EventUp

EVENTUP CUSTOMER TERMS OF SERVICE

Last Updated: April 22, 2015


Welcome to Eventup!

TERMS AND CONDITIONS

End-Users(venue owners following)
Please read these terms of service carefully (“ Terms”). These Terms, which incorporate our Privacy Policy and other policies posted on the Site (as defined herein), as amended from time to time, establish and govern the relationship between EVENTup, Inc. (“ EVENTup” or “ we” or “ our”) and you, the end-user of the Site (“ End User” or “ you” or “ your”). Our services, technology and Site are hereinafter collectively referred to as the “Services”. The Services comprise an online platform (the “ Platform”) through which venue owners (“ Venue Owners”) may list venues and you, and other end users (collectively, “ End Users”), may learn about Venues. 
Agreement to these Terms
These Terms constitute a legal contract. As such, by accessing, completing registration and utilizing the Site, you hereby acknowledge and agree to be bound by these Terms, as updated, from time to time, by EVENTup, govern your use of www.EVENTup.com (the “ Site”) and EVENTup’s online listing platform for event locations (each a “ Venue” and collectively, “ Venues”) and related services available via the Site. If you do not agree to be bound by all of these Terms, do not access or utilize the services provided by the Site. If you agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity. Notwithstanding any such agency relationship, you agree to be bound by these Terms, personally, as well. At some point, different areas of the Services and your access to or use of certain Services or Content (defined below) may have different terms and conditions or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and the terms posted for a specific area of the Services or Site Content (defined below), the latter terms and conditions will take precedence with respect to your use of or access to that area of the Services or Site Content.
You understand and agree that the Services bring Venue Owners and End Users together; however, EVENTup is not a party to any agreements entered into between Venue Owners and End Users, nor is EVENTup a real estate broker or agent. As a result, EVENTup has no control over the conduct of End Users or Venue Owners. EVENTup has no control over the terms of any proposal generated by the Services or the Site, and the mere fact that Services allow Venue Owners to generate proposals with EVENTup’s name and trademark listed on them shall in no way be interpreted as EVENTup offering, condoning, guaranteeing or otherwise agreeing to be involved with the terms contained in any such proposal. EVENTup expressly disclaims all liability in this regard.
Changes to Terms
EVENTup, may, in its sole discretion, modify these Terms, at any time and without prior notice. If we do so we will let you know either by posting the modified Terms on the Site or through other communications. It’s important that you review the modified Terms whenever we revise them because your continued use of the Site shall constitute your agreement to be bound by the modified Terms. Your continued use will be governed by the modified Terms, as well.  Because our Services are evolving, if the revised Terms are not acceptable to you, you must stop using the Services. We may change or discontinue all or part of the Services, at any time, without notice to you, at our sole discretion. We may also create limits related to use of the Service or parts of the Service, without notice or liability to you.
Eligibility and Account Registration
If you would like to use our Services to view a Venue, you must first register to create an account with EVENTup (“ Account”). The Services are intended solely for businesses or persons who are 18 or older. Any access to or use of the Services by anyone under 18 is expressly prohibited. By accessing or using the Services you represent and warrant that you are 18 or older.
When creating an Account, you will be required to provide certain information and you will establish a username and a password. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. You can register directly through the Site or a social networking service we support (your “ SNS”). By using your SNS account, you are allowing EVENTup to access your SNS account information and you are agreeing to abide by the applicable terms and conditions of your SNS in your use of the Services via such SNS. We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading or to reclaim any username that you create through the Services that violates these Terms. You are responsible for maintaining the confidentiality of your password and Account, and agree to notify us if your password is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. You are responsible for activities that occur under your Account.
Bookings and Financial Terms 
The booking of Venues and the related financial terms are not negotiated or booked through the Service, but are negotiated and booked directly between the Venue Owner and End User.
All cancellations of bookings shall be communicated directly between the Venue Owner and End User. EVENTup has no role or involvement in the cancellation of bookings. End Users are encouraged to inquire about cancellation polices of Venue Owners prior to booking with a Venue Owner. EVENTup has no liability to either the Event Owner or End User for any cancelled booking. 
YOU EXPRESSLY RELEASE EVENTUP FROM ANY AND ALL LIABILITY RELATED TO ALL VENUE OFFERINGS. YOU ACKNOWLEDGE AND AGREE THAT EVENTUP IS NOT RESPONSIBLE FOR RESOLVING ANY DISPUTES BETWEEN VENUE OWNERS AND END USERS, WHETHER RELATED TO A BOOKING CANCELLATION, OR OTHERWISE, OR PROCESSING ANY CHANGES TO OR CANCELLATIONS OF BOOKINGS. EVENTUP DISCLAIMS ANY AND ALL LIABILITY IN THIS REGARD.
Content on the Site
For the purposes of these Terms: 
Content” means text, graphics, images, music, software, audio, video, information, works of authorship or other materials. 
EVENTup Content” means all Content that EVENTup makes available through the Services, including any Content licensed from a third party, but excluding End User Content and Venue Owner Content. 
End User Content” means all Content that an End User posts, uploads, publishes, submits or transmits to be made available through the Services. 
Site Content” means End User Content, Venue Owner Content and EVENTup Content. 
Venue Owner Content” means all Content that a Venue Owner posts, uploads, publishes, submits or transmits to be made available through the Services, including, but not limited to, Listings.
Subject to your compliance with the terms and conditions of these Terms, EVENTup grants you a limited, non-exclusive, non-transferable license, without the right to sublicense, to access, view, download and print any EVENTup Content solely for your personal and non-commercial purposes or your internal business purposes. Subject to your compliance with these Terms, EVENTup grants you a limited, non-exclusive, non-transferable license, without the right to sublicense, to access and view any Venue Owner Content solely for your personal and internal business purposes.
You acknowledge and agree not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services or Site Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by EVENTup or its licensors, except for the licenses and rights expressly granted in these Terms.You agree that you have no right to, or title in or to, any Site Content (except for the End User Content that you provide) or any other attributes associated with your Account.
You agree that you are solely responsible for all your End User Content. You represent and warrant that: (a) you own the End User Content that you provide through the Services, and (b) you have all rights, licenses, consents and releases, express or implied, necessary to use the Services and to grant to EVENTup the rights in the End User Content you provide via the Services. You also represent and warrant that your End User Content will not infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
EVENTup respects copyright law and expects you to do the same. EVENTup has adopted and implemented a policy that provides for the termination in appropriate circumstances of registered Account holders who infringe the rights of copyright holders. 
What Not to Do

The Services may be used and accessed for lawful purposes only. You agree that you will not do any of the following while using or accessing the Services:

· Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances.

