Last updated: March 15, 2019
PLEASE BE ADVISED THAT THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE ALL CLAIMS AND DISCLAIMERS OF WARRANTIES AND LIABILITY. THESE TERMS ALSO ALLOW YOU TO PURSUE CLAIMS AGAINST US ONLY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. AS A RESULT, YOU MAY SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ONLY ON AN INDIVIDUAL BASIS.
WE MAY IMMEDIATELY TERMINATE YOUR ACCESS TO OUR MOBILE SERVICES (INCLUDING REJECTION OR CANCELLATION OF ANY EVENT (AS DEFINED BELOW)) IF YOU FAIL TO COMPLY WITH ANY PROVISION OF THESE TERMS, IF WE BELIEVE YOUR USE OF ALL OR ANY PORTION OF OUR MOBILE SERVICES WILL REFLECT POORLY ON US, OUR MOBILE SERVICES OR OUR GOODWILL, OR IF WE OTHERWISE DEEM YOUR USE OF OUR MOBILE SERVICES TO BE ILLEGAL OR OTHERWISE INAPPROPRIATE, IN EACH CASE, IN OUR SOLE AND ABSOLUTE DISCRETION.
DISCLAIMER: As further described in Section 9 below, information and materials posted on our Mobile Services are provided for informational purposes only and are provided on an “AS IS” basis without warranties of any kind, express or implied. The content of our Mobile Services may be modified periodically without notice. Information and materials on our Mobile Services may not be accurate or complete and, due to changing circumstances or other causes, may change or ultimately prove to be inaccurate or incomplete.
These Terms may change from time to time. Your continued use of our Mobile Services after we make changes is deemed to be acceptance of those changes, so please check this policy periodically for updates.
1. Your Compliance with These Terms
You acknowledge that these Terms are supported by reasonable and valuable consideration, which you have received, and which is adequate. Such consideration includes your ability to access, use or interact with our Mobile Services.
You represent and warrant that you have the capacity to be bound by these Terms, or if you are acting on behalf of a company or other entity, that you have the authority to bind, such company or entity. We may, at our sole discretion and at any time monitor your compliance with these Terms. Without limiting the foregoing, we have the right to:
- Take appropriate legal action, including referral to law enforcement for any illegal or unauthorized use of our Mobile Services (or any portion thereof).
- Terminate or suspend your access to all or part of our Mobile Services for any or no reason, including any violation of these Terms.
- Fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose your identity or other information.
YOU WAIVE AND HOLD US (AND OUR LICENSEES AND SERVICE PROVIDERS) HARMLESS FROM ANY CLAIMS RESULTING FROM ANY OF THE FOREGOING ACTIONS TAKEN BY US DURING OR AS A RESULT OF OUR INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY US OR BY LAW ENFORCEMENT AUTHORITIES.
2. Our Mobile Services Are Not Intended for Minors
3. Your Access and Use of Our Mobile Services
Your Access of Our Mobile Services. We reserve the right to withdraw or amend all or any portion of our Mobile Services, and any service or material we provide on our Mobile Services, in our sole discretion with or without notice to you. Furthermore, your access and use of our Mobile Services may be interrupted from time to time for any of several reasons, including the malfunction of equipment, periodic updating, maintenance or repair of our Mobile Services or other actions that we may, in our sole discretion, elect to take. We may also suspend or discontinue the availability of our Mobile Services or any portion or feature of our Mobile Services at any time in our sole discretion and without prior notice to you. From time to time, we may restrict access to some parts of the Mobile Services, or all of our Mobile Services, to users. We will not be liable if for any reason all or any part of the Mobile Services (including any Event) is unavailable at any time or for any period.
We may (but are not obligated to) directly or through third parties, make any inquiries we consider necessary to validate your identity or other information or materials provided by you to us. This may include asking you for further information or documentation, requiring you to provide an additional valid government issued identification or a taxpayer or national identification number, requiring you to take steps to confirm your insurance, ownership of your email address or financial instruments, or verifying Your Information against third-party databases or through other sources.
You Must Maintain the Confidentiality and Security of Access Credentials. We may provide you with access credentials or other information necessary for you to access the Mobile Services or portions thereof (“Access Credentials”). You must treat any Access Credentials as strictly confidential, and it is your sole responsibility to maintain the security of any Access Credentials.
You acknowledge that any Access Credentials that we provide you are personal to you and agree not to provide any other person or entity with access to the Mobile Services or portions of it using such Access Credentials. You also agree to ensure that you exit from the Mobile Services at the end of each session. You should use particular caution when accessing the Mobile Services from a public or shared computer so that others are not able to view or record your Access Credentials or other information. We will not be liable for any loss that you may suffer as a result of the authorized or unauthorized use of such Access Credentials by a third party.
We have the right to disable any Access Credentials at any time in our sole discretion for any or no reason, including if, in our sole opinion, you have violated any provision of these Terms, if we believe your use of all or any portion of our Mobile Services will reflect poorly on us, our Mobile Services or our goodwill, or if we otherwise deem your use of our Mobile Services to be illegal or otherwise inappropriate, in each case, in our sole and absolute discretion.
