PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY COMPANY IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Company will make a new copy of the Terms available at the Website and within the Application. We will also update the “Last Updated” date at the top of the Terms. If we make any material changes, and you have registered with us to create an Account (as defined in Section 4 below), we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Terms.
Any changes to the Terms will be effective immediately for new Users of the Website, the Application, and the Services (collectively, the “Company Properties”) and will be effective thirty (30) days after posting notice of such changes on the Website for existing Users, provided that any material changes shall be effective for Users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users (defined in Section 4 below). Company may require you to provide consent to the updated Terms in a specified manner before further use of Company Properties is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using Company Properties. Otherwise, your continued use of any of the Company Properties constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.
- Services Connect Event Staff and Clients. Company provides an online marketplace that connects Users who are willing to provide event services (“Contractors”) with Users who are looking for event staff (“Clients”). Each Client request for Event Staff (a “Booking Request”) to be provided by one or more Contractors (the “Event Services”) is hereinafter referred to as a “Project”. Company does not employ Contractors, so the actual contracts for Event Services are directly between Clients and Contractors. No joint venture, partnership, employment, or agency relationship exists between any User and Company as a result of these Terms, or the use of the Company Properties. The Company reserves the right to withdraw or amend any of the Company Properties, and any Service or material provided through the Company Properties, in its sole discretion without notice. We will not be liable if for any reason all or part of the Company Properties is unavailable at any time or for any period. COMPANY OFFERS INFORMATION AND A METHOD FOR CLIENTS TO REQUEST EVENT SERVICES AND TO CONTRACT WITH ONE OR MORE Contractors TO PROVIDE EVENT SERVICES, BUT COMPANY DOES NOT PROVIDE EVENT SERVICES AND HAS NO RESPONSIBILITY OR LIABILITY FOR ANY EVENT SERVICES PROVIDED TO YOU BY Contractors.
- Company Only Provides a Venue. While Company provides an online forum to connect Clients with Contractors who are available to provide Event Services for Projects and facilitates these Projects by supplying a medium for exchange of money between Clients and Contractors, Company does not take part in the interaction between Users. We do not have control over the quality, timing, legality, or failure to provide Event Services or any aspect whatsoever of any ratings provided by Users, or of the integrity, responsibility, or any actions of any Users. Company makes no representations about the suitability, reliability, or timeliness of the Event Services provided by Contractors. Although Company may confirm that Contractors are licensed to provide Event Services in the relevant jurisdiction, when required we cannot confirm that each User is who they claim to be. When interacting with other Users you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don’t know. You are solely responsible for your interactions with other Users of Company Properties and any other parties with whom you interact through Company Properties. NEITHER COMPANY NOR ITS AFFILIATES OR THIRD PARTY PROVIDERS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES. COMPANY AND ITS THIRD PARTY PROVIDERS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF COMPANY PROPERTIES.
- Intellectual Property Ownership and License.
Ownership. Company Properties, and all content (except for User Content), features and functionality, including but not limited to all information, software, text, displays, images, video and audio (“Material”), and the design, selection and arrangement thereof, are owned by the Company, its licensors or other providers of such Material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying Company Properties.
Trademarks. Company’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with Company Properties are the trademarks of Company and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in Company Properties are the property of their respective owners.
Use of the Services and Company Properties. Subject to the Terms, Company grants you a limited license to use the Company Properties for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by Company in a separate license, your right to use any Company Properties is subject to the Terms.
Application License. Subject to your compliance with the Terms, Company grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal or internal business purposes. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.
Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Company Properties or any portion of Company Properties, including the Website; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Company Properties (including images, text, page layout or form); (c) you shall not use any metatags or other “hidden text” using Company’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Company Properties; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access Company Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of Company Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Company Properties; (i) you shall not use the Company Properties in any way that violates any applicable federal, state, local or international law or regulation; and (j) you shall not introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or harmful. Any future release, update or other addition to Company Properties shall be subject to the Terms. Company, affiliates and third party providers reserve all rights not granted in the Terms. Any unauthorized use of Company Properties terminates the licenses granted by Company pursuant to its Terms.
