Please read this Agreement carefully, as it (among other things) provides: (a) in Section 17 that you and the Company will arbitrate certain claims instead of going to court and that you will not bring class action claims against the Company; (b) in Section 8 that certain terms and conditions apply with respect to recurring subscription charges for certain paid account types. Please only create a Service account or otherwise use the Service if you agree to be legally bound by all terms and conditions herein. Your acceptance of this Agreement creates a legally binding contract between you and the Company. If you do not agree with any aspect of this Agreement, then do not create a Service account or otherwise use the Service.
Note for Children. Use of the Service by anyone under the age of 13 is prohibited. By using the Service, you represent and warrant that are you at least 13 years of age.
The Company’s Privacy Policy, at https://www.perfectvenue.com/privacy-policy (the “Privacy Policy”), describes the collection, use and disclosure of data and information (including location and usage data) by the Company in connection with the Service. The Privacy Policy, as may be updated by the Company from time to time in accordance with its terms, is hereby incorporated into this Agreement, and you hereby agree to the collection, use and disclose practices set forth therein.The Service allows for users to upload content that may be viewed by other users. As further described in Section 9.4, inappropriate content, including without limitation content that is obscene, pornographic or defamatory, is not allowed and is subject to removal. If you see any prohibited content within the Service, please use the flagging feature to notify the Company. Users who upload prohibited content may have their accounts terminated.
1. How it Works.
1.1. The Service allows: (a) Listing Users to make available times, capacity, price and related information at their Venues(s) accessible by the Service via information inputted by the Listing User directly into the Service and via Company’s application programming interface (“Company API”) pursuant to and in accordance with all applicable terms that we may require for Listing Users to agree to for use of the Company API from time to time; and (b) Customers to search and reserve available Venues (a “Reservation”). In response to a Customer’s online request for a Reservation, Company contacts the Venue’s computerized database of reservations. The availability of Reservations is determined at the time of Customer’s query and based on information provided to Company by a Listing User. Once a Reservation is made by Customer through the Service, Company will provide confirmation of the Reservation by email or other electronic messages as has been agreed to by Customer. By using the Service, Customer agrees to receive Reservation confirmations, updates, modifications and/or cancellations by email or other electronic messages. After making a Reservation, the Customer can then communicate with each such Listing User regarding the details of a potential transaction between them, which may include a requirement that the Customer accept a Venue Agreement (as defined below in Section 2.1). Note that use of the Service is open to the general public, and the Company does not screen in any manner any Service users. Company makes no representations or warranties that a Reservation will lead to a successful event booking at any Venue, and you acknowledge and agree that a final booking is dependent upon the Customer’s meeting of all applicable requirements (such as insurance coverage and timely submission of all necessary data to the Listing User) and, where applicable, entry into a Vendor Agreement.
1.2. Customer agrees to use the Service only to book Reservations and then honor those Reservations by (subject to entry into a Venue Agreement, if applicable) arriving at the Venue on time and ordering and paying for food, beverage and other services in accordance with this Agreement and any applicable Venue Agreement. Resale or attempted resale of Reservations is prohibited and is grounds for, among other things, cancellation of your Reservations or termination of your access to the Service.
1.3. The Service may permit you to submit reviews, comments, and ratings; send emails and other communications; and submit suggestions, ideas, comments, questions, or other information for publication and distribution to Venues and other third parties (“Feedback Content”). Any such Feedback Content must not be illegal, threatening, obscene, racist, defamatory, libelous, pornographic, infringing of intellectual property rights, promoting of illegal activity or harm to groups and/or individuals, invasive of privacy, purposely false or otherwise injurious to third parties, or objectionable and must not consist of or contain software, computer viruses, commercial solicitation, political campaigning, chain letters, mass mailings, any form of “spam” or references to illegal activity, malpractice, purposeful overcharging, false advertising, or health code violations (e.g., foreign objects in food, food poisoning, etc.). Your Feedback Content should be unbiased and objective. You may not submit reviews, comments or ratings of your own Venue, or any venue of your employer, friend, relative or a competitor. You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of Feedback Content. The name you provide associated with Feedback Content you submit may be displayed publicly with such Feedback Content. Company reserves the right (but has no obligation) to monitor, remove, or edit Feedback Content in Company’s sole discretion, including if Feedback Content violates this Agreement, but you acknowledge that Company may not regularly review submitted Feedback Content. If you do submit Feedback Content, and unless we indicate otherwise, you grant Company a nonexclusive, perpetual, royalty-free, irrevocable, and fully sublicensable (through multiple tiers) right to use, modify, reproduce, adapt, translate, publish, create derivative works from, distribute, display, and otherwise exploit such Feedback Content throughout the world in any media, and, where applicable, you hereby waive any moral or other rights you may have in the Feedback Content you submit in favor of Company. Company takes no responsibility and assumes no liability for any Feedback Content submitted by you or any other user or third party.
