Terms of Service

The "Terms" consist of these Conditions of Use, the Lyvly Privacy Policy and any supplemental terms, legal notices and other communications provided to you. These Terms govern your use of the website offered by Lyvly at www.belyvly.com (including any mobile, touch, merchant-specific, city-specific or other area-specific versions or sections) (each a "Site"), and all products or services accessed through the Sites (collectively "Services"). These Terms constitute a binding legal agreement ("Agreement," though we may use "Terms" interchangeably with "Agreement" herein) in electronic form between you ("you," "your" and/or "yourself") and Lyvly and its successors, subsidiaries, affiliates and family of brands ("Lyvly", "belyvly", "we," "us" and/or "our"). By using the Sites and/or Services, you agree to these Terms. IF YOU DO NOT AGREE TO THE TERMS, IMMEDIATELY STOP ACCESSING OR USING ANY OF THE SITES AND/OR SERVICES. BY USING THE SITES AND/OR SERVICES, YOU HAVE ACCEPTED THE TERMS.

You and we agree that the parties to this Agreement will communicate using electronic means. For contractual purposes, you and we agree that (1) your assent to this Agreement using electronic means makes this Agreement enforceable to the same extent that a signed print-on-paper version of the Agreement is enforceable and (2) all terms and conditions, agreements, notices, disclosures, and other communications that the Company provides to you electronically (including email) satisfy any legal requirement that such communications be in writing.

Your permission to use Lyvly and/or Lyvly's Services is conditioned upon your agreement that you:

• are 18 years of age or older;
• will comply with these Terms;
• are able to form a binding contract with us;
• are not prohibited by law from accessing our Sites and/or Services or have not previously been banned, terminated or otherwise denied access to our Sites and/or Services by us;
• are not acting on behalf of a person whose access to our Sites and/or Services has been previously terminated or otherwise denied by us; and
• will not impersonate another user of the Sites and/or Services.

The Site, any content on the Site and the infrastructure used to provide the Site are proprietary to us, our affiliates, Organizers and other content providers. By using the Site and accepting these Terms of Use: (a) Lyvly grants you a limited, personal, nontransferable, nonexclusive, revocable license to use the Site pursuant to these Terms of Use and to any additional terms and policies set forth by Lyvly; and (b) you agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell or re-sell any content, software, products or services obtained from or through the Site without the express permission of Lyvly.

The Site, Application and Services can be used to facilitate the listing and booking of recreational services, products, or activities ("Activities"). Such Activities are included in Listings on the Site. You may view Listings as an unregistered visitor to the Site, Application and Services; however, if you wish to redeem an activity and view members information, you must first register to create a Lyvly Account (defined below).

As stated above, Lyvly makes available an online platform or marketplace with related technology for Participants to discover Activities online and find Organizers who manage said Activities. Lyvly is not an owner or operator of businesses that offer activities nor is it an activity provider. Unless explicitly specified otherwise in the Lyvly platform, Lyvly's responsibilities are limited to facilitating the availability of the Site, Application and Services.

PLEASE NOTE THAT, AS STATED ABOVE, THE SITE, APPLICATION AND SERVICES ARE INTENDED TO BE USED TO FACILITATE PARTICIPANTS AND ORGANIZERS CONNECTING AND BOOKING ACTIVITIES DIRECTLY WITH EACH OTHER. LYVLY CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTING AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY ACTIVITY. LYVLY IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND ACTIVITIES. ACCORDINGLY, ANY BOOKINGS WILL BE MADE OR ACCEPTED AT THE USER'S OWN RISK.

In order to access certain features of the Site and Application, and to view full Activity details or view your membership number, you must register to create an account and become a User. You may register to join the Services directly via the Site or Application.

Your Lyvly Account and your Lyvly Account profile page will be created for your use of the Site and Application based upon the personal information you provide to us. You may not have more than one (1) active Lyvly Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Lyvly reserves the right to suspend or terminate your Lyvly Account and your access to the Site, Application and Services if you create more than one (1) Lyvly Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Lyvly Account, whether or not you have authorized such activities or actions. You will immediately notify Lyvly of any unauthorized use of your Lyvly Account.

