will.

9.10.                      Veply is not a mediator or arbitrator but offers limited dispute resolution services if service was not as described or Service Provider is not responding whether trough electronic means or customer support. Any such decision made shall be binding on both parties.

9.11.                      Subject to the forgoing, the service for Service Users is limited to giving them the opportunity to get to know Service Providers and the service for Service Providers, is limited to giving them the opportunity to create a profile, through which other Users are encouraged to contact them, at their own initiative. Veply does not guarantee that Users will find suitable Service Providers or that Service Providers will find suitable Users.

9.12.                      Veply assumes no liability for the content that Service Providers provide, nor the ability to fulfil the requirements for a by the Service Providers advertised service or also any information provided by the Service Providers.

9.13.                      Veply has no influence on the offers made by Service Providers.

 

10. Warranties
    10.                   While we make all efforts to maintain the accuracy of the information on our APP, we provide the Services, APP and all Related Content on an “as is” and “as available” basis, unless otherwise specified in writing. We make no representations or warranties of any kind, express or implied, as to the operation of any of the foregoing, unless otherwise specified in writing.
    11.                   You acknowledge that no Third Party is authorised to make any statement or representation for and on behalf of us.
    12.                   To the full extent permissible by law, we disclaim all warranties, express or implied, relating to our APP or any Services, including but not limited to implied warranties of merchantability and fitness for a particular purpose. We do not warrant that the Services, our APP, the Related Content, or electronic communications sent by us are free of viruses or other harmful components.

 

11. Limitation of Liability
    10.                   We are not liable for the completeness, accuracy or correctness of any information uploaded on our APP and any Related Content. You expressly agree that your use of the Services and our APP, is at your sole risk.
    11.                   You agree not to use the Services, our APP and the Related Content for any re-sale purposes, and we have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms (including but not limited to the use of, or inability to use, the Services, our APP or any other website or software) for:
        1. loss of profits, sales, business, or revenue;
        2. business interruption;
        3. loss of anticipated savings;
        4. loss or corruption of data or information;
        5. loss of business opportunity, goodwill or reputation; or
        6. any other indirect or consequential loss or damage.
    12.                   Nothing in these Terms shall limit or exclude our liability for:
        1. death or personal injury resulting from our negligence;
        2. fraud; and/or
        3. any other matter in respect of which we are prohibited under applicable law from limiting or excluding our liability.
    13.                   Our APP is not intended to serve a record-keeping function and we shall not be liable for any loss of data or content.
    14.                   These Terms set out the full extent of our obligations and liabilities in respect of the supply of the Services and our APP. Except as expressly stated in these Terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Services

and our APP which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

 

12. Indemnity

You agree to indemnify and hold us, our related, and our respective directors, officers, employees, agents and representatives, independent contractors, licensees, successors and assigns harmless from and against all claims, losses, expenses, damages and costs (including but not limited to direct, incidental, consequential, exemplary and indirect damages), and reasonable legal fees, resulting from or arising out of your act, default or omission, whether in your use of our APP, Services, and/or any websites or software in relation thereto or otherwise, and whether in respect of your breach of these Terms or any laws or regulations or otherwise.

 

13. Other important terms
    1.                       We may transfer our rights and obligations under these Terms to another organization, but this will not affect your rights or obligations under these Terms.
    2.                       You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
    3.                       No joint venture, partnership or agency or employment relationship has arisen by reason of these Terms.
    4.                       These Terms and any document expressly referred to in it constitutes the entire agreement between us regarding their subject matter, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between us, whether written or oral, relating to that subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms or any document expressly referred to in it.
    5.                       If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
    6.                       Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
    7.                       These Terms, its subject matter and its formation, and any other disputes or claims in connection therewith, are governed by the law of the State of Virginia. In the event of any such disputes or claims in connection with these Terms, you agree to first engage in good faith discussions with us to resolve such dispute or claim. If such dispute or claim is not resolved within sixty (60) days, we both irrevocably submit to the exclusive jurisdiction of the courts of Midlothian.