Confidentiality. “Confidential Information” includes all Material, and all other non-public, confidential or proprietary information of the Company. You shall not (a) use the Confidential Information, or permit it to be accessed or used, for any purpose other than receiving the Services; or (b) disclose the Confidential Information to any person or entity, except your representatives who need to know the Confidential Information for you to receive the Services (and who agree to confidentiality restrictions at least as restrictive as those contained herein). You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to Company Properties.
You acknowledge that money damages might not be a sufficient remedy for any breach or threatened breach of the confidentiality obligations herein. Therefore, in addition to all other remedies available at law (which the Company does not waive by the exercise of any rights hereunder), the Company shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach, and you hereby waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim.
Registering Your Account. In order to access certain features of Company Properties you may be required to become a Registered User. For purposes of the Terms, a “Registered User” is a User who has registered an account on the Website or through the Application (“Account”).
Registration Data. In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least eighteen (18+) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using Company Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. As a User, you are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of Company Properties by minors. You may not share your Account or password with anyone, and you agree to (1) notify Company immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your Account and refuse any and all current or future use of Company Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. You agree not to create an Account or use Company Properties if you have been previously removed by Company, or if you have been previously banned from any of Company Properties.
- Client Terms. The following terms apply to Users who are Clients:
You acknowledge and agree that Company does not and cannot guarantee that Contractors will be available to fulfill your Booking Requests.
The fee that Company will charge for a Booking Request will be listed on the page where Client submits its Booking Request. Company, at its sole discretion, may make promotional offers with different features and different rates to any Client. These promotional offers, unless made to you, shall have no bearing whatsoever on the amount you owe to Company.
If your Booking Request is for Event Services at a single event (a “Single Project”), Company will charge you 50% of the order total upon ordering Event Services and 50% one hour after the start of the last day of the Single Project. If Event Services are only for a single day Company will charge the remaining 50% one hour after the start of the day you require event services. Company will charge your credit card for the hours worked by the Contractors hired by you, and you hereby authorize Company to charge your credit card for such amounts.
Payments made to Company are non-refundable. This no refund policy shall apply at all times regardless of your decision to terminate your usage, our decision to terminate your usage, disruption caused to the Company Properties either planned, accidental, or intentional, or any other reason whatsoever. Company has no obligation to provide refunds or credits, but may grant them in extenuating circumstances in Company’s sole discretion, such as to correct any errors made by Company.
Client will be liable for all transaction taxes on the Event Services provided by Contractors (other than taxes based on Company’s income).
No Circumvention. The value of the Company rests in its thriving marketplace of Clients and Contractors. It is a violation of the Terms to intentionally avoid the payment of fees by arranging Projects with Contractors outside of the context of the Company Properties.
- Contractors Terms. The following terms apply to Users who are Contractors:
Once a Client submits a Booking Request, Company selects the Contractors who will receive notice of and be invited to provide the requested Event Services. If you are selected by the Company to provide Event Services for a Client who has requested such services, Company will notify you by push notification of the Project, providing you with the date, hours and location of the Project (the “Company Notice“). You agree that you shall notify Company within 24 hours of receipt of the Company Notice if you are able to provide the requested Event Services, and that your failure to respond to the Company Notice within such time period shall exclude you from being presented to Client for consideration on the Project. After you have indicated your availability to provide Event Services for a Project, Company will notify you whether the Client has engaged you to provide the Event Services. You acknowledge and agree that Company does not and cannot guarantee that you will be selected to provide any Event Services or that any Client will engage you to perform Event Services for which you have indicated you are available.
You represent that (a) you hold any necessary licenses and certifications to provide the Event Services (each, a “License”), (b) each License is valid and in force, (c) each License will remain in force for so long as you make yourself available to provide Event Services hereunder, and (d) you have the experience, qualifications and ability to provide Event Services. You further represent that you shall use your best efforts to perform the Event Services for any Projects for which you are selected and which you have accepted, such that the results are satisfactory to the Clients who requested such Projects. You hereby represent and affirm that you have not been convicted of a crime, which does not include the following: (i) minor traffic infractions; (ii) misdemeanor convictions more than two years ago for the possession, transportation or furnishing of marijuana, or for the possession of instruments or paraphernalia related to the use of marijuana or similar controlled substances, or presence where such substances were used; or (iii) convictions which have been expunged or sealed by the court. In addition, you agree to provide a clear headshot of your likeness for your profile.