Paid Memberships can be purchased directly from Lyvly either by paying a monthly membership fee. When you register for a Paid Membership or Trial, you consent to become a member of Lyvly immediately with access to the full platform.

Your payment to Lyvly will automatically renew at the end of the membership period, unless you cancel your Paid Membership through your membership page before the end of the current membership period. The cancellation will take effect the day after the last day of the current Membership period, and your membership will be canceled. However, if you cancel your payment or Paid Subscription and/or terminate any of the Agreements before the end of the current membership period, we will not refund any membership fees already paid to us. The refund method will depend upon the payment method.

If at any point you cancel your Membership or your Membership gets canceled due to lack of funds or payment, all discounted Activities that you are currently enrolled in or that you are planning to enroll in will be canceled.

If you believe you are entitled to receive a refund of any monies paid to Lyvly, please contact Customer support.

Lyvly may change the price for the Paid Memberships from time to time, and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes for Paid Memberships will take effect at the start of the next Memberships period following the date of the price change. As permitted by local law, you accept the new price by continuing to use the Lyvly Service after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by unsubscribing from Lyvly prior to the price change going into effect. Please therefore make sure you read any such notification of price changes carefully.

Subject to your compliance with the Terms, we grant you a limited license to access and make personal use of the Sites and/or Services. You are expressly prohibited from:

• any resale or commercial use of the Sites, the Services, the Contents and/or any of the other contents or materials found thereon;
• any collection and use of any product listings, descriptions, prices or any other information posted on the Site for any purpose other than your own personal use, including, without limitation, any purpose competitive to Lyvly or the Organizers featured hereunder or any commercial purpose, including marketing;
• any downloading or copying of Site or Account information for any reason other than your personal use, or any use of data mining, robots or similar data gathering and extraction tools;
• deep-linking to any portion of the Site;
• framing or utilizing framing techniques to enclose any portion of the Site without express written consent;
• using the Sites and/or the Services to access or collect any personally identifiable information, including account names, email addresses or other such information for any purpose, including, without limitation, commercial purposes;
• attempting to gain access to secured portions of the Sites and/or Services to which you do not possess access rights; using the Site and/or Services to generate unsolicited email advertisements or spam; or
• using any automatic or manual process to search or harvest information from the Sites and/or Services, or interfering in any way with the proper functioning of the Site and/or Services.

Any unauthorized use of the Sites, Services, Content and/or any other contents or materials found thereon shall immediately terminate the permission or license granted by us in these Terms. You are granted a limited, revocable and nonexclusive right to create a hyperlink to the home page of belyvly.com so long as the link does not portray us or any of our products or services in a false, misleading, derogatory or otherwise offensive matter. You may not use any of our logos or other proprietary graphics or trademarks as part of the link without express written permission.

These Terms, together with the Privacy Policy, and any other legal notices published by Lyvly on the Sites, or Services shall constitute the entire agreement between you and Lyvly concerning your use of the Sites and/or Services. We may occasionally change the Terms and the Terms of this Agreement, and any such modifications will become effective once they are posted to the Site. It is your sole responsibility to check the Sites from time to time to view any such changes to the Terms. Your use of the Sites and/or Services after any modifications to the Terms will indicate that you accept and agree to the modified Agreement, provided that these changes will not apply to Activities purchased prior to the effective date of such modification. These modifications will however be effective immediately for new users of our Sites and/or Services and for all Activities purchased after the effective date of the modification. Any changes to this Agreement (other than as set forth in this paragraph) or waiver of Lyvly's rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of an officer of Lyvly. No purported waiver or modification of this Agreement by Lyvly via telephonic or email communications shall be valid.