2. Transactions.
2.1. You acknowledge that all transactions you enter into in connection with the Service are between you and the other Service user acting as a Listing User or Customer (as applicable) and the Company is not a party to such transactions. The Company’s sole involvement in user-to-user transactions is to make available a marketplace for Listing Users to list and for Customers to make Reservations. Any agreement to a proposal made within the Service constitutes a contract directly between the applicable Listing User and Customer for the provision of the applicable Venue at the stated price and subject to such other terms as may be agreed to between the Listing User and Customer within the Service as part of the agreed-upon proposal (each such contract, a “Venue Agreement”).
2.2. You are solely responsible for investigating the quality, appropriateness, space, cleanliness and credentials of any Venue with respect to which you may communicate with a Listing User through the Service. You acknowledge that the Company: (i) does not inspect any Venue, (ii) does not guarantee that services promised by Listing Users will be performed or meet your needs, (iii) does not guarantee that Venues will conform with any provided descriptions or be similar in appearance to any provided photographs, (iv) does not investigate or screen Listing Users or Venues in any way, including with respect to their quality, appropriateness, space, cleanliness and credentials and (v) makes no warranties regarding the existence, safety, quality, adequacy, merchantability or fitness for a particular purpose of any Venue or promised services, that a Listing User has the right to provide any Venue or that a Listing User will consummate any transaction. You further acknowledge that the Company cannot and does not guarantee a Customer will pay amounts owed for a transaction.
2.3. You are solely responsible for determining your legal obligations in relation to any Venues or services you may offer or purchase or any Venue Agreement you may enter into, including as may relate to taxes, insurance or licensing and credentialing requirements. The Company does not provide legal advice.
2.4. While the Company does not control the acts or omissions of Service users, the Company does desire for Service users to have a good experience using the Service and interacting with other users. As such, when you use the Service in a Listing User capacity, you agree to: (i) accurately describe your Venue and not make any false or misleading statements relating thereto; and (ii) use your reasonable best efforts to timely complete all of your obligations under the Venue Agreement and perform any services in a professional and workmanlike manner. In addition, when you use the Service in a Customer capacity, you agree to (a) promptly make payment to the Listing User in accordance with the payment schedule agreed upon in the Venue Agreement; (b) honor all terms and requirements in the Venue Agreement; and (c) abide by all applicable laws and policies in force at the applicable event space or venue. Without limiting the Company’s other rights to terminate this Agreement or your use of the Service, you acknowledge that the Company may terminate your use of the Service and this Agreement in the event that the Company determines (in its sole discretion) that you have breached any portion of this Section 2.4.
2.5. Company recommends that both Customers and Listing Users obtain appropriate insurance for their use of Venues. Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Customers (and the individuals the Customer has made Reservations for, if applicable) while using a Venue. Customer understands that certain Listing Users may require certain insurance under their Venue Agreements.
3. Representations and Warranties. You represent, warrant and covenant that, in connection with this Agreement or the Service, you will not and will not attempt to: (i) violate any laws, third party rights or our community guidelines and other policies; (ii) offer for sale or rent, sell or rent, purchase or otherwise transfer, deal in or dispose of illegal products or services or products or services that encourage illegal activities, controlled substances, offensive materials, stocks or other securities, pharmaceuticals, medical devices, firearms, weapons, explosives, hazardous materials, any item that has been subject to a recall or that you believe may be unsafe when used in an ordinary manner, alcohol, tobacco products, animals, plants or seeds; (iii) re-join or attempt to use the Service if the Company has banned or suspended you; (iv) defraud the Company or another user; or (vi) use another user’s account or allow another person to use your user account. Any illegal activities undertaken in connection with the Service may be referred to the authorities.