Permitted Use. You may use our Mobile Services (including organization, hosting or attendance of any Event) only as permitted by us, only for lawful purposes and only in accordance with these Terms. You may use our Mobile Services only in good faith for yourself or others on whose behalf you are authorized to act. You may not access or use our Mobile Services (including any Events) for any other purposes. Without limiting the generality of the foregoing, you may not and may not assist, encourage, support or enable others to:
- Use our Mobile Services in any way that violates any applicable federal, state, local or international law or regulation, or the rights of a third party;
- Through the use of our Mobile Services, unlawfully defame, abuse, harass, offend, threaten or harm anyone or any entity;
- Engage in any conduct that restricts or inhibits, or prevents access, use or enjoyment of our Mobile Services (or any part thereof), or which, as determined by us, may harm us or users of our Mobile Services or expose them to liability;
- Use our Mobile Services to impersonate or attempt to impersonate us, our employees or other representatives, another user of our Mobile Services or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing);
- Use our Mobile Services in any manner that could disable, overburden, damage, or impair them or interfere with any other party’s use of our Mobile Services, including their ability to engage in real time activities through our Mobile Services;
- Use any robot, spider or other automatic device, process or means to access our Mobile Services for any purpose, including monitoring or copying any of the material on our Mobile Services;
- Manually or otherwise reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit our Mobile Services or any of the material on our Mobile Services, except that you may print one copy of a reasonable number of pages of the Mobile Services for your own, personal use and not for further reproduction, publication or distribution or modification;
- Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from our Mobile Services;
- Use any illustrations, photographs, video or audio sequences or any graphics available on our Mobile Services separately from the Mobile Services;
- Use any device, software or routine that interferes with the proper working of our Mobile Services (or any part thereof);
- Introduce any viruses, trojan horses, worms, logic bombs or other malicious or technologically harmful material to, on or through our Mobile Services (or any part thereof);
- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of our Mobile Services, or any servers, computers or databases on which our Mobile Services our stored;
- Attack our Mobile Services via a denial-of-service attack or a distributed denial-of-service attack;
- Otherwise attempt to interfere with the proper working of our Mobile Services (or any part thereof); or
Your right to access and use our Mobile Services is personal to you and is not transferable by you to any other person or entity. You are solely responsible for making all arrangements necessary for you to access our Mobile Services. Additionally, you are solely responsible for ensuring that all persons who access our Mobile Services through your internet connection are aware of these Terms and comply with them.
We may, in our sole discretion, cancel your access to our Mobile Services for any reason, in our sole and absolute discretion.
You Must Notify Us of a Breach. You must immediately notify us of any unauthorized use of your Access Credentials, any unauthorized use of our Mobile Services, any violation of these Terms, or any other breach of security known to you in connection with our Mobile Services by sending an e-mail to us at: [email protected].
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of our Mobile Services in breach of these Terms, your right to use our Mobile Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
4. Your use of our Mobile Services as an Event Organizer
From time to time, you may use our Mobile Services in order to organize and host an event at your home or other location (each, an “Event,” and collectively, “Events”). The following terms, as well as our Community Standards apply to all creators of Events on our Mobile Services. You are responsible for ensuring that your Event complies with all applicable laws, statutes, and regulations, including restricting access to your Event by persons as required by applicable laws, statutes or regulations.
General Policies. The following are our general policies for all Events:
- Events must not be misleading, fraudulent or deceptive. For example, Events must not pertain to, include or otherwise constitute a scam or any part thereof, and must not make a false promise of money or other value to be provided if others attend or participate.
- Events must not impersonate or falsely represent a brand, entity, or public figure. Where an Event is being used to express support for or interest in a brand, entity, or public figure, it must make clear in the name or description that it is not an official representation.
- Events must not facilitate or promote online gambling, online real money, games of skill, or online lotteries without our prior written permission.
- Events must not inaccurately tag content or encourage users to inaccurately tag content.
- Events must not incentivize people to misuse all or any portion of our Mobile Services, its features or functionality. For example, Events must not encourage users to give false reviews in return for free good.
- Events cannot use automated means to generate event invites.
- Events must provide clear and up-front disclosure about the cost of an Event ticket, and for any actions or additional costs associated with an event ticket purchase.
- Your conduct at and administration of any Event must not violate these Terms or our Community Standards.
Our Fees. You acknowledge that we provide you with the Mobile Services to, among other things, facilitate the organization and hosting of Events, in exchange for certain consideration, in the form of a fee. Our fee will typically take the form of a percentage of the value of the tickets sold for your event and a flat fee, in each case, as disclosed to you when creating the Event through our Mobile Services.
While you may sell tickets for your Events prior to the date of the Event, you acknowledge and agree that you will not receive the proceeds from your Event (i.e., the value of the tickets sold less our fees) unless and until your Event is completed and does not otherwise violate these Terms.
You Must Maintain Insurance. As an condition to organizing an Event, and without limiting any of your indemnification obligations under Section 17, you must maintain a comprehensive general liability insurance policy insuring against liability for, among other things, personal injury, death and property damage, in amounts no less than $100,000 per occurrence and $200,000 in the aggregate. Your insurance must be provided by an insurer allowed to do business in the state where your Event will occur, and which has a policyholders’ rating of A or better, and a financial size of Class VII or better in the latest edition of Best’s Insurance Reports.
If a claim is filed against you and our insurance provider gets involved, or if we are otherwise required to pay for any damages caused by you, in our sole and absolute discretion, we may charge you any or all of the deductible or other out-of-pocket expenses we incur or are otherwise required to pay as a result of that claim.
In the event of any claim or accident, you will be solely responsible for reporting that accident in compliance with applicable law and your insurance policy.
Prohibited Subject Matter. Events cannot promote, contain content supporting, or otherwise relate to any of the following:
- The sale or use of illegal, prescription or recreational drugs, or the illegal or excessive use or sale of alcohol, tobacco products or tobacco paraphernalia
- The sale of or use of weapons, ammunition, or explosives, or other unsafe products or services, as determined by us, in our sole and absolute discretion
- The sale or use of animals
- The sale or use of adult products or services
- The sale or use of certain healthcare products and services, including medical devices
- Promotion or facilitation of online gambling, games of skill or lotteries, including online casinos, sports books, bingo, or poker
- Material, actions or inactions that could be considered harmful, obscene, pornographic, sexually explicit, indecent, lewd, violent, abusive, profane, insulting, threatening, harassing, hateful or otherwise objectionable, includes the image or likeness of individuals under 18 years of age, encourages or otherwise depicts or glamorizes drug use (including alcohol and cigarettes), characterizes violence as acceptable, glamorous or desirable, or contains any personal contact information or other personal information identifying any third party
- Offensive offers, products or services
- Positioning of products or services in a sexually suggestive manner
- Promotion of the sale of downloadable digital content, digital subscriptions or digital accounts
- Promotion of the sale of the sale of real, virtual or fake currency
- Content or materials that that infringes upon or violates the intellectual property rights of any third party, including copyright or trademark. This includes, but is not limited to, the promotion or sale of counterfeits, such as goods that copy the trademark (name or logo), or distinctive features of another company’s products to imitate a genuine product
- Wrongful discrimination or suggestion of a preference for or against people because of a personal characteristic, included but not limited to, race, ethnicity, color, national origin, citizenship, religion, age, sex, sexual orientation, gender identity, family status, marital status, disability, or medical or genetic condition. All Events and their related content, information and materials must comply with all applicable laws, including those prohibiting discrimination
- Content, materials or ideas that violate these Terms (including our User Content Standards, as set forth in Section 7 below) or our Community Standards, that may reflect poorly on us, our Mobile Services or our goodwill, or that we otherwise deem to be illegal or otherwise inappropriate, in each case,in our sole and absolute discretion
Event Content. Event names and content must not include profanity, excessively incorrect grammar or punctuation, and must not consist solely of generic terms or locations. Name or content changes and merges must not result in a misleading or unintended connection and must not substantially change the Event’s subject matter.
