Table of Contents
Relationship of the Parties
Conditions for using the Service
Booking Fee
Right to cancel, mistakes and errors
Intellectual Property Rights
Access and Interference
Privacy
Limitation of Liability
Termination
Applicable Law and Forum
Miscellaneous
These Terms of Service for Customers (“Terms of Service'') are between you, the person making use of the Service, (“you”, “your”, “Customer”) and Vally (“Vally”, “we”, “us”, or “our”), and describe your rights and responsibilities when using our online booking, reservation, and facilitated payments solution (the “Service”). Please read them carefully.
These Terms of Service are a legally binding contract between you and Vally, a comprehensive online booking and reservation solutions company for tourism businesses (“Provider” or “Providers”), that acts as a limited purpose payment agent on your behalf, allowing customers like you to book and pay for tourism reservations online. Upon completion of an online booking or reservation, you confirm that you have read, understand, and agree to be bound by these Terms of Service along with any other terms that you’re provided with during the booking process.
Please note that your use of and access to the Vally services are subject to the following terms; If you do not agree to any of the following, you may not use or access the Vally services in any manner. If you have any questions, comments, or concerns regarding these terms or the Services, please contact us via email at: [email protected]
Upon using the Service to complete the trip reservation process and purchase a Provider’s product or service (“Booking”), you enter into a direct contractual relationship (the “Experience Contract”) with the Provider. Vally is not a party to the Experience Contract.
You agree that the Provider is solely responsible for (i) performing its obligations under the Experience Contract, and (ii) informing you of any relevant policies and practices that you are required to comply with.
Vally does not (i) exercise any control or authority over Provider, its employees, agents, or representatives; (ii) own, sell, furnish, provide, rent, manage, or control the Provider’s products and services; or, (iii) own or possess any right, title, or interest in Provider.
Vally and the Providers operate independently, and you agree that nothing in these Terms of Service shall be interpreted to create an association, joint venture, agency relationship, or partnership between Vally and a Provider.
Vally’s responsibilities are limited to providing the Service for your use, which includes (i) facilitating all payments for Bookings made using the Service, (ii) acting as a limited purpose payment agent on your behalf to collect the amount to be paid to the Provider under the Experience Contract for the purchased product or service (“Experience Fee”), and (iii) paying the Experience Fee to the Provider on your behalf. To fulfill these responsibilities, Vally engages with licensed payment services providers.
The Provider is solely responsible for the information regarding Provider’s products and services that can be booked through the Service. More specifically: it is the Provider’s sole responsibility that the information provided to you regarding Provider’s products and services (and the terms and conditions related thereto) is complete, correct, adequate, and current. Vally is not an agent or representative of the Provider, and makes no representations or warranties of any kind, whether expressed or implied, to you relating to information about Provider’s products and services.
Vally offers the use of a platform that enables Users to publish, offer, search for, and book Guide and Lodge services. We do not and cannot control the conduct of Clients, Guides, or Lodges. You acknowledge that Vally has the right, but does not have any obligation, to monitor the use of Vally’s services and platform and verify information provided by our Users. Users agree to cooperate with and assist Vally in good faith, and to provide Vally with such information and take such actions as may be reasonably requested by Vally with respect to any investigation undertaken by Vally regarding the use or abuse of Vally’s services and platform. Vally is not acting as an agent for any User except for where Vally acts as a collection agent as provided for with this Terms of Service.
To the extent prohibited by applicable law, the Service is not intended for and should not be used by anyone under the age of eighteen (18). By using the Service, you represent that:
you are at least eighteen (18) years old;
you possess the legal authority to enter into binding legal obligations; and
you will only use the Service to make a legitimate Booking for yourself or for another person for whom you are legally authorized to represent.
If you or the person making use of the Service makes a Booking for a third-party, you or the person making use of the Service agree to assume responsibility for (i) informing the third-party of the terms set out in the Experience Contract, and (ii) obtaining the third-party’s agreement to the terms of the Experience Contract;
You or the person making use of the Service agree to refrain from using the Service to circumvent any obligation to pay a fee to Vally, e.g., locating a Provider but completing the transaction using means other than the Service.
Vally charges a fee (that you agree to pay) for using the Service to obtain (and make payment for) a reservation for Provider’s products or services (“Booking Fee”). The amount of the Booking Fee is clearly displayed in the payment page.
The Booking Fee is inclusive of any applicable taxes.
The Booking Fee shall be collected from you together with the Experience Fee.
The Booking Fee shall only be refunded in the event that a Guide or Lodge Service Provider cancels the Experience Contract. In no event shall any Booking Fee be refunded for any cancellation made by or on behalf of the Customer.
Additional fees or charges may be imposed by your financial institution for international transactions.
The information displayed on the Service may contain technical inaccuracies, typographical errors, or other discrepancies including, but not limited to, rates, fees, or availability in connection with your Booking. Because Providers control the information displayed in the Service, Vally cannot and does not endorse the accuracy of such information and makes no warranties or representation of any kind, whether express or implied. You agree that Vally is not responsible for any errors, inaccuracies, or omissions related to information displayed in the Service.
You agree that Vally has the right to make any changes, corrections, or cancellations to any errors, inaccuracies, or omissions in the Service (i) if requested to undertake such actions by the Provider, or (ii) if such actions are necessary to correct hardware or software error(s).
Vally is not responsible for communication failures, errors, difficulties, or other malfunctions, nor is it responsible for any lost, stolen, or misdirected transactions, transmissions, messages, or entries on or in connection with the Service. The Service may not be continuously available
due to (i) maintenance or repairs,, (ii) disruptions in Internet service, or (iii) other unforeseen circumstances.
Vally grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Service and the content made available through the Service solely for the purposes it is being made available for. This license does not include any collection and use of any images or third-party content on the Service; any derivative use of the Service or its contents; any downloading or copying of customer or account information for the benefit of a third-party; or any use of data mining, robots, scraping or similar data gathering and extraction tools. Except as expressly permitted by these Terms of Service, the Service, or any portion thereof, may not be reproduced, sold, resold, visited or otherwise exploited for any commercial purpose without Vally’s express written consent.