· Use, display, mirror or frame the Site, or any individual element within the Services, EVENTup’s name, any EVENTup trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without EVENTup’s express written consent;

· Access, tamper with, or use non-public areas of the Services, EVENTup’s computer systems, or the technical delivery systems of EVENTup’s providers;

· Attempt to probe, scan, or test the vulnerability of any EVENTup system or network or breach any security or authentication measures;

· Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by EVENTup or any of EVENTup’s providers or any other third party (including a Venue Owner or another End User) to protect the Services or Site Content;

· Attempt to access or search the Site or Site Content or download Site Content from the Site through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by EVENTup or other generally available third party web browsers;

· Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

· Use any meta tags or other hidden text or metadata utilizing a EVENTup trademark, logo URL or product name without EVENTup’s express written consent;

· Use the Services or Site Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms;

· Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Site Content to send altered, deceptive or false source-identifying information;

· Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Site Content;

· Interfere with, or attempt to interfere with, the access of any Venue Owner, other End Users, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

· Collect or store any personally identifiable information from the Services from Venue Owners or other End Users of the Services without their express permission;

· Impersonate or misrepresent your affiliation with any person or entity;

· Violate any applicable law or regulation; or

· Encourage or enable any other individual to do any of the foregoing.

EVENTup has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. EVENTup may involve and cooperate with law enforcement authorities in prosecuting Venue Owners or End Users who violate these Terms. You acknowledge that EVENTup has no obligation to monitor your access to or use of the Services or Site Content or to review or edit any Site Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. EVENTup reserves the right, at any time and without prior notice, to remove or disable access to any Content, including, any Site Content for any reason that EVENTup, at its sole discretion, considers to be objectionable, in violation of these Terms or otherwise harmful to the Services.

Termination and Account Cancellation

If you breach any of these Terms, we have the right to suspend or disable your access to or use of the Services. In the event EVENTup terminates your Account for your breach of these Terms, you will remain liable for all amounts due hereunder. Subject to these Terms, you may cancel your Account at any time by sending an email to info@EVENTup.com. As stated above under the section titled “Changes We Can Make to these Terms”, we may change or discontinue all or part of the Services, at any time, without notice to you, at our sole discretion.
No Endorsement

EVENTup does not endorse any End Users, Venue Owners or Venues featured on the Site. In addition, we do not attempt to confirm, and do not confirm, any End User’s or Venue Owner’s purported identity. You are responsible for determining the identity and suitability of others who you contact via the Services. EVENTup is not responsible for any damage or harm resulting from your interactions with Venue Owners or other End Users of the Services. By using the Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of Venue Owners, other End Users or other third parties will be limited to a claim against such Venue Owner, other End Users or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from EVENTup.

Disclaimer

YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED TO YOU “AS IS” AND ON AN “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, EVENTUP EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. EVENTUP MAKES NO WARRANTY THAT THE SERVICES OR SITE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. EVENTUP MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SERVICES OR SITE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY SITE CONTENT OBTAINED THROUGH THE SERVICES.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH VENUE OWNERS AND/OR OTHER END USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES.

YOU UNDERSTAND THAT EVENTUP DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY VENUE OWNERS OR OTHER END USERS OF THE SERVICES, NOR DOES EVENTUP MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF VENUE OWNERS OR OTHER END USERS OF THE SERVICES. EVENTUP MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF VENUE OWNERS OR OTHER END USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH VENUE OWNERS AND OTHER END USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES AND SITE CONTENT, AND ANY BOOKINGS OF VENUES VIA THE SERVICES, REMAINS WITH YOU. NEITHER EVENTUP NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES, OR SITE CONTENT, WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS OR PROPERTY DAMAGE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR SITE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH VENUE OWNERS OR OTHER END USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, OR THE USE OF A VENUE WHERE A BOOKING WAS MADE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT EVENTUP HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL EVENTUP’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH (I) THESE TERMS; (II) THE USE OF OR INABILITY TO USE THE SERVICES, OR SITE CONTENT; (III) THE OFFERING OF ANY VENUE THROUGH THE SERVICES; OR (IV) THE USE OF ANY VENUE BY AN END USER OF THE SERVICES EXCEED THE SERVICE FEES PAID BY THE END USER TO EVENTUP, OR ONE HUNDRED DOLLARS ($100), IF THERE ARE NO SERVICE FEES PAID BY THE END USER. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN EVENTUP AND YOU. 

Notwithstanding anything to the contrary herein, if you have given EVENTup notice of a Dispute under the section called “How Disputes Will Be Handled” (below), no change to the “Limitation of Liability” section after EVENTup received your notice will apply to the Dispute.

Indemnity

You agree to indemnify and hold harmless EVENTup and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defense of litigation by third parties), arising out of, or in any way connected with (a) your access to or use of the Services or Site Content or your violation of these Terms; (b) your End User Content; and (c) your interaction with any Venue Owner or End User, as applicable, including, but not limited to, (i) any condition caused by events beyond EVENTup’s control that may cause damage to an Venue Owner’s Venue; and (ii) any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a booking or use of a Venue, or an Venue Owner’s listing of a Venue via the Services.

How Disputes Will Be Handled

These Terms and any disputes related to them or to your use of the Services will be governed by the laws of the State of Illinois without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply in any way to these Terms or to the transactions contemplated by these Terms.

The exclusive jurisdiction and venue of any action to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (“ IP Disputes”) will be the state and federal courts located in Cook County, Illinois and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

You and EVENTup agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. YOU ACKNOWLEDGE AND AGREE THAT YOU AND EVENTUP ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and EVENTup otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. 