Your Event page’s cover photo or profile picture must not include a verified checkmark, and also must not include third-party products, brands or sponsors. If your event promotes or otherwise relates to a show, the Event and all related content must accurately represent the show, and must not represent the parent entity or network (as applicable). Events and all related content must not promote the sale of prescription pharmaceuticals.
Be aware that any and all content that you post to your Event will be viewable and may be shared or otherwise used by other users of our Mobile Services.
Collection of Data in Connection with Your Events. If you collect content and information directly from participants or attendees of your Event, you must make it clear that you (and not NightLight, LLC) are collecting it, and must provide notice about and obtain consent for your use of the content and information that you collect. Regardless of how you obtain content and information from Event attendees or participants, you are responsible for securing all necessary permissions to reuse their content and information.
Your Event page must not collect attendees’ or participants’ content or information, or otherwise access. Our Mobile Services, using automated means (such as harvesting bots, robots, spiders, or scrapers) without written permission from us.
Events with Promotions. If an Event will communicate or administer a promotion (such as a contest or sweepstakes), you are responsible for the lawful operation of that promotion, including the official rules, offer terms and eligibility requirements (e.g., age and residency restrictions), and compliance with applicable rules and regulations governing the promotion and all prizes offered (e.g., registration and obtaining necessary regulatory approvals). Any Event that communicates or administers a promotion must include a complete release of NightLight, LLC by each Event attendee and promotion entrant or participant, LLC, and an acknowledgement that the promotion is in no way sponsored, endorsed, administered by or associated with NightLight, LLC. We will not assist you in the administration of your promotion, and you agree that if you use our Mobile Services to administer any promotion, you do so at your own risk.
We Reserve the Right to Reject or Cancel any Event or Event Content. We reserve the right to reject or cancel any Event, or to remove any Event content for any or no reason. Without limiting the generality of the foregoing, we may reject or cancel any of your Events (or remove any Event content) if you fail to comply with any provision of these Terms, if we believe that the Event will reflect poorly on us, our Mobile Services or our goodwill, or if we otherwise deem your use the Event or related content to be illegal or otherwise inappropriate, in each case, in our sole and absolute discretion.
Cancellation of Events. In the event we reject or cancel an Event, or in the event you cancel an Event, we will refund all persons who purchased tickets for the Event in full, without a deduction for our fees. We reserve the right to suspend or terminate your ability to organize and host Events for any or no reason, including, without limitation, if you cancel one or more Events, regardless of the reason for cancellation.
Limitation of Liability. As further described in (and consistent with) Section 15 (Limitation on Liability), you voluntarily assume all risks and danger incidental to the organization and hosting of an Event, whether occurring before, during or after the Event, and you waive any and all claims for damages, including for personal injury or death, against us, and all owners, agents, officers, directors, managers, and employees on behalf of yourself. See the additional provisions of Section 15 (Limitation of Liability) for additional limits on our liability.
5. Your use of our Mobile Services as an Event Attendee
From time to time, you may elect to purchase tickets to and attend or participate in an Event.
Your Conduct. Your conduct at or otherwise in connection with any Event must at all times comply with our Community Standards and with any rules, policies, terms or conditions imposed by the Event provider for the particular event (“Event Provider Rules”). Without limiting any other rights we may have, we reserve the right to terminate your access to any Events (without refund of any amounts paid) or to our Mobile Services if you fail to comply with any provision of our Community Standards, if we believe your conduct at or in connection with any Event will reflect poorly on us, our Mobile Services or our goodwill, or if we otherwise deem such conduct to be illegal or otherwise inappropriate, in each case, in our sole and absolute discretion. Furthermore, each Event provider has the right, without refund of any amount paid, to refuse admission to, or eject, any person whose conduct the provider deems disorderly, who uses vulgar or abusive language or who fails to comply with Event Provider Rules. Any breach by you of our Community Standards or any Event Provider Rules will automatically terminate your license to attend the (relevant) Event without refund. A ticket to an Event is a revocable license and admission may be refused upon refunding the ticket’s face amount. A ticket is not redeemable for cash.
You Are Subject to Search. You and your belongings may be searched on entry to the event. You consent to such searches and waive any related claims that may arise. If you elect not to consent to such searches, you may be denied entry to the event without refund or other compensation. Under certain facility rules, certain items may not be brought into the premises, including without limitation, alcohol, drugs, controlled substances, cameras, recording devices, laser pointers, strobe lights, irritants (e.g., artificial noisemakers), bundles and containers.
Your Purchase of Event Tickets. All ticket prices for events that occur in the United States are stated in U.S. Dollars. We utilize the services of a third party payment processor to accept and process payments for Event tickets. To purchase Event tickets, you must provide valid payment card and billing information. You agree to pay the stated price in addition to applicable taxes at the time of your purchase and to have your payment card billed for that amount. By purchasing any Event ticket, you represent and warrant that you are authorized to use the payment card provided, and are capable of entering into a contract under applicable law.
If you do not receive a confirmation number (in the form of a confirmation page or email) after submitting payment information, or if you experience an error message or service interruption after submitting payment information, it is your responsibility to confirm via your account with us or the customer service of our third party payment processor whether or not your order has been placed. Only you may be aware of any problems that may occur during the purchase process. We will not be responsible for losses (monetary or otherwise) if you assume that an order was not placed because you failed to receive confirmation.