All of the content featured or displayed on the Service, including without limitation, text, graphics, photographs, images, sound, and illustrations (“Content”), is owned by Vally, its licensors, vendors, agents or Providers. All elements of the Service, including without limitation the general design and the Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights. The Service may only be used for the intended purpose for which such Service is being made available. You may not modify any of the materials nor copy, distribute, transmit, display, perform, reproduce, adapt, publish, license, create derivative works from, transfer or sell any information or work contained on the Service. The Service, its Content and all related rights shall remain the exclusive property of Vally or its licensors unless otherwise expressly agreed. You will not remove any copyright, trademark or other proprietary notices from material found on the Service.
All trademarks, service marks and trade names of Vally used in the Service (including but not limited to: Vally’s name and logo; the Service’s name, design, and any logos) (collectively “Marks”) are trademarks of Vally or its affiliates, partners, vendors or licensors. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify the Marks in any way, including in advertising or publicity pertaining to distribution of materials on the Service, without Vally’s prior written consent. Vally prohibits the use of the Marks as a link on or to any other website unless establishment of such a link is approved in advance. You shall not use Vally’s name or any language, pictures or symbols which could, in Vally’s judgment, imply Vally’s endorsement in any written or oral advertising, presentation, brochure, newsletter, book, or other written material of whatever nature, without prior written consent.
From time to time, the Service may contain links to external websites that are not owned, operated, or controlled by Vally or its affiliates. All such links are provided solely as a convenience to you or the person making use of the Service. Neither Vally nor any of its respective affiliates are responsible for any content, materials or other information located on or accessible from any other websites. Vally and its affiliates do not endorse, guarantee, or make any representations or warranties regarding any other websites, services, or any other information located or accessible from any other websites or services. If you or the person
making use of the Service decide to access any other websites, this person does so entirely at their own risk.
You will not:
use any robot, spider, scraper or other automated means to access the Service for any commercial purpose without express written permission of Vally or its licensors;
take any action that imposes, or may impose in Vally’s sole discretion, an unreasonable or disproportionately large load on our infrastructure;
interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or
bypass any measures Vally may use to prevent or restrict access to the Service. Vally retains the right at its sole discretion to deny access to anyone to this Service, at any time and for any reason, including, but not limited to, for violation of these Terms of Service.
Vally processes your personal information (e.g . financial data and full name) provided by you for the purposes as described in Section 1.5. Vally relies on the legal basis that the processing of your personal information is necessary for entering into and the performance of a contract. If you do not provide us with the required personal information, we are not able to provide you the Service.
After providing the Service, your personal information will be shared with the Provider so the Provider can perform the Experience Contract. Your personal information will be processed further by the relevant Provider, in accordance with their own policies. For such processing of personal information, the relevant Provider is responsible as the data controller. Therefore, if you have a request or a complaint regarding the processing of your personal information by the Provider, please contact said Provider directly. In addition, we may share your personal information with third party service providers who assist us in operating our Service, such as payment service providers and web hosting companies. Again, for such processing of personal information, the relevant third party is responsible as the data controller. Therefore, if you have a request or a complaint regarding the processing of your personal information by a third party, please contact said third party directly.
Vally will process your information for as long as our processing purpose and our legitimate interests in documentation and keeping evidence require it or storage is a technical requirement, unless Vally is legally required to keep your personal information, for example in connection with contractual obligations or supervisory and tax obligations. If there are no
contrary legal or contractual obligations, we will delete or anonymize your information once the storage or processing period has expired as part of our usual processes.
We may transfer information to countries outside of your country of residence, which may have data protection laws and regulations that differ from those in your country. Any transfers of information originating from within the European Economic Area to countries outside the EEA will be made on the basis of the standard clauses approved by the European Commission, which may be found at the Commission’s website here, without prejudice to Vally’s right to conclude that another justification may also apply.
You have the rights of access; rectification; erasure; restriction on processing; objection to processing and portability. You can exercise those rights by contacting [email protected]. You also have the right to lodge a complaint with the competent supervisory authority.
Please also review Vally’s Privacy Policy
Vally assumes no responsibility for and is not liable for any damages to computers, equipment or other property of you or the person making use of the Service caused by or arising from their access to, use of, or browsing of the Service, or their downloading of any information or materials from this Service.
In no event will Vally, or any of its officers, directors, employees, shareholders, affiliates, agents, successors or assigns be liable to you, the person making use of the Service, or anyone else for any indirect, punitive, or consequential damages (including but not limited to those damages resulting from lost profits, lost data or business interruption) arising out of the use, inability to use, or the results of using the Service (or the materials, information or other content contained on the Service) whether on the basis of contract or on any other legal basis.
In the event of any problem with the Service, you or the person making use of the Service agrees that their sole remedy is to cease using the Service.
In the event of any disputes or disagreements between you and the Provider, you agree (i) that Provider is fully responsible and solely liable for any injuries, losses, or damages arising out of said disputes or disagreements, and (ii) that Vally assumes no responsibility and no liability for any injuries, losses or damages arising out of said disputes or disagreements.
You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you invite to join any Service. If you are booking a Service for an additional guest who is a minor or if you bring a minor to a Service, you must be legally authorized to act on behalf of the minor and you are solely responsible for the supervision of that minor.
You acknowledge that many activities carry inherent risks and agree that, to the maximum extent permitted by applicable law, you assume the entire risk arising out of your access to and
use of the Vally Service and any Content, including your use of any Service or any other interaction you have with other Customers whether in person or online. This means it is your responsibility to investigate a Service to determine whether it is suitable for you. For example, Services may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those Services.
In no event shall Vally’s total liability to you or the person making use of the Service (whether based on contract or tort or otherwise) exceed in the aggregate the greater of (a) the Booking Fee, or (b) one hundred US Dollars ($100).
Vally may suspend or terminate the use of the Service at any time in case of a breach of the obligations under these Terms of Service by you or the person making use of the Service.
These Terms of Service shall be exclusively governed by and construed in accordance with the laws of the United States of America. Any disputes arising out of or in connection with these Terms of Service shall exclusively be submitted to and dealt with by the competent court in Broward County, Florida, USA. Where applicable, mandatory national consumer protection laws of your country of residence may remain unaffected and you may make a claim in the courts of the country where you reside.
Messaging. As part of Vally, you may receive communications through Vally, including messages that Vally sends you (for example, via email or SMS). By signing up for Vally and providing us with your wireless number you consent to this messaging, which may include Vally using automated dialing technology to text you at the wireless number you provided, and you agree to receive communications from Vally, and you represent and warrant that each person you register for Vally or for whom you provide a wireless phone number has consented to receive communications from Vally. You agree to indemnify and hold Vally harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.