For each Project that you perform, Company will pay you the fees specified on your Dashboard page. The payment shall be made within 90 days after the month in which Company received Client’s payment for your Event Services. Company has no obligation to pay you for any Event Services for which Company does not receive payment from the relevant Client.
You acknowledge and agree to comply with the terms and conditions of the Company’s Professional Services Agreement available here.
You acknowledge and agree that Company provides the Website and Application for the purposes of connecting Contractors with prospective Clients and that there is no (i) employment, (ii) part-time employment, (iii) consulting, or (iv) joint-venture relationship whatsoever between Company and you.
No Circumvention. The value of the Company rests in its thriving marketplace of Clients and Contractors. It is a violation of the Terms for a Contractor to (a) knowingly accept a Project with the intention of delegating the performance of the Event Services to another service provider, or (b) accept a Project from a Client outside of the Company Properties.
- Payment Accounts. Each User understands and agrees that: The transmission of funds in the manner described herein is not a separate and discrete service that Company provides in addition to the Services. Rather, the transmission of funds in an auditable manner is an integral part of the Services that Company provides.
Each User’s payment account is a custodial account administered by Company to facilitate disbursement of the applicable portions of each Client’s payment to each Contractor.
Company acts as agent of each User and not as a trustee or fiduciary with respect to payments received through Company.
Company holds funds delivered to it in a commingled account at a bank (each, a “Pooled Account“), and may include in the titling of a Pooled Account “Company, for the benefit of others” or similar words. Company maintains records at Company that should, in the event of a bank failure, allow the FDIC to determine which funds are payable to which User.
Company will not voluntarily make your funds available to its creditors in the event of bankruptcy.
You agree that Company has sole discretion over the establishment and maintenance of any Pooled Account. You agree that you will not receive interest or other earnings on the funds that Company handles as your agent and places in a Pooled Account. In consideration for your use of Company Properties, you irrevocably transfer and assign to Company any ownership right that you may have in any interest that may accrue on funds held in a Pooled Account. This assignment applies only to interest earned on your funds, and nothing in this Agreement grants Company any ownership right to the principal of the funds you maintain with Company. In addition to or instead of earning interest on Pooled Accounts, Company may receive a reduction in fees or expenses charged for banking services by the banks that hold your funds.
- Because Company is not involved in the actual contracts between Contractors and Clients or in the completion of a Project, in the event that you have a dispute with one or more Users, you hereby release Company, its affiliates, and third party providers (and our officers, directors, agents, investors, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. Company reserves the right, but has no obligation, to intercede in any disputes between Users.
- Responsibility for Content.
Types of Content. You acknowledge that all information, data, text, images and/or other materials accessible through the Company Properties (“Content”) is the sole responsibility of the party from whom such Content originated. This means that you, and not Company, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through Company Properties (“Your Content”), and other Users of Company Properties, and not Company, are similarly responsible for all Content they Make Available through Company Properties (“User Content”). You agree that you will not Make Available any Content that (a) contains nudity, violence, sexually explicit, or offensive subject matter; (b) is defamatory, obscene, indecent, harassing, violent, hateful or otherwise objectionable; (c) infringes any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person; (d) violates the legal rights (including the rights of publicity and privacy) of others or contains any material that could give rights to any civil or criminal liability under applicable laws; (e) is likely to deceive any person; (f) promotes any illegal activity, or advocates, promotes or assists any unlawful act; (g) impersonates any person, or misrepresents your identity or affiliation with any person or organization; or (h) involves commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
No Obligation to Pre-Screen Content; Company Rights. You acknowledge that Company has no obligation to pre-screen or remove Content (including, but not limited to, Your Content and other User Content), although Company reserves the right in its sole discretion to pre-screen, refuse or remove any Content. Without limiting the foregoing, the Company may (a) take any action with respect to any User Content that it deems necessary or appropriate in its sole discretion; (b) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Company Properties; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their rights to privacy; or terminate or suspend your access to all or part of the Company Properties for any or no reason, including without limitation, any violation of these Terms. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring and actions. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Company pre-screens, refuses or removes any Content, you acknowledge that Company will do so for Company’s benefit, not yours.