The content and software on this Service, including without limitation all text, graphics, logos, buttons, icons, images, audio clips, video clips and computer programs, is the property of Lyvly and/or its users (with respect to certain of the User Content submitted to the Site) and suppliers and is protected by U.S. and international copyright, trademark and other laws. We post a legal notice and various credits on pages of the Site, which may not be removed. Please do not remove this notice or these credits, or any additional information contained along with the notices and credits. Lyvly and belyvly.com and design are trademarks of Lyvly, with all rights reserved. The compilation (meaning the collection, arrangement, and assembly) of all content on the Site (including the User Content) is the exclusive property of Lyvly and protected by U.S. and international copyright law. Any unauthorized reproduction, modification, distribution, transmission, republication, display, or performance of the software or the content on the Site is strictly prohibited. Your use of the Web Site does not grant to you ownership of any content, code, data or materials you may access on or through the Web Site.

You acknowledge and agree that (i) our patents, trademarks, trade names, service marks, copyrights and other intellectual property (collectively, "Intellectual Property") is and shall remain our sole property, and (ii) nothing in this agreement shall confer in you any right of ownership or license rights in our Intellectual Property. In addition, you shall not now or in the future contest the validity of Lyvly's Intellectual Property. Lyvly owns all right, title, and interest in any compilation, collective work or other derivative work created by Lyvly using or incorporating this User Content.

You acknowledge that you are aware that we have limited practical ability to control or monitor possible infringement of your intellectual property rights in material contributed or posted to the Ratings and Reviews sections, and material provided as Buyer Submitted Photos, and any other public forums, by other parties. We cannot and do not assume responsibility for controlling or monitoring such intellectual property rights, and we are not responsible for enforcing your intellectual property rights. You are responsible for protecting your intellectual property rights.

The Sites and Services may offer you the opportunity to post reviews, comments, photos, questions and other content ("User Content"). You agree not to post any User Content on any of the Sites and/or Services that is illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights or otherwise injurious to third parties. You further agree not to post any User Content that contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of "spam." You may not use a false e-mail address, impersonate any person or entity or otherwise mislead as to the origin of User Content. Lyvly reserves the right (but not the obligation) to remove or edit such User Content, but does not regularly review posted User Content. Any opinions advice, ratings, discussions, comments and/or other User Content of any kind made by you or any user of the Sites and/or Services are those of the respective author(s) or distributor(s) and not of Lyvly.

If you do post User Content or submit material, and unless we indicate otherwise, you grant Lyvly a non-exclusive, royalty-free, perpetual, irrevocable and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such User Content throughout the world in any media. You grant Lyvly and our sublicensees the right to use the name that you submit in connection with such User Content at our discretion. You represent and warrant that you own or otherwise control all of the rights to the User Content that you post, that the User Content is accurate, that use of the User Content you supply does not violate this policy and will not cause injury to any person or entity and that you will indemnify Lyvly for all claims resulting from User Content you supply. Lyvly takes no responsibility and assumes no liability for any User Content posted by you or any third party.

Lyvly has no obligation whatsoever to monitor the User Content on the Site. However, you acknowledge and agree that we have the absolute right to monitor such User Content at our sole discretion. In addition, we reserve the right to alter, edit, modify, refuse to post or remove any User Content, in whole or in part, for any reason and to disclose such materials and the circumstances surrounding their transmission to any third party in order to satisfy any applicable law, regulation, legal process or governmental or other request and to protect ourselves, the Sellers, our clients, sponsors, contractors, other users and visitors.

Lyvly has the right (but not the obligation) and may, in its sole discretion, exercise its right to make changes to your User Content, including without limitation temporarily or permanently disabling your access to your Lyvly Account or editing information displayed in public or private areas of the Site ("Amendment"). Amendments may be made at your request, or based on conversations between yourself and Lyvly staff, or may be made in Lyvly's sole judgment. Lyvly shall not be liable to you or any third party resulting from any Amendment (or from the failure to make an Amendment); you are solely responsible to review and modify any and all Amendments.