These Terms of Service shall be exclusively governed by and construed in accordance with the laws of the Florida, United States of America. Any disputes arising out of or in connection with these Terms of Service shall exclusively be submitted to and dealt with by the competent court in Broward County, Florida, USA.
You agree that any claim or cause of action under these Terms of Service must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. In the event of any controversy or dispute between Vally and you arising out of or in connection
with your use of the Service, the parties shall attempt, promptly and in good faith, to resolve any such dispute.
Modification and Amendment. Vally reserves the right to modify or amend these Terms of Service at any time. Upon such modification or amendment, Vally will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated with your account, communicating such information via the Service, or by other means. Any modifications to these Terms of Service will become effective on the date set forth in our notice. If you do not agree to any modification to the Terms of Service, you shall immediately stop all access to and use of the Service. Your continued use of the Service after any modification to the Terms of Service shall be deemed as your acceptance to the Terms of Service as modified.
Severability. If any of the provisions of these Terms of Service are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Service, so that these Terms of Service shall remain in full force and effect.
Entire Agreement. These Terms of Service and the Privacy Policy together constitute the entire agreement between you and Vally, govern your use of the Service, and supersede any prior understandings or agreements with respect to the same subject matter between you and Vally (written or oral).
Waiver. Vally’s failure or delay to enforce any rights or provisions in these Terms of Service will not constitute a waiver of such provision, or any other provision of these Terms of Service.
Table of Contents
Relationship of the Parties
Payment Facilitation
Warranties
Terms of Use
Intellectual Property Rights
Listings
Insurance
Tax
Limitation of Liability and Indemnification
Term and Termination
Force Majeure
Confidentiality
Compliance Warranties
Applicable Law and Forum
Survival
Miscellaneous
These Terms of Service for Providers are between you, individually or on behalf of an entity you represent (“you” “your”), and Vally. (“Vally”, “we”, “us”, or “our”) and govern your use of the Service (as defined at the end of this section) (You and Vally are also each individually referred to as “Party” and collectively referred to as “Parties'' in these Terms of Service). Vally provides a comprehensive solution for businesses that desire an online booking reservation system.
Specifically, Vally provides various products and services to businesses and individual businesses in the tourism industry (“Providers”) that may include—amongst other things—platform creation, on-platform reservation payment capability, trip reservation systems and management solutions, marketing and promotions, performance reporting tools, pricing tools, website creation, website hosting, self-service knowledge bases, and distribution access tools, that allows you to list the availability of, accept and manage reservations for, and sell your products and services (“Service”).
These Terms of Service for Providers consist of the following General Terms and Conditions, (collectively “Terms of Service”).
You act as an entrepreneur and as a business towards Vally when making use of the Service.
Upon making a reservation and/or purchase through the Trip Reservation System created for you by Vally (the “TRS”), the customer enters into a direct contractual relationship with you (the “Experience Contract”). Vally is not a party to the Experience Contract, and merely acts as the limited purpose agent of the customer for the purpose of selecting and facilitating paying of Providers’ products and services through the Service (“Booking”). In exchange for facilitating the online payment and Booking process, Vally may charge the customer a fee for making a Booking via your TRS (i) on a booking link that Vally created for you, or (ii) on your own website, where the Service is integrated (“Booking Fee”). When a customer makes a Booking via your TRS, the customer pays two fees: the fee for the product or service provided under the Experience Contract (“Experience Fee”), and the Booking Fee.
You agree to only use the Service (i) to allow customers to make Bookings for products and services offered by you, (ii) to facilitate listings with third-party distributors of your products or services, and (iii) for any other purposes approved in writing by Vally.
You remain fully and solely responsible for fulfilling obligations to customers under Experience Contracts.
Independence of Providers. Your relationship with Vally is that of an independent individual or entity and not an employee, agent, joint venturer, or partner of Vally, except that Vally acts as a payment collection agent as described in herein. Vally does not direct or control any services or other business aspects of Providers, and you agree that you have complete discretion whether and when to provide any services to any users or guests, and at what price and on what terms to offer them.
Vally utilizes Stripe as a payment service provider and integrates facilitated payments solutions offered by Stripe into the Service it offers to you. A customer that makes a Booking through the Service will not pay any fees to Stripe for making use of its facilitated payment solution.
Within your TRS, Vally has integrated the IT-infrastructure that enables customers to make online payments for Bookings. In connection therewith, Vally has entered into contracts with Stripe to enable online payments.
You may be required to enter into a separate user agreement with Stripe to enjoy the benefits of the online payment services utilized by Vally, and to receive payments for Bookings made through the Service. The terms of the user agreement shall apply to all facilitated payments through the Service.
Vally Providers that use Stripe’s Payment processing services on Vally in connection to the Service are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreements”). By agreeing to the Stripe Services Agreements or by continuing to operate as a Provider on Vally, you agree to be bound by and comply with the Stripe Services Agreements, as the same may be modified by Stripe from time to time. As a condition of Vally enabling payment processing services through Stripe, you are required to provide Vally with accurate and complete information about you and your business, which you authorize Vally to share, including transaction information related to your use of the payment processing services provided by Stripe.
Vally disclaims all liability and bears no responsibility related to (i) any delay or unavailability of a facilitated payment in connection with the Service provided to you, or (ii) the fulfillment of Stripe’s obligations under the applicable User Agreement.
The facilitated payment typically includes (i) the collection of the Booking Fee paid by the customer, and (ii) the payment of the Experience Fee to you on behalf of the customer. You are required to provide all relevant information necessary to receive a payout in a timely and accurate manner.
Vally and you agree that Stripe shall collect both the Booking Fee and the Experience Fee from the customer. Moreover, Vally and you agree that Experience Fee will be paid to you on behalf of the customer, and that the Booking Fee will be retained by Vally as compensation for the service provided to the customer, including acting as the customer’s limited purpose payment agent.
The costs related to the facilitated payments shall be charged by the Stripe to Vally. Vally may charge you a fee as compensation for the use of the IT-infrastructure provided by Vally allowing for facilitated payments. If Vally decides to charge such a fee, payment shall be due in accordance with the terms of the invoice for the same. You agree and acknowledge that Vally may utilize the facilitated payment for settlement and payment of the outstanding amounts by offsetting any due or outstanding fees charged for your use of the IT infrastructure as well as any other amounts that are due by you, if applicable.