4. License to Use the App. If you have downloaded the App, then, subject to your compliance with all the terms and conditions of this Agreement, the Company grants you a limited, nonexclusive, nontransferable, revocable license to use the App on a compatible mobile device for your personal use, in each case in the manner enabled by the Company. If you are using the App on an Apple, Inc. (“Apple”) iOS device, the foregoing license is further limited to use permitted by the Usage Rules set forth in Apple’s App Store Terms of Service.
5. Ownership; Proprietary Rights. As between you and the Company, the Company owns all worldwide right, title and interest, including all intellectual property and other proprietary rights, in and to the Service and all usage and other data generated or collected in connection with the use thereof (the “Company Materials”). Except for as expressly set forth herein, you agree not to license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make any unauthorized use of the Company Materials. You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, algorithm or programs underlying the Company Materials. The Company reserves the right to modify or discontinue the Service or any version(s) thereof at any time in its sole discretion, with or without notice.
6. Third Party Sites. The Service may include advertisements or other links that allow you to access web sites or other online services that are owned and operated by third parties. You acknowledge and agree that the Company is not responsible and shall have no liability for the content of such third-party sites and services, products or services made available through them, or your use of or interaction with them.
7. Mobile Services; SMS. Use of the App requires usage of data and messaging services provided by your wireless service carrier. In particular, the App may use SMS messaging to provide you information relating to your use of the App. You hereby consent to receiving such messages. You acknowledge and agree that you are solely responsible for data usage fees, messaging fees and any other fees that your wireless service carrier may charge in connection with your use of the App.
8. Fees. Payment processing for the Service is provided by such third-party payment processor as we may utilize from time to time (“Payment Processor”). Company does not collect or store your credit card information. You can find out more about both our privacy practices in our Privacy Policy. By providing a credit card or other payment method accepted by Company, you represent and warrant that you are authorized to use the designated payment method. If the payment method you provide cannot be verified, is invalid or is otherwise not acceptable, your account may be suspended or cancelled. You must resolve any problem we or our Payment Processor encounters in order to proceed with your use of your account. By signing up for any paid Service account and providing your payment information, you agree to pay us (and authorize our Payment Processor to charge you) the recurring and/or nonrecurring fees as displayed to you at the time you create your account and as may be modified from time to time as described in this Agreement, as well as any other fees you expressly choose to incur in connection with your use of the Service. Unless otherwise specified upon enrollment, for subscription services, your payment method will be authorized for up to a month or a year for the applicable Service account type and on a monthly or yearly basis thereafter until you cancel the subscription. You acknowledge and agree that the payment method provided by you will be automatically charged the fees you incur in connection with your use of the Service, and represent and warrant that you have all necessary rights relating to such payment instrument to authorize Company to make such charges. Your use of the Service may be suspended if we are unable to charge such payment instrument for any reason or if your account is otherwise past due. The fees applicable to your account may be subject to modification from time to time pursuant to notice (which may be given via e-mail) provided by us at least thirty (30) days in advance of the payment date for which the modification would be effective. You may at any time cancel your account as set forth below if you do not agree to any modified fees. All fees must be paid in U.S. dollars (or such other currency(ies) which may be accepted by Company from time to time, as indicated at the time of payment) and are non-refundable after the initial 30-day refund window from when you start your subscription.
IF APPLICABLE, YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME BY CONTACTING US AT SUPPORT@PERFECTVENUE.COM OR BY CANCELLING YOUR ACCOUNT IN THE SETTINGS SECTION ON THE WEBSITE. IF YOU CANCEL YOUR SUBSCRIPTION, YOU MAY STILL USE YOUR SUBSCRIPTION UNTIL THE END OF YOUR THEN-CURRENT BILLING PERIOD (END OF MONTH OR END OF YEAR DEPENDING ON PLAN). TO NOT BE CHARGED FOR YOUR SUBSCRIPTION FOR THE FOLLOWING BILLING PERIOD, YOU MUST CANCEL YOUR SUBSCRIPTION AT LEAST THIRTY (30) DAYS PRIOR TO THE START OF THE NEXT BILLING PERIOD, OR YOU WILL OTHERWISE BE CHARGED FOR THAT PERIOD'S SUBSCRIPTION. ALL CANCELLATION REQUESTS RECEIVED LESS THAN THIRTY (30) DAYS BEFORE THE NEXT BILLING PERIOD WILL APPLY TO THE FOLLOWING CYCLE. CUSTOMERS ON ANNUAL BILLING PLANS HAVE ACCESS TO THEIR ACCOUNTS FOR THE ENTIRE BILLING PERIOD AND WILL NOT
BE REFUNDED IF THEY END THEIR SUBSCRIPTION EARLY.