Payment

EVENTup uses PromisePay as its third party service provider for Payment Services. By buying or selling on www.EVENTup.com you agree to be bound by PromisePay’s Privacy Policy which is located at http://www.promisepay.com/privacy and hereby consent and authorize EVENTup and PromisePay to share any information and payments instructions you provide to such parties and, to the extent required to complete your transactions, with to any third party service provider(s).  By listing or selling items on www.EVENTup.com you also agree to be bound by PromisePay’s User Terms which are located at: http://www.promisepay.com/seller_agreement.

THE PAYMENT SERVICES ARE PROVIDED “AS IS” OR “AS AVAILABLE” AND PROMISEPAY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PAYMENT SERVICES, THE ASSETS OR SERVICES WHICH ARE THE SUBJECT OF A TRANSACTION, THAT THE PAYMENT SERVICES WILL MEET THE END USER’S OR VENUE OWNER’S REQUIREMENTS, OR THAT THE PAYMENT SERVICES OR THE PROMISEPAY SYSTEM WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE. 

PROMISEPAY EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PROMISEPAY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY ASSET ADVERTISED, OFFERED, OR SOLD BY EVENTUP OR ANY VENUE OWNER OR END USE, AND PROMISEPAY WILL NOT BE A PARTY TO ANY TRANSACTION.

PROMISEPAY DOES NOT ENDORSE THE PLATFORM OR ANY THIRD PARTY WEBSITE, OR ASSUME RESPONSIBILITY OR LIABILITY FOR THE ACCURACY OF ANY MATERIAL CONTAINED THEREIN, OR ANY INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS ARISING THEREFROM, OR ANY FRAUD OR OTHER CRIME FACILITATED THEREBY. PROMISEPAY WILL NOT BE LIABLE FOR ANY ACT OR OMISSION OF ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, A VENUE OWNER’S OR END USER’S FINANCIAL INSTITUTION, ANY PAYMENT SYSTEM, ANY THIRD PARTY SERVICE PROVIDER, ANY PROVIDER OF TELECOMMUNICATIONS SERVICES, INTERNET ACCESS OR COMPUTER EQUIPMENT OR SOFTWARE, ANY MAIL OR DELIVERY SERVICE OR ANY PAYMENT OR CLEARING HOUSE SYSTEM OR FOR ANY CIRCUMSTANCES BEYOND PROMISEPAY CONTROL (INCLUDING BUT NOT LIMITED TO, FIRE, FLOOD OR OTHER NATURAL DISASTER, WAR, RIOT, STRIKE, TERRORISM, ACT OF CIVIL OR MILITARY AUTHORITY, THE FAILURE OF EQUIPMENT OTHER THAN THAT FOR WHICH PROMISEPAY IS RESPONSIBLE, COMPUTER VIRUS, INFILTRATION, OR HACKING BY A THIRD PARTY OF CUSTOMER PLATFORM, OR FAILURE OR INTERRUPTION OF ELECTRICAL, TELECOMMUNICATIONS OR OTHER UTILITY SERVICES).

Negotiation

In the event of any dispute, End User and Venue Owner shall first attempt, in good faith, to resolve any such dispute by negotiations among the parties.  

Mediation  

If a dispute has not been resolved by negotiation pursuant to subsection (A) above within seventy-two (72) hours of initiation, End User and Venue Owner shall submit the dispute to PromisePay for resolution in accordance with the dispute resolution procedures set out at www.promisepay.com/policies. 

Once a Payment Claim becomes subject to mediation, PromisePay will investigate the claim, act as a neutral intermediary/mediator between the parties and make a final recommended decision with respect to the dispute in favor of the End User and Venue Owner. End User and Venue Owner agree to fully cooperate with PromisePay in its endeavor to resolve any dispute. Without limiting the generality of the foregoing, End User and Venue Owner shall promptly, and in any event within two (2) days of receipt of the same, respond to all inquiries by PromisePay regarding a dispute and deliver to PromisePay any information or documents requested by PromisePay regarding any dispute or underlying transaction, including without limitation, (a) proof of delivery of the goods or services, (b) a description of the goods or services, (c) a copy of the receipt provided to the End User, and (d) any other information or documents related to the transaction reasonably requested by PromisePay. If both the Platform Buyer and Platform Seller agree to PromisePay’s recommended decision in writing, then PromisePay shall disburse any monies previously withheld by PromisePay in connection with such dispute in accordance with such decision.

So there may be no doubt, the subject matter for determination in any decision covered by such shall be limited to the goods or services which are the subject of the transaction(s) giving rise to the dispute, and the purchase price paid or payable thereof. 

End User and Venue Owner, understand and agree that (i) PromisePay will act as a neutral intermediary/mediator in connection with the resolution of the dispute and, as such, will not give legal advice to either party; (ii) PromisePay in its role as a neutral intermediary/mediator acts as an independent contractor and not as an agent of or in any capacity for any party; and (iii) PromisePay has no personal or financial interest in the subject matter of the dispute. End User and Venue Owner are advised to seek separate legal counsel during the dispute resolution process and before signing any final agreement. 

END USER AND VENUE OWNER ALSO ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, NEITHER PROMISEPAY NOR ITS AFFILIATES NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, EQUITY HOLDERS, CONTRACTORS AND OTHER REPRESENTATIVES (COLLECTIVELY, IN THE SINGULAR, A “ PROMISEPAY PARTY” AND IN THE PLURAL, THE “ PROMISEPAY PARTIES”) SHALL HAVE ANY LIABILITY OF ANY KIND WHATSOEVER, ARISING FROM OR RELATING TO ANY PROMISEPAY PARTY’S ACTIONS OR OMISSIONS IN CONNECTION WITH MEDIATION PROCESS, INCLUDING WITHOUT LIMITATION, ANY ACTIONS OR OMISSIONS OF SUCH PROMISEPAY PARTY IN SUCH PROMISEPAY PARTY’S ROLE AS A MEDIATOR/NEUTRAL INTERMEDIARY, OR ANY DECISION OR DETERMINATION RENDED BY SUCH PERSON IN CONNECTION THEREWITH. 