You hereby represent and warrant the following:
that you comply with applicable laws, including but not limited to all laws referenced in Section 13;
that you possess the legal capacity, right, power and authority to enter into these Terms of Service and fulfill the obligations set forth herein;
that you are under no obligation or restriction that does or would interfere or conflict with your ability to use the Service or adhere to these Terms of Service;
that the information you provided in connection with these Terms of Service is true, correct, and complete;
that your use of the Service and your TRS will be in accordance with these Terms of Service; and
that you will not use, copy, modify, transfer, assign, or create derivative works or distribute any rights in the Service or in Vally’s intellectual property to any third-party, in whole or in part.
If you breach the representations or warranties made in this Section 3, you will be fully responsible and liable for any and all damages suffered and/or to be suffered, directly or indirectly, arising out of said breach. Vally’s obligations and liabilities under these Terms of Service will be suspended until said breach is remedied. If said breach is not remedied within thirty (30) days or cannot be remedied, Vally’s obligations and liabilities under these Terms of Service will terminate.
Vally authorizes you to make use of the Service and your TRS in accordance with these Terms of Service. Any support and/or assistance from Vally with regard to your use of the Service and/or your TRS shall be provided on the basis of the conditions of these Terms of Service.
From time to time, Vally may, on your behalf and either upon your instruction and/or with your knowledge, integrate or set-up, as part of the Service or your own website, third party products or services and cookies or similar tracking technologies. You remain fully responsible and liable for such integration or set-up that Vally may execute on your behalf.
Vally has the right to audit your use of the Service at any time to determine whether your use complies with these Terms of Service. If Vally exercises its right to audit your use of the Service, you agree to cooperate fully with its completion of said audit at your sole cost and expense.
You agree to cooperate fully with Vally and its counsel or accountants in connection with the filing of tax returns, and any other audit, litigation, or other proceeding with respect to all applicable tax matters, including the retention and (at Vally’s request) the provision of records and information which are relevant to any such audit, litigation, or other proceeding, at your sole cost and expense.
You may not:
give or provide third parties access to the Service or use the Service for the benefit of third parties;
remove any indication of copyrights, brands, trade names or other rights of intellectual property from the Service;
use the Service for any purpose that would violate these Terms of Service, or in any manner that, as determined by Vally in its reasonable discretion, could impair, harm, or damage Vally, Vally’s business reputation, or the Service;
use the Service: (a) to disrupt, interfere with, or attempt to gain unauthorized access to services, servers, devices, or networks connected to or accessible via the Service; (b) to transmit or upload any material that contains viruses, malicious software, code or applications or any other harmful programs which may interfere with or disrupt the Service, or any network connected thereto; (c) to reverse engineer, decompile or disassemble the Service; (d) to scrape, build databases, or otherwise create copies of any data accessed or obtained using the Service; or, (e) to circumvent any limitations or restrictions on your use of the Service established by Vally.
You will contact us as soon as is reasonably practicable, and refrain from making public statements (including on social media) without prior written permission from Vally as it relates to the Service, at [email protected] if you become aware of or suspect:
any breach of the technical or organizational security measures applicable to the Service, involving your systems or any data collected through your TRS or the Service;
any technical or operational failure or error of any part of the Service, including affecting availability of the Service or any data accessible through the Service; or,
any fraudulent activity, unauthorized access or fraudulent transactions in any part of the Service or in the event of any breach of these Terms of Service.
Vally provides the Service, including the TRS, on an “as is” and “as available” basis. Vally will make commercially reasonable efforts to make the Service available, but cannot warrant or guarantee that the Service will be available at all times.
Vally will make new versions, releases, and updates to the Service to: (i) solve defects and/or errors, (ii) keep the Service up to date with market developments, or (iii) otherwise improve the Service. You may receive updates within your TRS or by other means regarding the aforementioned changes. Vally will only support the most recent version of the Service.
You agree to and are obliged to provide Vally with all information required to make use of the Service (e.g. the account registration information) in a timely and correct manner. You agree to ensure that all information is and remains true, accurate, current, and complete. You will be liable and solely responsible for any errors, mistakes or omissions in the information that you provide to Vally. Vally may suspend or terminate the Service if it has commercially reasonable grounds to suspect that the relevant information is untrue, inaccurate, not complete or current.
You shall not upload materials to your TRS that are (i) prohibited, (ii) infringe upon the rights of others, or (iii) unlawful. You will fully indemnify and hold Vally harmless (including all costs and reasonable legal fees incurred by Vally that are spent on the defense against such a claim) against third-party claims arising out of alleged infringement on a third-party’s rights related to materials uploaded to your TRS.
Vally may, in its sole discretion, remove information or direct you to remove information that Vally deems to be inappropriate or unlawful, and notify you thereof within a commercially reasonable amount of time.
You agree that you are solely responsible for and Vally is not liable for:
any technical inaccuracies, any print or typographical (spelling) errors or other errors on your TRS (including but not limited to rates, fees, or availability related to your products or services);
any changes made by or on behalf of you;
improper use of your TRS and/or the Service; or
use of your TRS and/or the Service together with software or equipment not approved by Vally.
You agree to regularly check the correctness of the information provided on your TRS and confirm that all information is up to date. You shall notify Vally immediately if you determine that changes should be made.
You are entirely and exclusively responsible for the security and confidentiality of your username and password that jointly give access to your Vally account. Moreover, you are solely responsible for all activity happening through your Vally account. If you share your username or password with a third-party, permit them to log on or to otherwise use the Service through using your account information, or if you are negligent in maintaining security of your username or password such that a third-party gains access to your Vally account, you assume all risks and losses and you are responsible for all account activities (including but not limited to changes to the username, password, listings bookings or account settings) of that third-party as if you performed these activities yourself. You shall immediately notify Vally of any unauthorized use of your account or any other breach of security that you become aware of.
Any individual identified in the registration data provided by you (or that you later identify to Vally) with ‘user permission’, including joint business owners or additional users, shall be deemed to be authorized to use your TRS. You grant permission and consent to Vally providing permitted users with information about your Vally account to discuss the account with them and to make changes to the account (depending on the authorization settings). Vally disclaims all liability and bears no responsibility in relation to disputes between you and any permitted user (or other third-party to whom you provided access to your account).
Any running or displaying of the Service or any information or material displayed on the Service in frames on another website or through similar means on another website without the prior written permission of Vally is prohibited. The Service may occasionally contain links to websites that are not owned, operated or controlled by Vally or its affiliates. Neither Vally nor any of its respective affiliates are responsible for the content, materials or other information located on or accessible by any website not owned, operated or controlled by Vally or its affiliates.