You are Buying from our Event Providers. We sell Event tickets via our Mobile Services on behalf of our Mobile Services users who organize and host Events. Tickets obtained from unauthorized sources may be lost, stolen or counterfeit, and if so are void.
Pricing and Availability. We sell tickets on behalf of Event providers, which means we do not set the ticket prices or determine availability or seating locations (as applicable). Event providers will set the face price of tickets for their Events. Tickets for popular events may sell out quickly. Occasionally, additional tickets may be available prior to the event. However, we do not control this inventory or its availability.
We take a fee as consideration for facilitating Events and your attendance at such events, which is typically deducted from the value of the tickets sold. The remaining balance of value after deduction of our fees will go to the Event organizer and host, subject to compliance with, and otherwise on the terms and conditions of, these Terms.
When purchasing tickets to an Event, you may be limited to a specified number of tickets (also known as a “ticket limit”). If we or an Event organizer or host imposes a ticket limit, it will be posted during the purchase process and verified with every transaction. We reserve the right to cancel any or all orders and tickets, in addition to prohibiting your ticket purchase abilities, without notice to you, if you exceed, or attempt to exceed, any posted ticket limits. This includes orders associated with the same name, e-mail address, billing address, credit card number or other information.
If the amount you pay for a ticket is incorrect, whether because of an error in the price posted on our Mobile Services or the Event content, or otherwise communicated to you, then we will have the right to cancel that ticket (or the order for that ticket) and refund to you the amount that you paid. This will apply regardless of the error occurred because of human error or a transactional malfunction of this our Mobile Services, the Event content or the actions, inactions or systems of our third party payment processor.
Ticket Delivery. Each ticket you purchase for an Event will be delivered and available via our Mobile Services. We will not deliver any paper tickets. In order to utilize your ticket(s), you will need to present the ticket to the Event organizer/host with your mobile device.
Ticket Transfer Prohibited. Ticket transfers are strictly prohibited without our prior, written consent, which we may withhold in our sole and absolute discretion.
We may cancel transferred tickets if they were obtained fraudulently or otherwise in violation of these Terms, our Community Standards our other policies. If an event is canceled or rescheduled, only the original purchaser will be eligible for a refund.
Canceled Events. Occasionally, Events may be canceled. Should this occur, we will attempt to contact you to inform you of refund or exchange procedures for the Event, as applicable. If an Event is canceled, we will promptly issue you a refund to the credit card, debit card, gift card or the method of payment used to make your purchase.
Refunds and Exchanges. Before purchasing tickets for an Event, please carefully review your Event selection. We may – but do not have the obligation to – issue you a refund after a ticket has been purchased or lost, or stolen, damaged or destroyed.
We may occasionally offer Event tickets at a discount after the original on-sale date and will not refund the difference between the original price and the sale price.
You agree that you will not attempt to evade, avoid, or circumvent any refund prohibitions in any manner with regard to Event tickets purchased by you. Without limiting the generality of the foregoing, you will not seek a “chargeback” from the company whose credit card you used to purchase tickets for an Event. Should you do so, your tickets may be canceled, and we may, in our sole discretion, refuse to honor pending and future ticket purchases made from all credit card accounts or online accounts on which such chargebacks have been made, and may prohibit all persons in whose name the credit card accounts exist and any person who accesses any associated online account or credit card or who otherwise breaches this provision from using our Mobile Services.
If we issue you a refund for a ticket due to a canceled or postponed Event, we will issue a refund of the ticket’s face value paid (or, for a discounted ticket, then instead the discounted ticket price paid). We will not be liable for travel or any other expenses that you or anyone else incurs in connection with a canceled or postponed Event.
Limitation of Liability. As further described in (and consistent with) Section 15 (Limitation on Liability), you voluntarily assume all risks and danger incidental to any Event in which you participate or attend, whether occurring before, during or after the Event, and you waive any and all claims for damages, including for personal injury or death, against us, and all owners, agents, officers, directors, managers, and employees on behalf of yourself. You bear all risks of inclement weather. Event date and time are subject to change. See the additional provisions of Section 15 (Limitation of Liability) for additional limits on our liability.
Please note that, while we require Event organizers to maintain certain insurance, we do not make any guarantees as to the insurance policies held by Event organizers or hosts.
Recording, Transmission and Exhibition. You acknowledge and agree that all Events are considered public events, that your appearance and actions inside and outside the Event site are public in nature, and that you have no expectation of privacy with regard to your actions or conduct at the Event. You grant permission to us and the Event provider(s) to utilize your name, image, likeness, acts, poses, plays, appearance, movements, and statements in any live or recorded audio, video, or photographic display or other transmission, exhibition, publication or reproduction made of, or at, the event (regardless of whether before, during or after play or performance) for any purpose, in any manner, in any medium or context now known or hereafter developed, without further authorization from, or compensation to, you or anyone acting on your behalf.
Unlawful Resale of Tickets; Promotions. Unlawful resale (or attempted resale), counterfeit or copy of Event tickets is grounds for seizure and cancellation without compensation. Certain maximum resale premiums and restrictions may apply in some states and we cannot be responsible for providing legal advice regarding resale or pricing of tickets. You are responsible for complying with all applicable ticket resale laws. In addition, we reserve the right to restrict or deny ticket purchasing privileges to anyone that we determine to be, or has been, in violation of our policies. Because we do not guarantee the authenticity of tickets purchased from any non-authorized third party reseller (such as brokers or individuals), we recommend that you purchase Event tickets directly through us, authorized partners or from the venue box office to ensure ticket authenticity. Event tickets may not be used for advertising, promotions, contests or sweepstakes, unless formal written authorization is given by us and the Event provider.
6. Submission of User Content
In the course of using our Mobile Services, you may submit certain content on or through our Mobile Services, including Your Information, Event content, Event ratings, Event reviews, compliments, invitations, check-ins, messages, and information that will be publicly displayed on or through our Mobile Services (collectively, “Your Content”).
You acknowledge that Your Content may expose you to liability. For example, but not by way of limitation, you may be exposed to liability if Your Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.