END USER AND VENUE OWNER, RESPECTIVELY, ON BEHALF OF THEMSELVES AND EACH OF THEIR SUCCESSORS AND PERMITTED ASSIGNS, AND THE RESPECTIVE EQUITY HOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND AFFILIATES OF ANY OF THE FOREGOING, FULLY AND COMPLETELY WAIVES, RELEASES, AND FOREVER DISCHARGES, THE PROMISEPAY PARTIES, FROM ANY AND ALL CLAIMS, CHARGES, COMPLAINTS, DISPUTES, ACTIONS, CAUSES OF ACTION, SUITS, GRIEVANCES, CONTROVERSIES, DEMANDS, AGREEMENTS, CONTRACTS, COVENANTS, PROMISES, LIABILITIES, JUDGMENTS, OBLIGATIONS, DEBTS, DAMAGES (INCLUDING, BUT NOT LIMITED TO, ACTUAL, COMPENSATORY, EXEMPLARY AND PUNITIVE DAMAGES), ATTORNEYS’ FEES AND COSTS AND/OR ANY OTHER LIABILITIES OF ANY KIND, NATURE, DESCRIPTION OR CHARACTER WHATSOEVER WHICH END USER AND VENUE OWNER, MAY NOW OR IN THE FUTURE HAVE AGAINST ANY PROMISEPAY PARTY ARISING OUT OF OR RELATING TO SUCH PROMISEPAY PARTY’S ACTIONS OR OMISSIONS IN CONNECTION WITH THIS DISPUTE RESOLUTION PROCESS, INCLUDING WITHOUT LIMITATION, ANY ACTIONS OR OMISSIONS OF SUCH PROMISEPAY PARTY IN SUCH PROMISEPAY PARTY’S ROLE AS A MEDIATOR/NEUTRAL INTERMEDIARY, OR ANY DECISION OR DETERMINATION RENDED BY SUCH PERSON IN CONNECTION THEREWITH.
IN THE EVENT THE FOREGOING WAIVER IS NOT ENFORCEABLE FOR ANY REASON, THEN END USER AND VENUE OWNER, HEREBY AGREE THAT THE PROMISEPAY PARTIES MAXIMUM AGGREGATE LIABILITY ARISING FROM OR RELATING TO ANY PAYMENT CLAIM, OR ANY PROMISEPAY PARTY’S ACTIONS OR OMISSIONS IN CONNECTION WITH THIS DISPUTE RESOLUTION PROCESS, INCLUDING WITHOUT LIMITATION, ANY ACTIONS OR OMISSIONS OF SUCH PROMISEPAY PARTY IN SUCH PROMISEPAY PARTY’S ROLE AS A MEDIATOR/NEUTRAL INTERMEDIARY, OR ANY DECISION OR DETERMINATION RENDED BY SUCH PERSON IN CONNECTION THEREWITH SHALL NOT EXCEED THE AGGREGATE PURCHASE PRICE PAID OR PAYABLE FOR THE ASSETS OR SERVICES WHICH ARE THE SUBJECT OF THE TRANSACTION(S) GIVING RISE TO THE DISPUTE.

Arbitration 

Agreement to Arbitrate. All disputes, which are not settled amicably by mediation shall be exclusively settled by final and binding arbitration, rather than by a court, which shall be initiated upon written notification (“ Arbitration Notice”), at any time after mediation has commenced, by End User to Venue Owner or by End User to Venue Owner.  The choice of law of the State of California shall apply to any such arbitration proceeding.

The dispute shall be resolved by the AAA under its Commercial Arbitration Rules. The seat of arbitration shall be San Francisco, California. The arbitration shall be decided by a single arbitrator to be selected by the mutual consent of End User and Venue Owner, provided, that if within seven (7) days after delivery by the initiating party of an Arbitration Notice, the parties have not reached agreement on the choice of a sole arbitrator and provided written evidence of such agreement to AAA, the sole arbitrator shall be appointed by AAA.


The decision of the arbitrator shall be final and binding upon End User and Venue Owner, and may be enforced in any court of competent jurisdiction, and neither End User and Venue Owner shall seek redress against the other in any court or tribunal, except solely for the purpose of obtaining execution of the arbitral award or of obtaining a judgment consistent with the award. The arbitrator shall be guided by the terms and conditions of this Agreement which shall be binding upon them.  

Each of End User and Venue Owner shall bear its own costs and expenses associated with the arbitration and shall each pay an equal share of the arbitrators’ and administrative fees of arbitration; provided, that the arbitrator may provide for a different allocation of cost, expenses and attorney’s fees in the final award.

The parties further agree to indemnify PromisePay from and against any required expenses, including reasonable attorneys’ fees, to PromisePay that arise from or relate to any Payment Claims initiated or brought voluntarily by either party where (a) PromisePay is requested to appear in connection with any claims brought by way of defense, including without limitation, by way of counterclaim, crossclaim, impleader, or third party claim, and (b) with respect to actions or proceedings where PromisePay is requested to appear as a witness in any mediation or arbitration proceeding.  

In the event that the dispute involves escrow services performed by PromisePay, PromisePay may, at its option, continue to retain any cash or other property held in escrow at the time such dispute is made which relates to or is the subject of such dispute (“ Escrow Property”) until PromisePay: (i) receives a final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the Escrow Property or any portion thereof, (ii) receives a written agreement executed by each of the parties to the dispute directing delivery of the Escrow Property or the relevant portion thereof, in which event PromisePay shall be authorized to disburse the Escrow Property or the relevant portion thereof in accordance with such final court order, arbitration decision, or agreement, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, PromisePay shall be relieved of all liability as to the Escrow Property and shall be entitled to recover attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action.  PromisePay shall be entitled to act on any such agreement, court order, or arbitration decision without further question, inquiry, or consent.

Disputes Involving PromisePay. 

Notwithstanding anything herein to the contrary, all disputes, claims and controversies between PromisePay on the one hand, and (y) an End User and Venue Owner, on the other hand, shall be resolved exclusively through final and binding arbitration, rather than in court, in accordance with the terms set forth above. 