You agree to not:
use any robot, spider, scraper or other automated means to access the Service for any purpose without Vally’s express written permission;
take any action that imposes, or may impose in Vally’s sole discretion an unreasonable or disproportionately large load on Vally infrastructure;
interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; and/or
bypass or attempt to bypass any restrictive measures Vally may implement to prevent or restrict access to the Service.
Vally retains the right, in its sole discretion, to deny access to anyone to the Service, at any time and for any reason, including, but not limited to, for violation of the Terms of Service.
All of the content featured or displayed on the Service, including without limitation text, graphics, photographs, images, sound, and illustrations (“Content”), is owned by Vally, its licensors, vendors, agents or its Content providers. All elements of the Service, including without limitation the general design and the Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights. The Service may only be used for the intended purpose for which such Service is being made available.
All trademarks, service marks and trade names of Vally used in the Service (including but not limited to: Vally’s name and logo; the Service’s name, design, and any logos) (collectively “Marks”) are trademarks of Vally or its affiliates, partners, vendors or licensors. You are not allowed to use, copy, reproduce, republish, upload, post, transmit, distribute, or modify the Marks in any way, including in advertising or publicity pertaining to distribution of materials on the Service, without Vally’s prior written consent. Vally prohibits the use of the Marks as a link on or to any other website unless establishment of such a link is approved in advance. You shall not use Vally’s name or any language, pictures or symbols which could, in Vally’s judgment, imply Vally’s endorsement in any written or oral advertising, presentation, brochure, newsletter, book, or other written material of whatever nature, without prior written consent.
Vally may create websites, customer relationship management tools and other online features for your use (the “Online Assets”), and reserves the right to make changes to the Online Assets at its sole discretion. You acknowledge and agree that the Online Assets are the sole property of Vally and, except for any of your marks displayed thereon, are not a “work made for hire” under the Copyright Act or any other law. To the extent that the foregoing does not apply, you assign to Vally, and its successors and assigns, for no additional consideration, your entire right, title and interest in and to the Online Assets and any intellectual property rights contained therein. Vally makes no warranties or guarantees that the Online Assets fully comply with the applicable rules and regulations. During your use of the Online Assets, you will be responsible for ensuring compliance with the applicable rules and regulations. Nothing contained in these Terms of Service shall be construed to reduce or limit Vally’s right, title or interest in the Online Assets. Further, you agree to stop using and return to Vally the Online Assets at Vally’s request or upon the termination or expiration of these Terms of Service.
You may use the Service to create listings about your products or services. You will be prompted to answer a variety of questions in order to populate your listings, including, but not limited to, the location, capacity, size, features, availability of the product or service, cancellation and refund policy, pricing and related financial terms, applicable taxes and fees, and other information. All listings must also include all material terms and conditions. The listing information provided by you will be made publicly available for Bookings via the Service. You acknowledge and agree that once a Booking for your product or service is completed through your TRS, the price and terms for such Booking may not be altered unilaterally by you, the provider. You will not submit any listing with a false or misleading price or other information and will not submit any lists with a price and terms that it does not intend to honor.
When you create a listing, you may also choose to include certain requirements, which must be met by the customer who is eligible to request a Booking, including, but not limited to, requiring customers to have a verified phone number, certain qualifications or certifications, in order to book your product or services. You agree that no such requirements will be applied in a discriminatory or unlawful manner. In addition, you will not use the Service to request that a customer engages in any prohibited or unlawful activity or request any information from a customer that is prohibited by law or subject to any applicable data protection and security requirements.
Vally may provide you with the ability to customize the appearance of the display of your listings, including fonts and colors, on the Service. You agree that any alteration you make to the appearance of your listings is at your own risk, and that you are solely responsible if such alterations fail to comply with applicable accessibility regulations and/or international web content accessibility standards and guidelines.
Subject to these Terms of Service, you grant to Vally a worldwide, nonexclusive license in any and all media now or later known or developed during the term of these Terms of Service to use, reproduce, display, modify, create derivative works of (including translations), distribute,
(sub)license and transmit Your Content (as defined below) solely for the purpose of providing the Service. “Your Content” means all information, data, and content made available by you to Vally in connection with the Service, which may include:
your name, trademarks, and logos;
images, photographs, and descriptions of your products or services; and,
rates, pricing, schedules, capacities, and other information relating to reservation availability for your products or services.
Subject to the licenses granted under these Terms of Service, you reserve all right, title, and interest that you may have in Your Content. Subject to your rights, Vally or its affiliates, as applicable, will retain all right, title, and interest in all modifications, improvements on, and derivatives of Your Content, including any translations. You represent and warrant that:
you have all necessary rights to grant to Vally the licenses granted under these Terms of Service;
no consents from or payments to any third-party are required for Vally to exercise the rights granted under these Terms of Service; and,
Your Content and Vally’s use will not infringe upon any trademark, trade name, service mark, copyright, trade secret, or other proprietary right of any other person or entity.
You shall not post, upload, publish, submit or transmit any of Your Content via the Service that:
infringes, misappropriates or violates a third-party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability;
is fraudulent, false, misleading or deceptive;
is defamatory, obscene, pornographic, vulgar or offensive as determined in Vally’s sole judgment;
promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
is violent or threatening or promotes violence or actions that are threatening to any other person; or
promotes illegal or harmful activities or substances.
In addition to any other remedies, Vally may immediately suspend or terminate any of your listings that violate these restrictions.
You are solely responsible for Your Content included in your listings.
Listing a Guide Service.
A “Guide Service” shall refer to any Provider that offers any sort of fishing tour or expedition (offshore fishing charters, fly fishing, etc), either single day or multi-day, where lodging, hotel or other overnight accommodation is not provided by the Provider.
To list a Guide Service, you must create a Listing and submit the Guide Service to Vally. When listing a Guide Service you must, where applicable, fully educate and inform Clients about (i) any risks inherent or incidental to the Guide Service, (ii) any requirements for participation, such as the minimum age or level of fitness, and (iii) anything else they may need to know to safely participate in the Guide Service (including how to dress, equipment, special certifications or licenses, etc.). Vally reserves the right to decide, in its sole discretion, whether a submitted Guide Service will be published on Vally. You are responsible for setting your price and establishing rules and requirements for your Listing. You must describe any and all fees and charges in your Listing description.