9. Media
9.1. The Service may allow you and other users to upload, post and share text, images, audio and video, including in a manner such that it may be viewed by other end users of the Service (“Media”). For example, Listing Users may be able to upload Venue layout maps. You acknowledge that all posted Media is stored on and made available through the Service by the Company’s servers and not on your device.
9.2. You understand that all Media is provided to you through the Service only on an “as-available” basis and the Company does not guarantee that the availability of Media will be uninterrupted or bug free. You agree you are responsible for all of your Media and all activities that occur under your user account.
9.3. You shall retain all of your ownership rights in your Media. You hereby grant the Company a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable, perpetual, sublicenseable and transferable license to use, reproduce, display, transmit and prepare derivative works of your Media, and to additionally distribute and publicly perform Media in connection with the Service and the Company’s (and its successor’s) business, in any media formats and through any media channels. The Company agrees not to display your Media in any advertising materials without your consent, other than the display of Media on web sites owned or controlled by the Company. You also hereby grant to each user of the Service a non-exclusive license to access and view your Media as permitted by the functionality of the Service and this Agreement. The aforementioned licenses will terminate with respect to any particular item of your Media when you or the Company remove it from the Service, provided that (i) any sublicenses may be perpetual and irrevocable and (ii) you acknowledge that such licenses survive to the extent necessary for a copy of your Media to be retained by the Company.
9.4. In connection with your Media, you further agree that you will not: (i) use material that is subject to third party intellectual property or proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant the Company all of the license rights granted herein; (ii) use material that is unlawful, defamatory, libelous, threatening, pornographic, obscene, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, violate any law or is otherwise inappropriate; or (iii) post advertisements or marketing content or solicitations of business, or any content of a commercial nature. The Company may investigate an allegation that any Media does not conform this to Agreement and may determine in good faith and in its sole discretion whether to remove such Media, which it reserves the right to do at any time. If you are a copyright holder and believe in good faith that your content has been made available through the Service without your authorization, you may follow the process outlined at in our DMCA Policy to notify the Company’s designated agent (pursuant to 17 U.S.C. § 512(c)) and request that the Company remove such content.
9.5. You hereby acknowledge that you may be exposed to Media from other users that is inaccurate, offensive, obscene, indecent, or objectionable when using the Service, and further acknowledge that the Company does not control the Media posted by Service users and does not have any obligation to monitor such content for any purpose.
10. Prohibited Uses. As a condition of your use of the Service, you will not use the Service for any purpose that is unlawful or prohibited by this Agreement. You may not use the Service in any manner that in our sole discretion could damage, disable, overburden, impair or interfere with any other party’s use of it. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service. You agree not to scrape or otherwise use automated means to access or gather information from the Service, and agree not to bypass any robot exclusion measures we may put into place. In addition, you agree not to use false or misleading information in connection with your user account, and acknowledge that we reserve the right to disable any user account with a profile which we believe (in our sole discretion) is false or misleading (including a profile that impersonates a third party).
11. Additional Terms. When you use certain features or materials on the Service, or participate in a particular promotion, event or contest through the Service, such use or participation may be subject to additional terms and conditions posted on the Service. Such additional terms and conditions are hereby incorporated within this Agreement, and you agree to comply with such additional terms and conditions with respect to such use or participation.
12. Termination. You may terminate this Agreement at any time, for any reason or for no reason, by deleting your Service account by contacting us at support@perfectvenue.com. Note that deleting the App from your device will not terminate your Service account. You agree that the Company, in its sole discretion and for any or no reason, may terminate this Agreement, your account or your use of the Service, at any time and without notice. The Company may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that the Company shall not be liable to you or any third-party for any such termination. Sections 2, 3, 5, 6, 7 and 9 through 18 will survive any termination of this Agreement.