In no event shall PromisePay be liable to any Venue Owners or End Users for any actions, claims, demands, losses, liabilities, damages, recoveries, settlements and/or costs (including attorney, accountant, and expert witness fees and costs), known or unknown, contingent or otherwise (collectively, “ Losses”), of any kind whatsoever, arising out or relating to their respective use of, or inability to use, the payment services PromisePay provides, regardless of the legal theory under which such Losses are sought. IN THE EVENT THE FOREGOING IS NOT ENFORCEABLE FOR ANY REASON, THEN PROMISEPAY’S MAXIMUM AGGREGATE LIABILITY ARISING FROM OR RELATING TO ANY CLAIM (OR SERIES OF RELATED CLAIMS), BY ANY VENUE OWNER OR END USER ARISING FROM OR RELATING TO THE PAYMENT SERVICES SHALL NOT EXCEED THE AGGREGATE PURCHASE PRICE PAID OR PAYABLE FOR THE GOODS OR SERVICES WHICH ARE THE SUBJECT OF THE TRANSACTION(S) GIVING RISE TO THE DISPUTE.

General

The Services may include links to other sites and services that are not operated by us. We are providing these links to you only as a convenience and are not responsible for the content or links displayed on such sites. You are responsible for and assume all risk arising from your use or reliance of any third party sites.

You agree to comply with all laws or regulations relevant to the Site, the Service or the Venues.

Please refer to our Privacy Policy (http://EVENTup.com/privacy/) for information on how we collect, use and disclose information from End Users.

Headings are for reference purposes only and do not limit the scope or extent of such Section. The failure of EVENTup to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of EVENTup. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. Except as otherwise expressly provided herein, if for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by EVENTup, as determined by EVENTup in its sole and absolute discretion, (i) via email (in each case to the address that you provide) or (ii) by posting through the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Feedback

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”) and you can submit Feedback by emailing us at info@EVENTup.com. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

Contacting EVENTup

If you have any questions about these Terms, please contact us at info@EVENTup.com.

TERMS AND CONDITIONS
Venue Owners
Please read these terms of service carefully (“ Terms”). These Terms, which incorporate our Privacy Policy and other policies posted on the Site (as defined herein), as amended from time to time, establish and govern the relationship between EVENTup, Inc. (“ EVENTup” or “ we” or “ our”) and you, an owner or agent of a venue listed the Site (“ Venue Owner” or “ you” or “ your”). Our services, technology and Site are hereinafter collectively referred to as the “ Services”. The Services comprise an online platform (the “ Platform”) through which you and other venue owners (collectively, “ Venue Owners”) may list Venues (defined below) and you, and other end users (collectively, “ End Users”), may learn about Venues. 
Agreement to these Terms
These Terms constitute a legal contract. As such, by accessing, completing registration and utilizing the Site, you hereby acknowledge and agree to be bound by these Terms, as updated, from time to time, by EVENTup, govern your use of www.EVENTup.com (the “ Site”) and EVENTup’s online listing platform for event locations (each a “ Venue” and collectively, “ Venues”) and related services available via the Site. If you do not agree to be bound by all of these Terms, do not access or utilize the services provided by the Site. If you agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity. Notwithstanding any such agency relationship, you agree to be bound by these Terms, personally, as well. At some point, different areas of the Services and your access to or use of certain Services or Content (defined below) may have different terms and conditions or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and the terms posted for a specific area of the Services or Site Content (defined below), the latter terms and conditions will take precedence with respect to your use of or access to that area of the Services or Site Content.
You understand and agree that the Services bring Venue Owners and End Users together; however, EVENTup is not a party to any agreements entered into between Venue Owners and End Users, nor is EVENTup a real estate broker or agent. As a result, EVENTup has no control over the conduct of End Users or Venue Owners. EVENTup has no control over the terms of any proposal generated by the Services or the Site, and the mere fact that Services allow Venue Owners to generate proposals with EVENTup’s name and trademark listed on them shall in no way be interpreted as EVENTup offering, condoning, guaranteeing or otherwise agreeing to be involved with the terms contained in any such proposal. EVENTup expressly disclaims all liability in this regard.
Changes to Terms
EVENTup, may, in its sole discretion, modify these Terms, at any time and without prior notice. If we do so we will let you know either by posting the modified Terms on the Site or through other communications. It’s important that you review the modified Terms whenever we revise them because your continued use of the Site shall constitute your agreement to be bound by the modified Terms. Your continued use will be governed by the modified Terms, as well.  Because our Services are evolving, if the revised Terms are not acceptable to you, you must stop using the Services. We may change or discontinue all or part of the Services, at any time, without notice to you, at our sole discretion. We may also create limits related to use of the Service or parts of the Service, without notice or liability to you.
Eligibility and Account Registration
If you would like to use our Services to list a Venue, you must first register to create an account with EVENTup (“ Account”). The Services are intended solely for businesses or persons who are 18 or older. Any access to or use of the Services by anyone under 18 is expressly prohibited. By accessing or using the Services you represent and warrant that you are 18 or older.
When creating an Account, you will be required to provide certain information and you will establish a username and a password. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. You can register directly through the Site or a social networking service we support (your “ SNS”). By using your SNS account, you are allowing EVENTup to access your SNS account information and you are agreeing to abide by the applicable terms and conditions of your SNS in your use of the Services via such SNS. We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading or to reclaim any username that you create through the Services that violates these Terms. You are responsible for maintaining the confidentiality of your password and Account, and agree to notify us if your password is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. You are responsible for activities that occur under your Account.
Bookings and Financial Terms 
The booking of Venues and the related financial terms are not negotiated or booked through the Service, but are negotiated and booked directly between the you and the End User.
All cancellations of bookings shall be communicated directly between you and the End User. EVENTup has no role or involvement in the cancellation of bookings. End Users are encouraged to inquire about cancellation polices of Venue Owners prior to booking with a Venue Owner. EVENTup has no liability to either you or the End User for any cancelled booking. 
YOU EXPRESSLY RELEASE EVENTUP FROM ANY AND ALL LIABILITY RELATED TO ALL VENUE OFFERINGS. YOU ACKNOWLEDGE AND AGREE THAT EVENTUP IS NOT RESPONSIBLE FOR RESOLVING ANY DISPUTES BETWEEN VENUE OWNERS AND END USERS, WHETHER RELATED TO A BOOKING CANCELLATION, OR OTHERWISE, OR PROCESSING ANY CHANGES TO OR CANCELLATIONS OF BOOKINGS. EVENTUP DISCLAIMS ANY AND ALL LIABILITY IN THIS REGARD.
Content on the Site
For the purposes of these Terms: 
Content” means text, graphics, images, music, software, audio, video, information, works of authorship or other materials. 
EVENTup Content” means all Content that EVENTup makes available through the Services, including any Content licensed from a third party, but excluding End User Content and Venue Owner Content. 
End User Content” means all Content that an End User posts, uploads, publishes, submits or transmits to be made available through the Services. 
Site Content” means End User Content, Venue Owner Content and EVENTup Content. 
Venue Owner Content” means all Content that a Venue Owner posts, uploads, publishes, submits or transmits to be made available through the Services, including, but not limited to, Listings.
Subject to your compliance with the terms and conditions of these Terms, EVENTup grants you a limited, non-exclusive, non-transferable license, without the right to sublicense, to access, view, download and print any EVENTup Content solely for your personal and non-commercial purposes or your internal business purposes. Subject to your compliance with these Terms, EVENTup grants you a limited, non-exclusive, non-transferable license, without the right to sublicense, to access and view any End User Content solely for your personal and internal business purposes.
You acknowledge and agree not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services or Site Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by EVENTup or its licensors, except for the licenses and rights expressly granted in these Terms.You agree that you have no right to, or title in or to, any Site Content (except for the Venue Owner Content that you provide) or any other attributes associated with your Account.
You agree that you are solely responsible for all your Venue Owner Content. You represent and warrant that: (a) you own the Venue Owner Content that you provide through the Services, and (b) you have all rights, licenses, consents and releases, express or implied, necessary to use the Services and to grant to EVENTup the rights in the Venue Owner Content you provide via the Services. You also represent and warrant that your Venue Owner Content will not infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
EVENTup respects copyright law and expects you to do the same. EVENTup has adopted and implemented a policy that provides for the termination in appropriate circumstances of registered Account holders who infringe the rights of copyright holders. 
What Not to Do