You are responsible for providing all equipment, including supplies, vehicles, and other materials (“Equipment”) necessary to host your Guide Service. You are solely responsible for ensuring that the Equipment used in your Guide Service is in good working order and conforms to all laws pertaining to safety, equipment, inspection, and operational capability. Except as otherwise required by law, you assume all risk of damage or loss to your Equipment.
Once your Guide Service is published on Vally, you will have the ability to add dates and times when you offer your Guide Service through Vally. By publishing the availability of your Guide Service on Vally, you agree that people who book through Vally can reserve the Guide Service for that time period.
Listing a Lodge Service.
A “Lodge Service” shall refer to any Provider that offers any accommodation with overnight stay, lodging, or camping provisions. No fishing service, expedition or other activities need take place but may be included as part of the service.
To list a Lodge Service, you must create a Listing and submit the Lodge Service to Vally. When listing a Lodge Service you must, where applicable, fully educate and inform Clients about (i) any risks inherent or incidental to the Lodge Service, (ii) any requirements for participation, such as the minimum age or level of fitness, and (iii) anything else they may need to know to safely participate in the Lodge Service. Vally reserves the right to decide, in its sole discretion, whether a submitted Lodge Service will be published on Vally. You are responsible for setting your price and establishing rules and requirements for your Listing. You must describe any and all fees and charges in your Listing description.
Once your Lodge Service is published on Vally, you will have the ability to add dates and times when you offer your Lodge Service through Vally. By publishing the availability of your Lodge Service on Vally, you agree that people who book through Vally can reserve the Lodge Service for that time period.
Additional Provider Responsibilities for Listings. You are responsible for (i) complying with all laws, rules and regulations that may apply to you or your Guide or Lodge Service (hereinafter collectively “Services”), (ii) obtaining any required licenses, permits, or registrations prior to providing your Services; and (iii) ensuring that your Listing of Services will not breach any agreement you may have with any third party. You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you allow to participate in providing your Services. You agree to obtain and maintain appropriate insurance for you, your entity, and/or your Services for any and all activities that take place as part of your Services.
You acknowledge that providing Services carries inherent risks and agree that you assume the entire risk arising out of your access to and use of Vally, offering Services, or any interaction you have with other Users whether in person or online. You agree that you have had the opportunity to investigate Vally and any laws, rules, regulations, or obligations that may be applicable to your Listings or Services and that you are not relying upon any statement of law made by Vally.
When you accept a booking request, or receive a booking confirmation through Vally, you are entering into a contract directly with the Client, and are responsible for delivering your Services under the terms and at the price specified in your Listing. Any terms, policies or conditions that you include in any supplemental contract with Clients must: (i) be consistent with these Terms of Service and the information provided in your Listing, and (ii) be prominently disclosed in your Listing description.
Cancellations, Refunds, and Booking Modifications. Your cancellation and refund policy must be set forth on the applicable Listing. Clients and Providers are responsible for any booking modifications they agree to make via Vally or direct Vally customer service to make on their behalf (“Booking Modifications”), and agree to pay any additional amounts, fees, or taxes associated with any Booking Modification.
To meet your obligations under these Terms of Service and applicable law, you agree to maintain in full force and effect adequate liability insurance coverage in connection with the Service at all times during your use of the Service and for a period of two (2) years following the end of your use of the Service. At Vally’s request, you agree to (i) name Vally and its affiliates as additional insureds on such insurance policies, and (ii) provide Vally with proof of insurance coverage required by this Section 7 and applicable law. If Vally reasonably determines that your coverage is insufficient according to these Terms of Service and/or applicable law, you will promptly purchase additional coverage at Vally’s request.
“Tax” or “taxes” mean any sales taxes, value added taxes (VAT), goods and services taxes (GST) and other similar municipal, state and federal or other withholding and personal or corporate income taxes.
All fees charged by Vally to you are exclusive of any applicable taxes. Where applicable, or based upon request from you, Vally may issue a valid tax invoice. You acknowledge that all invoices issued by Vally will be made available by electronic means for self-service download through the Service.
IRS regulations regarding federal tax reporting requirements stipulate that Vally or its payment processors must collect information for the IRS Form W-9, or its equivalent, from all providers of products or services in the United States. If applicable and if required by applicable IRS regulations, Vally will issue any required 1099-Ks to you by sending them in a digital format via email.
You understand and agree that you are solely responsible for determining the tax reporting requirements that are applicable in consultation with your tax advisors. Vally cannot and does not offer tax-related advice. Additionally, please note that you are responsible for determining all applicable federal, state and local taxes and governmental fees, and for including any applicable taxes and fees to be collected in the appropriate listings.
You agree to fully indemnify and hold harmless Vally, its partners, agents, and employees from and against any claims, losses, damages, liabilities, judgments, penalties, fines, and expenses including, but not limited to, reasonable attorneys’ fees and costs, to the extent resulting from or arising out of (i) your failure to comply with the applicable tax reporting requirements in your jurisdiction, or (ii) your failure to determine, include, or remit all applicable federal, state and local taxes and governmental fees to the appropriate taxing authorities.
You also agree to fully indemnify and hold harmless Vally, its partners, agents, and employees from and against (i) tax claims and liabilities of Vally for taxes for which you are responsible or liable, or (ii) where Vally has the legal obligation to pay, collect, withhold and remit for, on behalf or instead of, you.
You are solely and fully responsible for honoring all Bookings and fulfilling all obligations owed to customers pursuant to Experience Contracts entered into with customers. You agree that Vally will not be responsible or held liable by you for matters related to the fulfillment of your obligations under the Experience Contract. You agree to indemnify, hold harmless and defend Vally against any and all claims, liability, loss, damages, costs, and expenses Vally might incur, including but not limited to attorneys’ fees and costs, which Vally might be required to pay, directly or indirectly, in connection with any claims, causes of action, or suits brought by third parties related to the performance of your obligations under the Experience Contract.
You agree to defend Vally from and against any and all third-party claims, actions, suits, proceedings, and demands arising out of or related to your breach of these Terms of Service. You further agree to indemnify and hold harmless Vally for all reasonable attorney’s fees, damages, and other costs awarded against Vally, including settlement amounts paid, related to any and all third-party claims, actions, suits, proceedings, and demands arising out of or related to your breach of these Terms of Service.