Materials posted and/or uploaded to the various Lyvly Sites may be subject to size and usage limitations. You are responsible for adhering to such limitations.

The Site contains links to websites maintained by other parties. These links are provided solely as a convenience to you and not because we endorse or have an opinion about the contents on such websites. We expressly disclaim any representations regarding the content or accuracy of materials on such websites or the privacy practices of those websites. If you decide to access websites maintained by other parties, you do so at your own risk. We are not responsible or liable, directly or indirectly, for any damage, loss or liability caused or alleged to be caused by or in connection with any use of or reliance on any content, Products or services available on or through any such linked site or resource.

We do not accept or consider, directly or through any Lyvly employee or agent, unsolicited ideas of any kind, including without limitation, ideas or suggestions relating to new or improved products, enhancements, names or technologies, advertising and marketing campaigns, plans or other promotions. Do not send us (or any of our employees) any unsolicited ideas, suggestions, material, images or other work in any form ("Unsolicited Materials"). If you send us Unsolicited Materials, you understand and agree that the following terms will apply, notwithstanding any cover letter or other terms that accompany them:

• Lyvly has no obligation to review any Unsolicited Materials, nor to keep any Unsolicited Materials confidential; and
• Lyvly will own, and may use and redistribute, Unsolicited Materials for any purpose without restriction and free of any obligation to acknowledge or compensate you.

DMCA Procedures. Lyvly reserves the right to terminate your or any third-party's right to use the Site if such use infringes the copyrights of another. Lyvly may, under appropriate circumstances and at its sole discretion, terminate your or any third-party's right to access to the Site, if Lyvly determines that you or a third-party is a repeat infringer. If you believe that any material has been posted via the Site by any third-party in a way that constitutes copyright infringement, and you would like to bring it to Lyvly's attention, you must provide Lyvly's DMCA Agent identified below with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on the Site of the allegedly infringing work; (c) a written statement that you have a good faith belief that the disputed use is not authorized by the owner, its agent or the law; (d) your name and contact information, including, without limitation, telephone number and email address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.

The contact information for Lyvly's DMCA Agent for notice of claims of copyright infringement is: Lyvly, Inc. Attn: Copyright Agent, 11918 Kiowa Ave, Ste 303, Los Angeles, CA 90049, email: dmca@belyvly.com.

If you want to terminate your legal Agreement with Lyvly, you may do so by: (A) notifying Lyvly at hello@belyvly.com or (B) closing your Accounts for all of the Services that you use.

Lyvly may, at any time, terminate this Agreement with you if: (i) You have breached any provision of this Agreement or you do not comply with the Agreement; (ii) Lyvly is required by law to do so; (iii) the partner with whom Lyvly has offered the Services to you has terminated its relationship with Lyvly or ceased to offer the Services to you; (iv) Lyvly no longer provides Services in the country in which you reside; or (v) Lyvly determines that the provision of Services to you is no longer commercially viable. Notwithstanding anything contrary in these Terms, Lyvly reserves the right to discontinue any product or service at any time and at its sole discretion.

Without limiting any of the foregoing, Lyvly may immediately terminate or suspend any Accounts or passwords in the event of any conduct by you which Lyvly, in its sole discretion, considers to be unacceptable or in the event of any breach by you of this Agreement. In the event of termination, you agree to immediately cease access to our Sites and Services. Any Activity issued prior to termination will be honored according to its terms and the terms of this Agreement specifically applicable to such Activity. These Terms will survive termination of this Agreement.

WE PROVIDE THE SITES AND SERVICES "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," UNLESS OTHERWISE SPECIFIED. We make no express or implied representations, warranties or guarantees of any kind about the Sites, Services, or any third-party products or services made available to you by us, unless specified in writing.

YOU HEREBY EXPRESSLY AND IRREVOCABLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR OWN RISK.

NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT LYVLY'S WARRANTY OR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IF ANY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LYVLY AND OUR OFFICERS, DIRECTORS, AGENTS, VENDORS, ORGANIZERS, AND MERCHANTS DISCLAIM IMPLIED WARRANTIES THAT THE SITE AND SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT: (A) YOUR USE OF THE SITES AND/OR SERVICES WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE SITES AND/OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, AVAILABLE, AND FREE FROM ANY ERROR; (C) ANY PRODUCTS OR SERVICES OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SITES AND/OR SERVICES WILL BE RELIABLE; OR (D) ELECTRONIC COMMUNICATIONS SENT FROM LYVLY WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE MAKE NO WARRANTIES AS TO PRIVACY AND SECURITY OTHER THAN AS EXPRESSLY STATED IN THE PRIVACY POLICY.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A LYVLY REPRESENTATIVE SHALL CREATE A WARRANTY.

IN NO EVENT SHALL LYVLY, ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, MERCHANTS, ORGANIZERS, PARTNERS, THIRD-PARTY CONTENT PROVIDERSOR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, LOST PROFIT, LOST BUSINESS, OR PUNITIVE DAMAGES ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH ANY OF THE FOLLOWING: (A) YOUR USE OF THE SITE, THE CONTENT, USER CONTENT, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INFORMATION, AND ANY OTHER INFORMATION EITHER CONTAINED IN THE SITE OR SUBMITTED BY TO YOU TO THE SITE; (B) YOUR INABILITY TO USE THE SITE; (C) MODIFICATION OR REMOVAL OF CONTENT SUBMITTED ON THE SITE; (D) THE ORGANIZER OFFERINGS, PRODUCTS AND OTHER AVAILABLE PROGRAMS ACCESSIBLE OR AVAILABLE THROUGH THE SITE; (E) ANY PRODUCTS OR SERVICES OTHER THAN ORGANIZER OFFERINGS PURCHASED OR OBTAINED FROM AN ORGANIZER; (F) THESE TERMS OF USE; OR (G) ANY IMPROPER USE OF INFORMATION YOU PROVIDE TO THE SITE, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INFORMATION. IN NO EVENT WILL LYVLY'S LIABILITY IN CONNECTION WITH AN ORGANIZER OFFERING, PRODUCT, AND OTHER AVAILABLE PROGRAMS EXCEED THE AMOUNTS PAID FOR THE APPLICABLE ACTIVITY, PRODUCT OR SERVICE. TOTAL AGGREGATE LIABILITY ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH (A)-(G) ABOVE SHALL NOT EXCEED THE AMOUNTS PAID BY YOU DURING THE SIX MONTHS PRECEDING THE BRINGING OF ANY CLAIM. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH (A)-(G) ABOVE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR THE CAUSE OF ACTION IS PERMANENTLY BARRED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

THE ORGANIZERS REFERENCED THROUGH LYVLY ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF LYVLY. LYVLY IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUCH SUPPLIERS OR FROM ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM.

You agree to defend, indemnify and hold harmless Lyvly and its officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt and expenses (including but not limited to reasonable attorney's fees) arising from: (i) your use of and access to Lyvly; (ii) your violation of any term of these Terms or this Agreement; (iii) your violation of any third-party right, including, without limitation, any copyright, property or privacy right; or (iv) any claim that any User Content submitted by you causes damage to a third-party. This defense and indemnification obligation will survive the termination of this Agreement and your use of the Sites and/or Services.

Lyvly reserves the right, but has no obligation, to monitor or take action regarding disputes that you may have with other users, customers or any Organizers. To the extent the law permits, you release us from any claims or liability related to any Content and/or User Content posted on the Sites and from any claims related to the conduct of any other customers of ours or any Organizers. You agree to waive California Civil Code Section 1542 (if you are a California resident), and any similar provision in any other jurisdiction (if you are a resident of such jurisdiction), which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

By using our Services, you agree to these Terms and you further agree that any claim or dispute between you and Lyvly that arises out of this Agreement shall be governed by the laws of the State of California without regard to conflict of law principles, except that the arbitration provisions contained herein shall be governed by the Federal Arbitration Act.