It is the policy of the Company to terminate the Accounts of repeat infringers.
Your Content. Company does not claim ownership of Your Content. However, when you as a User make available Your Content on or in Company Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
License to Your Content. Subject to any applicable account settings that you select, you grant Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing Company Properties to you and to our other Users. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Company, are responsible for all of Your Content that you Make Available on or in Company Properties.
Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Company.
Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Company (“Feedback”) is at your own risk and that Company has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Company Properties.
Reviews. The Services may in the future host Client reviews or ratings of Contractors, which are user generated content. Such reviews or ratings are Client opinions, are not the opinion of Company, and have not been verified by Company. You agree that Company is not liable for any reviews or ratings.
- No Solicitations The Services may not be used to solicit for any other business, website or services. You may not solicit, advertise for, or contact in any form Users for employment, contracting, or any other purpose not related to the Services facilitated through Company Properties. You may not use the Services to collect usernames and/or email addresses of Users by electronic or other means without the express prior written consent of Company.
- No Investigations. Company does not conduct any other background checks or investigations of its Users.
- App Stores. You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from which you received the Application license, e.g., the Apple iPhone or Android app stores (“App Store”). You acknowledge that the Terms are between you and Company and not with the App Store. Company, not the App Store, is solely responsible for Company Properties, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with Company Properties, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using Company Properties, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms and will have the right to enforce them.
- You agree to indemnify and hold Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your Content; (b) your use of, or inability to use, Company Properties or Event Services; (c) your violation of the Terms; (d) your violation of any rights of another party, including any Users; (e) your violation of any applicable laws, rules or regulations; or (f) if you are a Contractor, your performance of Event Services. Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Company in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to Company Properties.
- Disclaimer of Warranties.
As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF COMPANY PROPERTIES IS AT YOUR SOLE RISK, AND COMPANY PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) COMPANY PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF COMPANY PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE QUALITY OF THE EVENT SERVICES OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.
THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. COMPANY MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
No Liability for Conduct of Other Users. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY PARTIES LIABLE, FOR THE CONDUCT OF OTHER USERS, AND THAT THE RISK OF ANY INJURY RESTS ENTIRELY WITH YOU. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF COMPANY PROPERTIES. YOU UNDERSTAND THAT COMPANY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF COMPANY PROPERTIES EXCEPT AS SET FORTH IN SECTION 9. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF COMPANY PROPERTIES, INCLUDING BUT NOT LIMITED TO THE PERFORMANCE OF EVENT SERVICES BY CONTRACTORS. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF COMPANY PROPERTIES.
- Limitation of Liability.
Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL COMPANY PARTIES BE LIABLE FOR ANY LOSS OF USE, DATA, OR PROFITS, OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH COMPANY PROPERTIES, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF COMPANY PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE COMPANY PROPERTIES OR EVENT SERVICES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE EVENT SERVICES IF YOU ARE UNABLE TO SECURE EVENT SERVICES THROUGH THE COMPANY PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON COMPANY PROPERTIES; (5) THE PERFORMANCE OF EVENT SERVICES BY CONTRACTORS, OR OTHERWISE ARISING OUT OF OR RELATED TO PROJECTS; OR (6) ANY OTHER MATTER RELATED TO COMPANY PROPERTIES, EVENT SERVICES, OR PROJECTS, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
Cap on Liability. UNDER NO CIRCUMSTANCES WILL COMPANY PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY COMPANY AS A RESULT OF YOUR USE OF COMPANY PROPERTIES DURING THE SIX MONTH PERIOD PRECEDING THE DATE ON WHICH YOUR CLAIM AGAINST COMPANY PARTIES AROSE. IF YOU HAVE NOT PAID COMPANY ANY AMOUNTS DURING SUCH PERIOD, COMPANY’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO FIFTY DOLLARS ($50).
Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
User Content. COMPANY PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT).
Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.
- Termination and Suspension. Company may terminate or suspend your right to use Company Properties at any time for any or no reason by providing you with written or email notice of such termination, and termination will be effective immediately upon delivery of such notice. We may cancel unconfirmed Accounts or Accounts that have been inactive for a long time, or modify or discontinue our Services. Without limitation, Company may terminate or suspend your right to use Company Properties if you breach any provision of the Terms or any policy of Company posted through Company Properties from time to time; if Company otherwise finds that you have engaged in inappropriate and/or offensive behavior; if Company believes you are creating problems or possible legal liabilities; if Company believes such action will improve the security of our community or reduce another User’s exposure to financial liabilities; if Company believes you are infringing the rights of third parties; if Company believes you are acting inconsistently with the spirit of these Terms; if despite our reasonable endeavors, Company is unable to verify or authenticate any information you provide; or if you fail to pay all fees due for our Services by the payment due date. In addition to terminating or suspending your Account, Company reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. Even after your right to use the Services is terminated or suspended, these Terms will remain enforceable against you.
Violations. If Company becomes aware of any possible violations by you of the Terms, Company reserves the right to investigate such violations. If, as a result of the investigation, Company believes that criminal activity has occurred, Company reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Company is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Company Properties, including Your Content, in Company’s possession in connection with your use of Company Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms; (3) respond to any claims by Users related to any Projects; (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of Company, its Users or the public, and all enforcement or other government officials, as Company in its sole discretion believes to be necessary or appropriate.
Breach. In the event that Company determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for Company Properties, Company reserves the right to:
- Warn you via e-mail (to any e-mail address you have provided to Company) that you have violated the Terms;
- Delete any of Your Content provided by you or your agent(s) to Company Properties;
- Discontinue your registration(s) with any of Company Properties;
- Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
- Pursue any other action which Company deems to be appropriate.
No Subsequent Registration. If your registration(s) with or ability to access Company Properties, or any other Company community is discontinued by Company due to your violation of any portion of the Terms or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access Company Properties or any Company community through use of a different user name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Company Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Company reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
- General Provisions.
Electronic Communications. The communications between you and Company use electronic means, whether you visit Company Properties or send Company e-mails, or whether Company posts notices on Company Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Company in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
Release. You hereby release Company Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Company Properties or any Projects or Event Services arranged in accordance with these Terms, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms, your use of Company Properties, or any Projects or Event Services arranged pursuant to these Terms. If you are a California resident, you hereby waive California Civil Code Section 1542, 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.”
Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Force Majeure. Company shall not be liable for any delay or failure to perform any Services resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. Company shall not be liable for any delay or failure by Contractors to perform Event Services requested by Clients.
Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Company Properties, please contact us at: Victory Marketing Agency, LLC, 9961 Interstate Commerce Drive Suite 160 Fort Myers, FL 33913, Attn: Vinny Antonio, calling 239-332-7392, or emailing firstname.lastname@example.org. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
Limitations Period. YOU AND COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, COMPANY PROPERTIES, CONTENT, OR ANY PROJECTS OR EVENT SERVICES, MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Florida, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The exclusive venue and jurisdiction for any and all disputes, claims, and controversies arising from or relating to these Terms shall be the state and federal courts located in Lee County, Florida.
Notice. Where Company requires that you provide an e-mail address, you are responsible for providing Company with your most current e-mail address. In the event that the last e-mail address you provided to Company is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Terms, Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notices to Company at the following address: Victory Marketing Agency, LLC, 9961 Interstate Commerce Drive Suite 160 Fort Myers, FL 33913, Attn: Vinny Antonio. Such notice shall be deemed given when received by Company by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Severability. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Export Control. You may not use, export, import, or transfer Company Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Company Properties, and any other applicable laws. In particular, but without limitation, Company Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Company Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Company Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Company are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Company products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
Accessing and Download the Application from iTunes. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
You acknowledge and agree that (i) the Terms are concluded between you and Company only, and not Apple, and (ii) Company, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Company and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Company.
You and Company acknowledge that, as between Company and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
You and Company acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Company and Apple, Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.
You and Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
Without limiting any other terms of the Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
End of terms.