Vally may utilize third-party products or service providers, including without limitation software, software-as-a-service, data sources and other products or services not provided by Vally that are used to facilitate certain processes related to the Service. You acknowledge and agree that in no event shall Vally be held liable for any losses or damages arising, indirectly or directly, from the use of third-party products or service providers to provide the Service, including, without limitation, lost profits, lost revenues, lost profits, lost business, or lost contracts.
In connection with any complaints, claims, or investigations undertaken by Vally or a representative of Vally regarding use or abuse of the Service or a breach under these Terms of Service, you agree and shall require customers making a Booking through your TRS to cooperate in good faith by providing information and taking such actions as may be reasonably requested by Vally.
You agree that neither Vally, nor any of its officers, directors, employees, shareholders, affiliates, agents, successors or assigns, shall be liable to you or to any third parties for any damages, including, but not limited to, indirect, punitive, or consequential damages (such as damages resulting from lost profits, lost revenues, lost data, or business interruptions).
If there is a dispute between participants on this site or site using Vally’s services, or between Users and/or any third party, you agree that Vally is under no obligation to become involved. In the event that you have a dispute with one or more other Users, you release Vally, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or Vally. You shall and hereby do waive any law of any jurisdiction, which says in substance: “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.”
In the event of any problems with, or objections to, the Service, your sole remedy is to discontinue your use of the Service.
You shall inform Vally in writing of any claim as soon as reasonably possible but in any case within forty five (45) days after you become or could reasonably have become aware of a breach of any these Terms of Service and/or damages setting forth any and all relevant details in respect of such breach and all available information in support of such claim. If you do not
comply with the requirements of this Section 9.8, all rights to any claims and rights under the Terms of Service are immediately forfeited.
A claim notified in accordance with Section 9.8 above not satisfied, settled or withdrawn will be unenforceable and irrevocably waived against Vally on the expiry of a period of twelve (12) months after rejection of such claim by Vally in writing, unless you have commenced legal proceedings in respect of such breach within that period.
Unless otherwise stated, the maximum aggregate liability of each Party to the other for all claims arising out of this Agreement shall not exceed, and is limited to, the lesser of the following two amounts: (i) the accrued Booking Fees collected by Vally during the 12 calendar months preceding the first incident giving rise to the claim(s); or (ii) one hundred thousand dollars ($100,000). This maximum aggregate liability does not apply in case of fraud, willful misconduct, and/or any violation of Section 13: Compliance Warranties.
These Terms of Service shall be effective upon acceptance by you and shall be entered into for a indefinite period of time, unless terminated in accordance with this Section 10.
Vally is entitled to suspend or terminate your rights under these Terms of Service (including, but not limited to: your access and use of the Service) in whole or in part with immediate effect, without a notice of default being required and without incurring any obligation to compensate for any damages, if any of the following circumstances occurs:
a material breach by you of any term of these Terms of Service;
(filing of a request for) bankruptcy or suspension of payment (or similar action) in respect of the other Party;
Vally determines that you abuse the Service; or
Your company is terminated or transferred in whole or in part to a third-party.
Vally will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that you may incur as a result of termination or suspension of your access to the Service.
In addition to the above, both you and Vally can terminate these Terms of Service at any time by providing the other Party with thirty (30) days written notice of termination.
You remain fully and solely responsible for fulfilling obligations owed to customers under Experience Contracts that were executed prior to any suspension or termination of these Terms of Service.
Force majeure shall be deemed to exist on the part of Vally if, after the conclusion of these Terms of Service, Vally is prevented or impeded from fulfilling one or more of its obligations under the Terms of Service or the preparation thereof as a result of: war (whether declared or not), threat of war, civil war, terrorism, riots, acts of war, a pandemic, epidemic, natural disaster or extreme natural event, fire, water damage, flooding, strike, sit-down strikes, lockouts, import and export restrictions government measures, defects in machinery, disruptions in the supply of energy, all this both in Vally’s business and in the businesses of third parties from which the vendor has to obtain all or part of the Service, whether or not under his own management, and furthermore due to all other causes that arise through no fault of Vally.
If Vally successfully invokes this Section, it is relieved from its duty to perform its obligations under the Terms of Service and from any liability in damages or from any other contractual remedy for breach of the Terms of Service, from the time at which the impediment causes inability to perform, provided that the notice thereof is given without delay. If notice thereof is not given without delay, the relief is effective from the time at which notice thereof reaches you.
Parties understand and agree that in the performance of this Agreement, each Party may have access to or may be exposed to, directly or indirectly, confidential non-public information of the other Party (“Confidential Information”). Confidential Information includes transaction, traffic and usage volume, marketing, financial and business plans, technical, software and operational information. All Confidential Information shall be treated as private and confidential.
Each Party agrees that: (a) all Confidential Information shall remain the exclusive property and ownership of the disclosing Party, and the receiving Party shall not use it for any purpose, except in furtherance of these Terms of Service, (b) it shall use prudent methods to ensure its employees, officers, agents and service providers (the ‘Permitted Persons’) maintain the security of the Confidential Information, (c) it shall ensure that Permitted Persons do not (i) copy, publish, or divulge the Confidential Information to any third-party, or (ii) use or store it in an unprotected retrieval system or database (other than pursuant to the Terms of Service hereof), and (d) it shall return or destroy all hard and soft copies of) Confidential Information upon written request of the other Party.
Notwithstanding the foregoing, (a) Confidential Information shall not include any information to the extent it (i) is or becomes part of the public domain through no act or omission on the part of the receiving Party, (ii) was possessed by the receiving Party prior to the date of this Agreement, (iii) is disclosed to the receiving Party by a third-party having no obligation of confidentiality with respect thereto, or (iv) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, and (b) nothing in this Agreement shall prevent, limit or restrict a Party from disclosing Confidential Information (including any general information, or technical, operational, performance and financial data unless otherwise agreed between the parties) in confidence to an affiliated company. You explicitly agree and acknowledge that
Confidential Information may be shared with and disclosed to any entity or website affiliated to Vally.
The confidentiality obligation remains in force after the Terms of Service have ended.
Each Party shall comply with applicable laws, including anti-money laundering,
anti-corruption, anti-terrorist financing, anti-tax evasion, trade and economic sanctions, modern slavery, human trafficking and human rights laws, rules, and regulations, that may restrict Vally’s ability to make the Service available to you and from making, processing, or facilitating payments to your bank account, if it has no connection to the jurisdiction where you are located.