Use of Your Content. We may use Your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into advertisements and other works, and creating derivative works from it. We have no obligation to retain or provide you with copies of Your Content, nor do we guarantee any confidentiality with respect to Your Content. Accordingly, once you submit Your Content on or through our Mobile Services, you thereby irrevocably grant us a world-wide, perpetual, non-exclusive, royalty-free, assignable, sub-licensable, transferable license and right to use Your Content for any purpose, including for any commercial purpose. Please note that, by submitting Your Content, you also irrevocably: (a) grant the users and providers of our Mobile Services the license and right to access and use Your Content as determined by us in our sole discretion; and (b) waive, and cause to be waived, against us, and users and providers of our Mobile Services any claims and assertions of moral rights or attribution with respect to Your Content.
Advertising. We and our licensees may publicly display advertisements and other information adjacent to or included with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.
We Do Not Endorse User Content. We are not involved in the preparation or actual transmission of Your Content or any other similar content submitted by users on our through or Mobile Services (collectively, “User Content”). As a result, we do not approve or endorse User Content, and you acknowledge and agree that we (i) have no control over the quality, correctness, timeliness, safety, truth, accuracy or legality of any User Content posted by you or any other person or entity; and (ii) will have no liability to you as a result of your submission or posting, access or use of, or reliance on, such User Content.
User Content posted by other users may be inaccurate. Additionally, you may find User Content posted by other users to be offensive, harmful, indecent, or deceptive. Please use caution and common sense, and do not rely solely on User Content.
Although we do not regularly review User Content, we may, in our sole discretion and at any time, remove or edit any User Content. You acknowledge and understand that we are under no obligation to enforce these Terms on your behalf against another user.
7. User Content Restrictions
Standards. These content standards apply to any and all User Content and use of our Mobile Services, including any Events and Event related content. All User Content, including Your Content, must, in its entirety, comply with all applicable federal, state, local and international laws, ordinances and regulations. Additionally, and without limiting the generality of the foregoing, User Content must not:
- Contain any material that is trade libelous, threatening, harassing, defamatory, obscene, explicit or vulgar, or otherwise unlawfully injurious to us or third parties or that infringes on our or any third party’s rights of publicity or privacy;
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, color, pregnancy, national origin, handicap, marital status, veteran status, gender identity or expression, genetic information, or any other characteristic protected by federal, state, or local law;
- Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person (including our rights);
- Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms;
- Contain any material that is false, inaccurate or misleading;
- Promote any illegal activity, or advocate, promote or assist any unlawful act;
- Involve or contain commercial advertisements or solicitations, including contests, sweepstakes, other sales promotions, barter or advertising, without our prior written consent, which consent may be withheld in our sole discretion;
- Unlawfully cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person;
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization;
- Contain federally trademarked or copyrighted information without our prior written permission;
- Contain or constitute chain letters, mass mailings, political campaigning or any form of “spam”;
- Contain any viruses, worms, Trojan horses, trap doors, back doors, easter eggs, time bombs, cancelbots or other code or computer programming routines that encompass contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
- Otherwise violate these Terms or our Community Standards.
- Take any action with respect to any User Content that we deem necessary or appropriate, in our sole discretion, including removal of any User Content if we believe, in our sole opinion, that such User Content violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of our Mobile Services or the public or could create liability for us.
- Take appropriate legal action, including referral to law enforcement for any illegal or unauthorized use of our Mobile Services.
- Terminate or suspend your access to all or part of our Mobile Services for any or no reason, including any violation of these Terms.
- Fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through our Mobile Services.
YOU WAIVE AND HOLD US (AND OUR LICENSEES AND SERVICE PROVIDERS) HARMLESS FROM ANY CLAIMS RESULTING FROM ANY OF THE FOREGOING ACTIONS TAKEN BY US DURING OR AS A RESULT OF OUR INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY US OR BY LAW ENFORCEMENT AUTHORITIES.
8. Third-Party Materials
We may provide on or through our Mobile Services links or access to other websites, mediums, content or materials belonging to advertisers, our business partners, affiliates or other third parties. All third-party materials and links are provided solely as a convenience to you, and such links and access do not constitute our endorsement of those third parties, nor the products or services of those third parties or the content on their website(s) or other materials. We are not responsible for the activities or policies of those third parties. We accept no responsibility for such third parties or for any loss or damage that may arise from your use of the third-party links or the products or services of those third parties. We do not guarantee that the terms, prices or other content offered by any particular advertiser, business partner, affiliate or other third party on or through our Mobile Services are accurate or the best terms or lowest prices available in the market.
You acknowledge and agree that we are not responsible for any third-party materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. If you decide to access any of the third-party websites or mediums, you do so entirely at your own risk and subject to the terms and conditions of use of such third-party websites and mediums.
9. Linking to Our Mobile Services and Social Media Features
You may link to our Mobile Services (including any Events), provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our prior written consent.
Additionally, our Mobile Services may provide certain social media features that enable you to: link from your own or certain third-party websites to certain content available on our Website; send e-mails or other communications with certain content, or links to certain content available on our Mobile Services; or cause limited portions of content on available on our Mobile Services to be displayed or appear to be displayed on your own or certain third-party websites. You may use these features solely as they are provided by us, solely with respect to the content with which they are displayed, and otherwise in accordance with these Terms and any additional terms and conditions that we may provide with respect to such features. Subject to the foregoing, you must not:
- Establish a link from any website that is not owned by you.
- Cause our Mobile Services or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any website.
- Otherwise take any action with respect to the materials on available on our Mobile Services that is inconsistent with any other provision of these Terms.
Any website from which you are linking, or on which you make certain content accessible, must comply in all respects with these Terms. You agree to cooperate with us in causing any unauthorized framing or linking to immediately cease. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.
10. App Services
App Services. Aspects of our Mobile Services may include access and other capabilities in connection with or otherwise relating to our mobile application(s) (collectively, “App Services”). By using our App Services, you:
- acknowledge that these Terms are between you and us and not with Apple, Inc., Google, Inc. or any other third-party;
- agree not to use or manipulate our App Services on your mobile device while driving or operating any other heavy machinery;
- acknowledge that certain parts of our App Services may require phone service, data access or text messaging capability. Except as otherwise noted, carrier rates for phone, data and text messaging will apply; and
- acknowledge that we may, in our sole discretion and at any time, change, suspend, remove or disable access to content or other materials comprising part of our App Services at any time without notice. In no event will we be liable for making these changes. We may also impose limits on the use or access of certain features or portions of our App Services, in any case without notice or liability.