Except as specifically stated herein, any dispute or claim between you and Lyvly arising out of, relating in any way to, or in connection with the Terms of Use, the Site or your use of the Site, or any Products, Organizer Offerings or services offered or distributed through the Site ("Disputes") shall be resolved exclusively by final, binding arbitration; except that you may bring a qualifying claim over a Dispute in a small claims court. By virtue of this Dispute Agreement (defined below), you and Lyvly are each giving up the right to go to court and have a Dispute heard by a judge or jury (except as otherwise set forth in this Section 24(a) or Section 24(d)). The provisions of this Section 24 shall constitute your and Lyvly's written agreement to arbitrate Disputes under the Federal Arbitration Act ("Dispute Agreement"). Any modification to this Agreement shall be in writing and signed by you and Lyvly. The arbitration will be administered by the American Arbitration Association ("AAA") and conducted before a single arbitrator pursuant to its rules, including, without limitation, the AAA's Supplementary Procedures for Consumer-Related Disputes, available at http://www.adr.org or by calling 800-778-7879. The arbitrator will apply and be bound by this Agreement, apply applicable law and the facts, and issue a reasoned award.

To begin an arbitration proceeding, you must comply with the limitations provision set forth in Section 24(e) and submit the Dispute by utilizing the forms available at http://www.adr.org, and simultaneously sending a copy of the completed form to the following address: 11918 Kiowa Ave, Ste 303, Los Angeles, CA 90049. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. Lyvly will reimburse those fees for Disputes totaling less than $10,000 unless the arbitrator determines the Dispute is frivolous. Likewise, Lyvly will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the Dispute is frivolous. The arbitration will be conducted based upon written submissions unless you request and/or the arbitrator determines that a telephone or in-person hearing is necessary.

We each agree that we shall bring any Dispute against the other in our respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an association. In addition, we each agree that Disputes shall be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions.

If for any reason a Dispute proceeds in court: (i) except with respect to a qualifying claim over a Dispute in a small claims court, you agree that any such Dispute may only be instituted in a state or federal court in Los Angeles County, California; (ii) you and Lyvly irrevocably consent and submit to the exclusive personal jurisdiction and venue of such courts for resolution of such Disputes; (iii) you and Lyvly agree that the Federal Arbitration Act, the AAA rules, applicable federal law and the laws of the State of California, without regard to principles of conflicts of law, will govern this Dispute Agreement and any Disputes; and (iv) you and Lyvly agree to waive any right to a trial by jury.

Notwithstanding anything to the contrary in this Dispute Agreement, either party may bring suit in court seeking an injunction or other equitable relief arising out of or relating to the infringement of a party's intellectual property or any conduct that violates Section 7 ("Your Conduct") of the Terms of Use.

If either of us wants to assert a Dispute against the other, the party with a Dispute must institute arbitration within one (1) year from the date the Dispute arose. Absent commencing the arbitration within one (1) year from the date the Dispute arose, the Dispute(s) will be forever barred.

If any provision of this Agreement is found, by any court having competent jurisdiction, to be unenforceable, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect to the maximum extent possible.

You and we are independent contractors, and nothing in this Agreement creates a partnership, employment relationship or agency relationship. There are no third-party beneficiaries of this Agreement. We may assign this Agreement at any time without notice to you. You may not assign this Agreement or your rights and obligations hereunder, in whole or in part, to any third-party without our prior written consent, and any attempt by you to do so will be invalid. Should any part of this Agreement be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect. Our failure to enforce any provision of this Agreement will not be considered a waiver of the right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

You represent that you are legally able to accept these Terms. You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement. If you are not legally able to accept these terms, or refuse to abide by and comply with this Agreement, you must cease use of the Sites and/or Services immediately.

The parties hereto confirm their express wish that this Agreement and all documents and agreements directly or indirectly relating thereto be drawn up in the English language.