Anti-Bribery and Anti-Corruption Compliance: in relation to the execution, performance and delivery of these Terms of Service, each Party (including their respective employees, directors, officers, agents and other representatives) has and shall:
Not directly or indirectly: (a) offer, promise or give to any third-party (including any governmental official or political party’s official, representative or candidate); or (b) seek, accept, agree to receive or get promised for itself or for another party, any gift, payment, reward, consideration, advantage or benefit of any kind which would or could reasonably be construed as bribery or an illegal or corrupt practice; and,
Comply with (and not place the other Party in breach of) all applicable laws prohibiting bribery and corruption (including without limitation the U.S. Foreign Corrupt Practices Act 1977, and the laws of any other territory with jurisdiction over the Parties).
Tax Obligations and Compliance with Laws Prohibiting Tax Evasion or Tax Fraud: in connection with their performance of and remuneration under these Terms of Service, each Party (including their respective employees, directors, officers, agents and other representatives) shall pay in full all taxes that are lawfully due from it in any jurisdiction(s) in which it operates, and shall not:
commit (or facilitate, aid, abet, counsel or procure the commission of) any offense of cheating the public revenue or being knowingly concerned in, or taking steps with a view to, the fraudulent evasion of any tax, or
otherwise breach or take any action that may place the other Party in breach of applicable laws prohibiting criminal tax fraud, tax evasion and the facilitation thereof.
Compliance with Economic and Trade Sanctions: Neither Party shall take any action that would breach, or place the other Party in breach of, applicable sanctions (including without limitation those imposed by the U.N., U.S., E.U., N.L. and/or U.K. and any other territory with jurisdiction over the parties). Each Party represents and warrants that, under these Terms of Service, it is not and is not in any way connected to, part of, involved in or related to or under the control, management or ownership of a person who is:
a terrorist(s) or a terrorist organization(s);
listed on any applicable list of sanctioned parties/persons (including without limitation the lists of restricted parties issued by the U.N., U.S., E.U., N.L. and/or U.K.);
owned by, controlled by, or acting at the direction of, any person or persons listed on such a list; or
ordinarily a resident of or organized under the laws of any jurisdiction subject to comprehensive or other territory-wide sanctions imposed by the U.N., U.S., E.U., N.L. and/or U.K..
Modern Slavery, Human Trafficking and Human Rights: each Party represents and warrants that, for the term of the Agreement, it complies with all applicable laws concerning employment rights, human rights, non-discrimination and modern slavery, and in particular does not hold any person in slavery or servitude, or arrange or facilitate the travel or stay of another person with a view to that person being exploited.
Compliance with Anti-Money Laundering and Terrorism Financing Laws: you represent and warrant that, under these Terms of Service, (i) no funds (or portion thereof) that it may remit to Vally shall constitute the proceeds of crime, (ii) you shall not (whether knowingly or with cause to suspect) acquire, use, possess, retain, control or otherwise deal in funds or other property constituting the proceeds of crime, and (iii) you shall not otherwise engage in any activity or become concerned in an arrangement that may constitute an offense under applicable laws prohibiting dealing in the proceeds of crime and/or the financing of terrorism.
You represent and warrant that, with respect to the bank account to be used in connection with the Service, your TRS, and these Terms of Service (“Bank Account”): (i) you are the sole holder and beneficiary of the Bank Account; (ii) all payments and transfers between Vally and the Bank Account (and vice versa) are at arm’s length and do not violate any applicable laws (including in particular laws concerning money laundering, bribery and corruption, tax evasion, terrorist financing, financial sanctions and other financial crimes); and (iii) you do not use the Bank Account for breaches of laws concerning money laundering, bribery and corruption, tax evasion, terrorist financing, financial sanctions or other financial crimes.
Vally warrants and represents that its operations are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, and applicable anti-money laundering statutes of all jurisdictions where Vally or any of its subsidiaries conduct business, and the rules and regulations, and guidelines administered or enforced by any governmental agency.
Compliance with Applicable Competition Laws: each Party represents and warrants that, under these Terms of Service, it complies with all applicable competition laws, including but not limited to rules governing information exchange and use of data (including Confidential Information).
Internal Compliance Measures: each Party shall, under these Terms of Service, implement reasonable internal measures (including, but not limited to policies, procedures, compliance audits and training) intended to ensure that it (including its employees, directors, officers, agents and other representatives) does not breach the requirements under this Section 13.
These Terms of Service shall be exclusively governed by and construed in accordance with the laws of the Florida, USA. Any disputes arising out of or in connection with these Terms of Service shall exclusively be submitted to and dealt with by the competent court in Broward County, Florida, USA.
The Sections entitled “Limitation of Liability and Indemnification”, “Survival”, “Miscellaneous”, “Tax”, and “Applicable Law and Forum” will survive any termination or expiration of these Terms of Service. Any additional provisions herein that could be reasonably interpreted to survive the termination or expiration of these Terms of Service shall remain in effect until all applicable statutes of limitations have expired.
Messaging. As part of Vally, you may receive communications through Vally, including messages that Vally sends you (for example, via email or SMS). By signing up for Vally and providing us with your wireless number you consent to this messaging, which may include Vally using automated dialing technology to text you at the wireless number you provided, and you agree to receive communications from Vally, and you represent and warrant that each person you register for Vally or for whom you provide a wireless phone number has consented to receive communications from Vally. You agree to indemnify and hold Vally harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.
Modification and Amendment. Vally reserves the right to modify or amend these Terms of Service at any time. Upon such modification or amendment, Vally will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated with your account, communicating such information via the Service, your TRS, or by other means. Any modifications to these Terms of Service will become effective on the date set forth in our notice. If you do not agree to any modification to the Terms of Service, you shall immediately stop all access to and use of the Service. Your continued use of the Service after any modification to the Terms of Service shall be deemed as your acceptance to the Terms of Service as modified.
Severability. If any of the provisions of these Terms of Service are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or
eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms, so that these Terms of Service shall remain in full force and effect.
Assignment. You may not assign your rights under these Terms of Service, including, without limitation, by operation of law or merger, without Vally’s prior written approval, and any attempt to assign these Terms of Service without such prior approval is void. You agree that Vally may, at its sole discretion and without your consent, assign its rights under these Terms of Service to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
Waiver. Vally’s failure or delay to enforce any rights or provisions in these Terms of Service will not constitute a waiver of such provision, or any other provision of these Terms of Service.