Any App Services made available by us to you are licensed, not sold, to you. Your license to the App Services is subject to your prior acceptance of these Terms and you agree that these Terms will apply to the Apps that you license. We reserve all rights in and to any Apps not expressly granted to you under these Terms
Scope of License. The license granted to you for any App Service is a limited, non-exclusive and nontransferable license to (i) download, install and use the App Service for your personal, non-commercial use on a single, compatible mobile device that you own or control (“Mobile Device”), as permitted by these Terms and subject to any additional rules and restrictions imposed upon you by third parties, such as rules and restrictions imposed by your mobile device provider and your mobile application store provider (“Third-Party Rules”); and (ii) access, stream, download and use on such Mobile Device the Content and our products or services made available in or otherwise accessible through the App Services, strictly in accordance with these Terms. For the avoidance of doubt, this license does not allow you to use any App Service on any Mobile Device that you do not own or control, and you may not distribute or make any App Service available over a network where it could be used by multiple devices at the same time.
You may not rent, lease, lend, sell, transfer, redistribute or sublicense any App Service and, if you sell or otherwise transfer your Mobile Device to a third party, you must remove each App Service from the Mobile Device before doing so. You may not copy (except as expressly permitted by this license and the Third-Party Rules), decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify or create derivative works of any App Service, any Updates (as defined below), or any part of any App Service or Update (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included in the App Services). Any attempt to do so is a violation of our rights and the rights of our licensors. If you breach this restriction, you may be subject to prosecution and damages, among other things.
The terms of this license will govern any Updates, unless such Update is accompanied by a separate license in which case the terms of that license will govern.
Termination. This license to use these App Services is effective until terminated by you or us. You may terminate this license by deleting the App Service and all copies of such App Service from your Mobile Device. We may terminate this license at any time for any or no reason without notice. Additionally, this license will terminate automatically without notice from us if you fail to comply with any term of these Terms. Upon termination of this license, you will cease all use of such App Service and destroy all copies, full or partial, of such App Service. Any termination of this license will not limit any of our rights or remedies available at law or in equity.
Updates. We may, from time to time, in our sole discretion develop and provide App Service updates, which may include upgrades, bug fixes, patches and other error corrections or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. We have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. However, to the extent we provide any Updates, you must promptly download and install all Updates. You acknowledge and agree that the App Service or portions of such App Service may not properly operate should you fail to do so.
11. Our Intellectual Property Rights
Our Mobile Services, and their entire contents, features and functionality (including all information, text, software, displays, images, video, audio names, graphics, logos, page headers, button icons, scripts and service names, and the design, selection and arrangement of the foregoing) are owned by us, our licensors or other providers of such material and are protected by United States or international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You may not use our or any third party proprietary marks available on our Mobile Services (“Proprietary Marks”) without our prior express written permission, which permission may be withheld in our sole discretion. We make no proprietary claim to any third-party names, trademarks or service marks appearing on or within our Mobile Services. Any third-party names, trademarks and service marks are property of their respective owners.
The information, advice, data, software and content viewable on, contained in or downloadable from our Mobile Services (collectively, “Content”), including all text, graphics, charts, pictures, photographs, videos, images, line art, icons and renditions, are copyrighted or trademarked by, or otherwise licensed to, us or our Content suppliers. We also own a copyright of a collective work in the selection, coordination, arrangement, presentation, display and enhancement of the Content (“Collective Work”). All software used on or within our Mobile Services is our property or the property of our software vendors and is protected by United States and international copyright laws. Viewing, reading, printing, downloading or otherwise using the Content or the Collective Work does not entitle you to any ownership or intellectual property rights to the Content (including any software) or the Collective Work.
You are solely responsible for any damages resulting from your infringement of our or any third-party’s intellectual property rights regarding Proprietary Marks, Content (including any software), the Collective Work or any other harm incurred by us as a direct or indirect result of your copying, distributing, redistributing, transmitting, publishing or using Proprietary Marks, Content (including any software) or the Collective Work for purposes that are contrary to the terms and conditions of these Terms.
12. Copyright Infringement
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law.
Notification. If you believe any materials accessible on or from our Mobile Services infringe your copyright, you may request removal of those materials (or access to them) from our Mobile Services by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (the “DMCA”), your written notice (the “DMCA Notice”) must include substantially the following:
- Your physical or electronic signature.
- Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on our Mobile Services, a representative list of such works.
- Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
- Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).
- A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law.
- A statement that the information in the written notice is accurate.
- A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
If you fail to comply with all of the requirements of the DMCA, your DMCA Notice may not be effective. Additionally, please be aware that, if you knowingly materially misrepresent that material or activity on our Mobile Services is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
Counter Notification Procedures. If you believe that material you posted on our Mobile Services was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”) by submitting written notification to our Copyright Agent. Pursuant to the DMCA, a Counter-Notice must include substantially the following:
- Your physical or electronic signature.
- An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
- Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).
- A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
- A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which our Mobile Services may be found) and that you will accept service from the person (or an agent of that person) who provided our Mobile Services with the complaint at issue.
The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.
Copyright Agent. Our designated Copyright Agent to receive DMCA Notices and Counter-Notices is:
13. Authorization to Contact You
By using our Mobile Services, you authorize us and our agents, representatives and independent contractors to contact you at any email address or telephone number (including telephone numbers associated with mobile, cellular, wireless or similar devices) you provide to us or from which you place a call to us, or any telephone number at which we reasonably believe we may reach you, using any means of communication, including calls or text messages using an automatic telephone dialing system or prerecorded messages, even if you incur charges for receiving such communications.