13. Apple. You hereby acknowledge and agree that Apple, Inc.: (i) is not a party to this Agreement; (ii) has no obligation whatsoever to furnish any maintenance or support services with respect to the App; (iii) is not responsible for addressing claims by you or any third party relating to the App, including any product liability claims, claims under consumer protection laws or claims under any other law, rule or regulation; (iv) has no responsibility to investigate, defend, settle or discharge any claim that the App or use thereof infringes any third party intellectual property rights; and (v) is a third party beneficiary of this Agreement with the right to enforce its terms against you directly.
14. Disclaimers; No Warranties. THE SERVICE AND ANY MEDIA, INFORMATION OR OTHER MATERIALS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY AND ITS LICENSORS, SERVICE PROVIDERS AND PARTNERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. THE COMPANY AND ITS LICENSORS, SERVICE PROVIDERS AND PARTNERS DO NOT WARRANT THAT THE FEATURES AND FUNCTIONALITY OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVERS THAT MAKE AVAILABLE THE FEATURES AND FUNCTIONALITY THEREOF ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
15. Indemnification. You agree to indemnify and hold the Company and its affiliated companies, and each of their officers, directors and employees, harmless from any claims, losses, damages, liabilities, costs and expenses, including reasonable attorney’s fees, (any of the foregoing, a “Claim”) arising out of or relating to your use or misuse of the Service, entry into or performance of any Venue Agreement (including, breach of a Venue Agreement), breach of this Agreement or infringement, misappropriation or violation of the intellectual property or other rights of any other person or entity, provided that the foregoing does not obligate you to the extent the Claim arises out of the Company’s willful misconduct or gross negligence. The Company reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.
16. Limitation of Liability and Damages. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL THE COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT ARISE OUT OF OR RELATE TO THE SERVICE, INCLUDING YOUR USE THEREOF, OR ANY OTHER INTERACTIONS WITH THE COMPANY, YOUR VISIT TO ANY VENUE, ANY EVENTS (INCLUDING EVENTS BOOKED THROUGH THE SERVICE), ANY VENUE POLICIES OR THE ACTS OR OMISSIONS OF EVENT ATTENDEES, ORGANIZERS OR VENUE PERSONNEL OR THE PERFORMANCE, NON-PERFORMANCE, CONDUCT, OR POLICIES OF ANY VENUE OR LISTING USER IN CONNECTION WITH THE SERVICE, EVEN IF THE COMPANY OR A COMPANY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, IN WHICH CASE THE COMPANY’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE TOTAL LIABILITY OF COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SERVICE PROVIDERS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICE EXCEED ONE HUNDRED U.S. DOLLARS.
17. Arbitration.
17.1. Agreement to Arbitrate. This Section 17 is referred to herein as the “Arbitration Agreement.” The parties that any and all controversies, claims, or disputes between you and Company arising out of, relating to, or resulting from this Agreement, shall be subject to binding arbitration pursuant to the terms and conditions of this Arbitration Agreement, and not any court action (other than a small claims court action to the extent the claim qualifies). The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
17.2. Class Action Waiver. THE PARTIES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, 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).
17.3. Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures (the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would, including without limitation, the limitation of liability provisions in Section 16. You may visit http://www.adr.org for information on the AAA and http://www.adr.org/fileacase for information on how to file a claim against the Company.
17.4. Venue. The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or Company may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on each party, but subject to the arbitrator’s discretion to require an in-person hearing if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by either or both parties unless the arbitrator requires otherwise.
17.5. Governing Law. The arbitrator will decide the substance of all claims in accordance with the laws of the state of Delaware, without regard to its conflicts of laws rules, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Service users, but is bound by rulings in prior arbitrations involving you to the extent required by applicable law.
17.6. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s Rules. Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees.
17.7. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.
17.8. Severability. If a court decides that any term or provision of this Arbitration Agreement other than Section 17.2 is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court decides that any of the provisions of Section 17.2 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply.
18. Miscellaneous. The Company may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after the Company provides notice of the Changes, whether such notice is provided through the Service user interface, is sent to the e-mail address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first. Under this Agreement, you consent to receive communications from the Company electronically. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to this Agreement or the Service that is not subject to arbitration under Section 17 shall be filed only in the state or federal courts in Delaware (or a small claims court of competent jurisdiction) and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Company without restriction. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in a writing, signed by both parties, or by a change to this Agreement made by the Company as set forth herein.