The Services may be used and accessed for lawful purposes only. You agree that you will not do any of the following while using or accessing the Services:

· Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances.

· Use, display, mirror or frame the Site, or any individual element within the Services, EVENTup’s name, any EVENTup trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without EVENTup’s express written consent;

· Access, tamper with, or use non-public areas of the Services, EVENTup’s computer systems, or the technical delivery systems of EVENTup’s providers;

· Attempt to probe, scan, or test the vulnerability of any EVENTup system or network or breach any security or authentication measures;

· Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by EVENTup or any of EVENTup’s providers or any other third party (including another Venue Owner or an End User) to protect the Services or Site Content;

· Attempt to access or search the Site or Site Content or download Site Content from the Site through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by EVENTup or other generally available third party web browsers;

· Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

· Use any meta tags or other hidden text or metadata utilizing a EVENTup trademark, logo URL or product name without EVENTup’s express written consent;

· Use the Services or Site Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms;

· Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Site Content to send altered, deceptive or false source-identifying information;

· Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Site Content;

· Interfere with, or attempt to interfere with, the access of any other Venue Owner, End Users, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

· Collect or store any personally identifiable information from the Services from other Venue Owners or End Users of the Services without their express permission;

· Impersonate or misrepresent your affiliation with any person or entity;

· Violate any applicable law or regulation; or

· Encourage or enable any other individual to do any of the foregoing.

EVENTup has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. EVENTup may involve and cooperate with law enforcement authorities in prosecuting Venue Owners or End Users who violate these Terms. You acknowledge that EVENTup has no obligation to monitor your access to or use of the Services or Site Content or to review or edit any Site Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. EVENTup reserves the right, at any time and without prior notice, to remove or disable access to any Content, including, any Site Content for any reason that EVENTup, at its sole discretion, considers to be objectionable, in violation of these Terms or otherwise harmful to the Services.

Termination and Account Cancellation

If you breach any of these Terms, we have the right to suspend or disable your access to or use of the Services. In the event EVENTup terminates your Account for your breach of these Terms, you will remain liable for all amounts due hereunder. Subject to these Terms, you may cancel your Account at any time by sending an email to info@EVENTup.com. As stated above under the section titled “Changes We Can Make to these Terms”, we may change or discontinue all or part of the Services, at any time, without notice to you, at our sole discretion.

No Endorsement

EVENTup does not endorse any End Users, Venue Owners or Venues featured on the Site. In addition, we do not attempt to confirm, and do not confirm, any End User’s or Venue Owner’s purported identity. You are responsible for determining the identity and suitability of others who you contact via the Services. EVENTup is not responsible for any damage or harm resulting from your interactions with other Venue Owners or End Users of the Services. By using the Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Venue Owners, End Users or other third parties will be limited to a claim against such Venue Owner, other End Users or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from EVENTup.

Disclaimer

YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED TO YOU “AS IS” AND ON AN “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, EVENTUP EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. EVENTUP MAKES NO WARRANTY THAT THE SERVICES OR SITE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. EVENTUP MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SERVICES OR SITE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY SITE CONTENT OBTAINED THROUGH THE SERVICES.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER VENUE OWNERS AND/OR END USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES.