14. International Users
Our Mobile Services are controlled, operated and administered by us from our offices within the United States of America. We make no representations that our Mobile Services (or the products and services described on our Mobile Services) are permissible, appropriate or available for use in other jurisdictions. If you access our Mobile Services from a location outside the United States, then you do so by your own volition and you are solely responsible for compliance with all laws, regulations and rules (including local laws and any applicable United States export control laws). You must not use our Mobile Services or any Content in a manner prohibited by any applicable state, federal, international or local laws, rules, restrictions or regulations.
15. We Make No Representations or Warranties Regarding the Mobile Services or any Events
You agree that your use of our Mobile Services (including your organization or hosting of, or attendance at or participation in, any Event) the Content and all information, content, materials, products and services described on or made available through our Mobile Services or at any Event is at your sole risk. It is your sole responsibility to independently evaluate the accuracy, safety, correctness or completeness of our Mobile Services (including any Events) and all related information, content, materials, products and services. Our Mobile Services (including any Events), the Content and all information, content, materials, products and services included on or associated with our Mobile Services are provided to you on an “as-is” and “as available” basis.
We make no representations or warranties of any kind, express or implied, as to the operation of our Mobile Services (including any Events), the Content or the information, content, materials, products or services included on or associated with our Mobile Services (including Events), including their accuracy, correctness, completeness, safety, reliability, title, timeliness, non-infringement, merchantability, conformity or fitness for a particular purpose. Without limiting the foregoing, you acknowledge that we cannot guarantee, and do not make any representations or warranties regarding, the continuous operation of or access to our Mobile Services, the amount of attendees or participants for your Events, the volume of Events in general (or in your geographic location), the contents, value or performance of any Events (including the safety thereof), or as to the insurance policies held by Event organizers or hosts.
You further acknowledge that operation of and access to our Mobile Services and any Events may be interfered with as a result of technical issues or numerous factors outside of our control. We make no representation, warranty, or guarantee that our Mobile Services or the Content is free of infection from any viruses, worms, Trojan horses, trap doors, back doors, easter eggs, time bombs, cancelbots or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer, device, data, programs or other equipment or material due to your use of our Mobile Services or items obtained through our Mobile Services or to your downloading of any material posted on our Mobile Services or any links to our Mobile Services.
WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. We do not control or direct what people and others do or say, and we are not responsible for their actions or conduct (whether online or offline) or any content they share (including offensive, inappropriate, obscene, unlawful, and other objectionable content).
The foregoing does not affect any warranties which cannot be excluded or limited under applicable law.
16. Limitations on Our Liability
IN NO EVENT WILL WE BE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT INCLUDE DAMAGES FOR ANY PERSONAL OR BODILY INJURY, EMOTIONAL DISTRESS, INJURIES TO PROPERTY AND LOSS OF PROFIT, REVENUE OR BUSINESS, WHETHER AS A RESULT, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, OF A BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING STRICT LIABILITY AND NEGLIGENCE) OR OTHERWISE, AS A DIRECT OR INDIRECT RESULT OF: (I) YOUR BREACH OR VIOLATION OF ANY TERM OR CONDITION OF THESE TERMS; (II) YOUR ACCESS AND USE OF OUR MOBILE SERVICES, THE CONTENT, OR YOUR ORGANIZATION OR HOSTING OF, OR ATTENDANCE OR PARTICIPATION IN, ANY EVENT; (III) YOUR DELAY IN ACCESSING OR INABILITY TO ACCESS OR USE OUR MOBILE SERVICES (INCLUDING ANY EVENT) FOR ANY REASON; (IV) YOUR DOWNLOADING OR USE OF ANY OF THE CONTENT OR THE COLLECTIVE WORK; (V) YOUR RELIANCE ON OR USE OF OUR MOBILE SERVICES (INCLUDING ANY EVENT), THE CONTENT, OR THE COLLECTIVE WORK; (VI) ANY THIRD PARTY’S USE OF OUR MOBILE SERVICES ON YOUR BEHALF; (VII) THE BREACH OF OUR SECURITY AND UNAUTHORIZED DISCLOSURE OF YOUR INFORMATION; (VIII) ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED ON OR THROUGH OUR MOBILE SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF OUR MOBILE SERVICES, OR (IX) YOUR ACTIONS OR THE ACTIONS OF OTHERS AT OR IN CONNECTION WITH ANY EVENT, WHETHER IN BREACH OF THESE TERMS OR OTHERWISE, IN EACH CASE, EVEN IF WE OR OUR AGENTS, REPRESENTATIVES, LICENSORS, VENDORS, SUPPLIERS OR ANY OTHER APPLICABLE THIRD PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL AGGREGATE LIABILITY AND THE LIABILITY OF OUR DIRECTORS, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, INDEPENDENT CONTRACTORS, SHAREHOLDERS, REPRESENTATIVES AND AGENTS ARISING OUT OF OR OTHERWISE RELATING TO THESE TERMS WILL NOT EXCEED $100.
YOU SPECIFICALLY ACKNOWLEDGE THAT WE WILL NOT BE LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM THIRD-PARTY CONDUCT RESTS ENTIRELY WITH YOU. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE THAT WE WILL NOT BE LIABLE FOR ANY CONSEQUENCES OF ACTIONS YOU TAKE OR FAIL TO TAKE AT AN EVENT OR BASED ON THE CONTENT, INCLUDING DEATH, PERSONAL INJURY, PROPERTY DAMAGE OR EMOTIONAL DISTRESS, AND THAT THE RISK OF HARM OR DAMAGE FROM SUCH ACTIONS OR INACTIONS RESTS ENTIRELY WITH YOU.
YOU AND WE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO OUR MOBILE SERVICES MUST COMMENCE WITHIN 1 YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these state laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you. In the event that the foregoing is determined or held to be inapplicable or unenforceable by any court, arbitration panel or other tribunal, then the statute of limitations for the State of Florida, including Chapter 95, Florida Statutes, will apply to any such action, claim, dispute or proceeding referred to final or binding arbitration.
17. Your Indemnification of Us
You covenant and agree to defend, indemnify and hold us and our officers, directors, members, managers, shareholders, employees, independent contractors, agents and representatives harmless from and against all claims and expenses, including attorneys’ fees, arising out of or attributable to: (i) any breach or violation of these Terms by you or your representatives; (ii) your failure to provide accurate, complete and current information requested or required by us; (iii) your access or use of our Mobile Services or the Content, or your organization or hosting of, or attendance or participation in, any Event; (iv) access or use of our Mobile Services under any of your Access Credentials; or (v) any personal injury, property damage or emotional distress caused by you.