19. More Information; Complaints. The services hereunder are offered by Perfect Veune, P.B.C., support@perfectvenue.com. If you are a California resident, we are required to inform you that you may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs via mail at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834 or telephone at (916) 445-1254 or (800) 952-5210. Hearing impaired users can reach the Complaint Assistance Unit at TDD (800) 326-2297 or TDD (916) 322-1700.
Thank you for downloading the Perfect Venue mobile device application (the “App”) and/or using the Perfect Venue website at https://www.perfectvenue.com/ (the “Site”) and using Perfect Venue, P.B.C.’s (“Company” or “we” or “our” or “us”) corresponding service that allows individuals and companies (“Customers”) to find event space and venues (“Spaces”) and proprietors to list available event space (such venues and proprietors, “Listing Users”, and such service collectively with the App and Site, the “Service”). These Terms of Service (“Agreement”) governs your browsing, viewing and other use of the Service, including transactions you agree to enter into with other users.
Perfect Venue, P.B.C. (“Perfect Venue”) respects the intellectual property rights of third parties and responds to allegations that copyrighted material has been posted, uploaded or shared on or through the Perfect Venue website or mobile applications (the “Service”) without authorization from the copyright holder in accordance with the safe harbor set forth in the Digital Millennium Copyright Act (“DMCA”). Perfect Venue will also, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may infringe or repeatedly infringe the copyrights of others in accordance with the DMCA.
A. Notification of Alleged Copyright Infringement If you believe that your work has been copied and made available through the Service in a way that constitutes copyright infringement, you may send a written document to Perfect Venue’s Designated Agent (as set forth below) that contains the following (a “Notice”):1. A description of the copyrighted work that you claim has been infringed. 2. Identification of the URL or other specific location that contains the material that you claim infringes your copyright described in Item 1 above. You must provide us with reasonably sufficient information to locate the allegedly infringing material. 3. An electronic or physical signature of the owner of the copyright or of the person authorized to act on behalf of the owner of the copyright.4. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or applicable law. 5. A statement by you that the information contained in your Notice is accurate and that you attest under the penalty of perjury that you are the copyright owner or that you are authorized to act on the owner's behalf. 6. Your name, mailing address, telephone number, and email address.Perfect Venue’s Designated Agent for Notice of claims of copyright infringement can be reached as follows:Copyright Department Perfect Venue, Inc.E-Mail: support@perfectvenue.com Please note that you may be liable for damages, including court costs and attorneys fees, if you misrepresent that content uploaded by a Service user is infringing your copyright.Upon receiving a proper Notice, Perfect Venue will remove or disable access to the allegedly infringing material and notify the alleged infringer of your claim. We will also advise the alleged infringer of the DMCA Counter Notice Procedure described below in Section B by which the alleged infringer may respond to your claim and request that we restore this material.
B. Counter Notice Procedure If you believe your own copyrighted material has been removed from the Service in error, you may submit a written Counter Notice to our Designated Agent (as identified above) that includes the following: 1. Identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled. 2. A statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, any other judicial district in which Perfect Venue may be found. 3. A statement that you will accept service of process from the party that filed the Notice or the party's agent. 4. Your name, address and telephone number. 5. A statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled. 6. Your physical or electronic signature. If you send our Designated Agent a valid, written Counter Notice meeting the requirements described above, we will restore your removed or disabled material within 10 to 14 business days from the date we receive your Counter Notification, unless our Designated Agent first receives notice from the party filing the original Notice informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question.Please note that if you misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees.
C. Repeat Infringer Policy Perfect Venue may withdraw all rights and privileges relating to the Service from any user who is deemed to be a repeat infringer. This determination will be based on the number of “strikes” against the user. A “strike” is counted against a user each time there is either: (i) an adjudication by a court, arbitrator or other tribunal of competent jurisdiction that the user has engaged in copyright infringement of any kind in relation to the Service; or (ii) Perfect Venue has actual knowledge, regardless of any such adjudication, that the user has engaged in any such copyright infringement. Each adjudication or instance of knowledge counts as a separate strike. If an adjudication or instance of knowledge pertains to multiple instances of copyright infringement, it can count as multiple strikes. Perfect Venue has adopted a “three strikes and you’re out” policy under which a user who accumulates three strikes is considered a repeat infringer and may be subject to account termination.