YOU UNDERSTAND THAT EVENTUP DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY OTHER VENUE OWNERS OR END USERS OF THE SERVICES, NOR DOES EVENTUP MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF OTHER VENUE OWNERS OR END USERS OF THE SERVICES. EVENTUP MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF OTHER VENUE OWNERS OR END USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER VENUE OWNERS AND END USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES AND SITE CONTENT, AND ANY BOOKINGS OF VENUES VIA THE SERVICES, REMAINS WITH YOU. NEITHER EVENTUP NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES, OR SITE CONTENT, WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS OR PROPERTY DAMAGE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR SITE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER VENUE OWNERS OR END USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, OR THE USE OF A VENUE WHERE A BOOKING WAS MADE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT EVENTUP HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL EVENTUP’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH (I) THESE TERMS; (II) THE USE OF OR INABILITY TO USE THE SERVICES, OR SITE CONTENT; (III) THE OFFERING OF ANY VENUE THROUGH THE SERVICES; OR (IV) THE USE OF ANY VENUE BY AN END USER OF THE SERVICES EXCEED THE SERVICE FEES PAID BY THE VENUE OWNER TO EVENTUP, OR ONE HUNDRED DOLLARS ($100), IF THERE ARE NO SERVICE FEES PAID BY THE VENUE OWNER. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN EVENTUP AND YOU. 

Notwithstanding anything to the contrary herein, if you have given EVENTup notice of a Dispute under the section called “How Disputes Will Be Handled” (below), no change to the “Limitation of Liability” section after EVENTup received your notice will apply to the Dispute.

Indemnity

You agree to indemnify and hold harmless EVENTup and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defense of litigation by third parties), arising out of, or in any way connected with (a) your access to or use of the Services or Site Content or your violation of these Terms; (b) your Venue Owner Content; and (c) your interaction with any Venue Owner or End User, as applicable, including, but not limited to, (i) any condition caused by events beyond EVENTup’s control that may cause damage to an Venue Owner’s Venue; and (ii) any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a booking or use of a Venue, or a Venue Owner’s listing of a Venue via the Services.

How Disputes Will Be Handled

These Terms and any disputes related to them or to your use of the Services will be governed by the laws of the State of Illinois without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply in any way to these Terms or to the transactions contemplated by these Terms.

The exclusive jurisdiction and venue of any action to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (“ IP Disputes”) will be the state and federal courts located in Cook County, Illinois and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

You and EVENTup agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “ Disputes”) will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. YOU ACKNOWLEDGE AND AGREE THAT YOU AND EVENTUP ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and EVENTup otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

The arbitration will be administered by the American Arbitration Association (“ AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “ AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. 

Payment

EVENTup uses PromisePay as its third party service provider for Payment Services. By buying or selling on www.EVENTup.com you agree to be bound by PromisePay’s Privacy Policy which is located at http://www.promisepay.com/privacy and hereby consent and authorize EVENTup and PromisePay to share any information and payments instructions you provide to such parties and, to the extent required to complete your transactions, with to any third party service provider(s).  By listing or selling items on www.EVENTup.com you also agree to be bound by PromisePay’s User Terms which are located at: http://www.promisepay.com/seller_agreement.

THE PAYMENT SERVICES ARE PROVIDED “AS IS” OR “AS AVAILABLE” AND PROMISEPAY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PAYMENT SERVICES, THE ASSETS OR SERVICES WHICH ARE THE SUBJECT OF A TRANSACTION, THAT THE PAYMENT SERVICES WILL MEET THE END USER’S OR VENUE OWNER’S REQUIREMENTS, OR THAT THE PAYMENT SERVICES OR THE PROMISEPAY SYSTEM WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE. 

PROMISEPAY EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PROMISEPAY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY ASSET ADVERTISED, OFFERED, OR SOLD BY EVENTUP OR ANY VENUE OWNER OR END USE, AND PROMISEPAY WILL NOT BE A PARTY TO ANY TRANSACTION.

PROMISEPAY DOES NOT ENDORSE THE PLATFORM OR ANY THIRD PARTY WEBSITE, OR ASSUME RESPONSIBILITY OR LIABILITY FOR THE ACCURACY OF ANY MATERIAL CONTAINED THEREIN, OR ANY INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS ARISING THEREFROM, OR ANY FRAUD OR OTHER CRIME FACILITATED THEREBY. PROMISEPAY WILL NOT BE LIABLE FOR ANY ACT OR OMISSION OF ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, A VENUE OWNER’S OR END USER’S FINANCIAL INSTITUTION, ANY PAYMENT SYSTEM, ANY THIRD PARTY SERVICE PROVIDER, ANY PROVIDER OF TELECOMMUNICATIONS SERVICES, INTERNET ACCESS OR COMPUTER EQUIPMENT OR SOFTWARE, ANY MAIL OR DELIVERY SERVICE OR ANY PAYMENT OR CLEARING HOUSE SYSTEM OR FOR ANY CIRCUMSTANCES BEYOND PROMISEPAY CONTROL (INCLUDING BUT NOT LIMITED TO, FIRE, FLOOD OR OTHER NATURAL DISASTER, WAR, RIOT, STRIKE, TERRORISM, ACT OF CIVIL OR MILITARY AUTHORITY, THE FAILURE OF EQUIPMENT OTHER THAN THAT FOR WHICH PROMISEPAY IS RESPONSIBLE, COMPUTER VIRUS, INFILTRATION, OR HACKING BY A THIRD PARTY OF CUSTOMER PLATFORM, OR FAILURE OR INTERRUPTION OF ELECTRICAL, TELECOMMUNICATIONS OR OTHER UTILITY SERVICES).

Negotiation

In the event of any dispute, End User and Venue Owner shall first attempt, in good faith, to resolve any such dispute by negotiations among the parties.  

Mediation  

If a dispute has not been resolved by negotiation pursuant to subsection (A) above within seventy-two (72) hours of initiation, End User and Venue Owner shall submit the dispute to PromisePay for resolution in accordance with the dispute resolution procedures set out at www.promisepay.com/policies. 