18. Our Remedies
You acknowledge that we may be irreparably damaged if these Terms are not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of these Terms by you, we will be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, or to a decree for specific performance of the provisions of these Terms. You agree that (notwithstanding Section 13 below) we may bring any action or proceeding with regard to such injunction restraining such breach or threatened breach in the courts of record of Broward County, Florida, or the United States District Court, Southern District of Florida, West Broward Division. You consent to personal jurisdiction over you by such court and to the exclusive jurisdiction of such court, and waive any objection to the laying of venue of any such action or proceeding in such court. We may affect service of any court paper on you by mail or in such other manner as may be provided under applicable laws, regulations, rules of procedure or local rules.
19. Legal Disputes
You and we agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of these Terms or your use of or access of our Mobile Services (including any Events) will be resolved in accordance with the provisions set forth in this “Legal Disputes” section. Please read this “Legal Disputes” section carefully. It affects your rights and will have a substantial impact on how claims you and we have against each other are resolved.
Applicable Law. These Terms are governed by and construed in accordance with the internal laws of the State of Florida, without regard to conflicts of law principles. You agree that our Mobile Services will be deemed: (i) based solely in the State of Florida; and (ii) a passive service that does not give rise to personal jurisdiction over us and our assigns, either specific or general, in jurisdictions other than the State of Florida.
Agreement to Arbitrate. Any civil action, claim, dispute or proceeding arising out of or relating to this or any previous version of these Terms, your use of or access to our Mobile Services (including your organization or hosting of, or attendance or participation in, any Events) or Content (except for an injunctive action regarding a breach or threatened breach of any provision of these Terms by you as provided above) will be resolved exclusively through final and binding arbitration, before a single arbitrator, rather than in court.
Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. You and we agree that the arbitrator will apply the terms of these Terms as a court would.
The arbitrator, and not any federal, state or local court or agency, will have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, and to arbitrate any part of these Terms, including any claim that all or any part of the this section or these Terms is void or voidable.
The arbitration will be conducted by the American Arbitration Association (the “AAA”) exclusively in Broward County, Florida, under the AAA’s rules and procedures, including the AAA’s Consumer Arbitration Rules (as applicable), as modified by this section. The AAA’s rules are available at www.adr.org. A form for initiating arbitration proceedings is available on the AAA’s site at http://www.adr.org.
You and we will select the arbitrator, and if you and we are unable to reach agreement on selection of the arbitrator within 30 days after the notice of arbitration is served, then the AAA will select the arbitrator. Arbitration will not commence until the party requesting arbitration has deposited U.S. $1,000 with the arbitrator for the arbitrator’s fees and costs. The party requesting arbitration will advance such sums as are required from time to time by the arbitrator to pay the arbitrator’s fees and costs until the prevailing party is determined or the parties have agreed in writing to an alternate allocation of fees and costs.
The arbitrator will decide the substance of all claims exclusively in accordance with the laws of the State of Florida, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator will not be bound by rulings in prior arbitrations involving our other users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. Judgment on any award rendered by the arbitrator is final, binding and conclusive on you and us and your and our respective administrators, executors, legal representatives, successors and assigns, and may only be entered in the state or federal courts of record for Broward County, Florida.
Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.
THEREFORE, YOU DO NOT HAVE THE OPPORTUNITY TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS AND YOU GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. BY USING OUR MOBILE SERVICES, YOU CONSENT TO THESE RESTRICTIONS.
Judicial Forum for Legal Disputes. Unless you and we agree otherwise in writing, in the event that any provision of this section is found not to apply to you or to a particular claim or dispute as a result of a decision by the arbitrator or a court order, any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in Broward County, Florida. You and we will submit to the personal jurisdiction of the courts located within Broward County, Florida for the purpose of litigating all such claims or disputes.
If any provision of these Terms is contrary to, prohibited by or deemed invalid under applicable law, such provision will be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder of these Terms will not be invalidated thereby and will be given full force and effect so far as possible. If any provision of these Terms may be construed in two or more ways, one of which would render the provision invalid or otherwise voidable or unenforceable and another of which would render the provision valid and enforceable, such provision will have the meaning that renders it valid and enforceable.
For purposes of these Terms, the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; and the word “or” is not exclusive. The headings contained in these Terms are for convenience of reference only, are not to be considered a part of these Terms, and will not limit or otherwise affect in any way the meaning or interpretation of these Terms.
All covenants, agreements, representations and warranties made in these Terms, as may be amended by us, from time to time, will survive your acceptance of these Terms and the termination of these Terms.
No failure to exercise, and no delay in exercising, any right or any power set forth in these Terms by us will operate as a waiver of such right or power, nor will any single or partial exercise of any right or power under these Terms by us preclude further exercise of that or any other right or power under these Terms.
We may update, amend or change these Terms at any time, in our sole discretion and without notice. Amendments will take effect immediately upon us posting such updates on our Mobile Services. We encourage you to periodically check these Terms for changes, as your continued access and use of our Mobile Services following the posting of any changes will automatically be deemed your acceptance of all changes. If you do not agree to any change to these Terms, you must discontinue using our Mobile Services. These Terms replace all previous notices or statements with respect to this subject, and cannot be modified orally or in writing by any of our associates, representatives or any other third parties.
We may give, assign or transfer our rights or obligations under these Terms to any person or entity at any time with or without your consent. You may not give, assign or transfer your rights or obligations under these Terms to any person or entity without our prior written consent, which may be withheld in our sole discretion. Any attempt to assign your rights or obligations under these Terms without our consent will be void and of no force and effect.
We will not be liable for any changes, delays, failures or problems out of our control, including, without limitation, any changes, delays, failures or problems caused by natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, shortage of transportation facilities, fuel, energy, labor or materials and other similar events.
You and we are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.
If you have questions, comments, concerns or feedback regarding these Terms or our Mobile Services, please contact us via email at: [email protected].