Once a Payment Claim becomes subject to mediation, PromisePay will investigate the claim, act as a neutral intermediary/mediator between the parties and make a final recommended decision with respect to the dispute in favor of the End User and Venue Owner. End User and Venue Owner agree to fully cooperate with PromisePay in its endeavor to resolve any dispute. Without limiting the generality of the foregoing, End User and Venue Owner shall promptly, and in any event within two (2) days of receipt of the same, respond to all inquiries by PromisePay regarding a dispute and deliver to PromisePay any information or documents requested by PromisePay regarding any dispute or underlying transaction, including without limitation, (a) proof of delivery of the goods or services, (b) a description of the goods or services, (c) a copy of the receipt provided to the End User, and (d) any other information or documents related to the transaction reasonably requested by PromisePay. If both the Platform Buyer and Platform Seller agree to PromisePay’s recommended decision in writing, then PromisePay shall disburse any monies previously withheld by PromisePay in connection with such dispute in accordance with such decision.

So there may be no doubt, the subject matter for determination in any decision covered by such shall be limited to the goods or services which are the subject of the transaction(s) giving rise to the dispute, and the purchase price paid or payable thereof. 

End User and Venue Owner, understand and agree that (i) PromisePay will act as a neutral intermediary/mediator in connection with the resolution of the dispute and, as such, will not give legal advice to either party; (ii) PromisePay in its role as a neutral intermediary/mediator acts as an independent contractor and not as an agent of or in any capacity for any party; and (iii) PromisePay has no personal or financial interest in the subject matter of the dispute. End User and Venue Owner are advised to seek separate legal counsel during the dispute resolution process and before signing any final agreement. 

END USER AND VENUE OWNER ALSO ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, NEITHER PROMISEPAY NOR ITS AFFILIATES NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, EQUITY HOLDERS, CONTRACTORS AND OTHER REPRESENTATIVES (COLLECTIVELY, IN THE SINGULAR, A “ PROMISEPAY PARTY” AND IN THE PLURAL, THE “ PROMISEPAY PARTIES”) SHALL HAVE ANY LIABILITY OF ANY KIND WHATSOEVER, ARISING FROM OR RELATING TO ANY PROMISEPAY PARTY’S ACTIONS OR OMISSIONS IN CONNECTION WITH MEDIATION PROCESS, INCLUDING WITHOUT LIMITATION, ANY ACTIONS OR OMISSIONS OF SUCH PROMISEPAY PARTY IN SUCH PROMISEPAY PARTY’S ROLE AS A MEDIATOR/NEUTRAL INTERMEDIARY, OR ANY DECISION OR DETERMINATION RENDED BY SUCH PERSON IN CONNECTION THEREWITH. 

END USER AND VENUE OWNER, RESPECTIVELY, ON BEHALF OF THEMSELVES AND EACH OF THEIR SUCCESSORS AND PERMITTED ASSIGNS, AND THE RESPECTIVE EQUITY HOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND AFFILIATES OF ANY OF THE FOREGOING, FULLY AND COMPLETELY WAIVES, RELEASES, AND FOREVER DISCHARGES, THE PROMISEPAY PARTIES, FROM ANY AND ALL CLAIMS, CHARGES, COMPLAINTS, DISPUTES, ACTIONS, CAUSES OF ACTION, SUITS, GRIEVANCES, CONTROVERSIES, DEMANDS, AGREEMENTS, CONTRACTS, COVENANTS, PROMISES, LIABILITIES, JUDGMENTS, OBLIGATIONS, DEBTS, DAMAGES (INCLUDING, BUT NOT LIMITED TO, ACTUAL, COMPENSATORY, EXEMPLARY AND PUNITIVE DAMAGES), ATTORNEYS’ FEES AND COSTS AND/OR ANY OTHER LIABILITIES OF ANY KIND, NATURE, DESCRIPTION OR CHARACTER WHATSOEVER WHICH END USER AND VENUE OWNER, MAY NOW OR IN THE FUTURE HAVE AGAINST ANY PROMISEPAY PARTY ARISING OUT OF OR RELATING TO SUCH PROMISEPAY PARTY’S ACTIONS OR OMISSIONS IN CONNECTION WITH THIS DISPUTE RESOLUTION PROCESS, INCLUDING WITHOUT LIMITATION, ANY ACTIONS OR OMISSIONS OF SUCH PROMISEPAY PARTY IN SUCH PROMISEPAY PARTY’S ROLE AS A MEDIATOR/NEUTRAL INTERMEDIARY, OR ANY DECISION OR DETERMINATION RENDED BY SUCH PERSON IN CONNECTION THEREWITH.
IN THE EVENT THE FOREGOING WAIVER IS NOT ENFORCEABLE FOR ANY REASON, THEN END USER AND VENUE OWNER, HEREBY AGREE THAT THE PROMISEPAY PARTIES MAXIMUM AGGREGATE LIABILITY ARISING FROM OR RELATING TO ANY PAYMENT CLAIM, OR ANY PROMISEPAY PARTY’S ACTIONS OR OMISSIONS IN CONNECTION WITH THIS DISPUTE RESOLUTION PROCESS, INCLUDING WITHOUT LIMITATION, ANY ACTIONS OR OMISSIONS OF SUCH PROMISEPAY PARTY IN SUCH PROMISEPAY PARTY’S ROLE AS A MEDIATOR/NEUTRAL INTERMEDIARY, OR ANY DECISION OR DETERMINATION RENDED BY SUCH PERSON IN CONNECTION THEREWITH SHALL NOT EXCEED THE AGGREGATE PURCHASE PRICE PAID OR PAYABLE FOR THE ASSETS OR SERVICES WHICH ARE THE SUBJECT OF THE TRANSACTION(S) GIVING RISE TO THE DISPUTE.

Arbitration 

Agreement to Arbitrate. All disputes, which are not settled amicably by mediation shall be exclusively settled by final and binding arbitration, rather than by a court, which shall be initiated upon written notification (“ Arbitration Notice”), at any time after mediation has commenced, by End User to Venue Owner or by End User to Venue Owner.  The choice of law of the State of California shall apply to any such arbitration proceeding.

The dispute shall be resolved by the AAA under its Commercial Arbitration Rules. The seat of arbitration shall be San Francisco, California. The arbitration shall be decided by a single arbitrator to be selected by the mutual consent of End User and Venue Owner, provided, that if within seven (7) days after delivery by the initiating party of an Arbitration Notice, the parties have not reached agreement on the choice of a sole arbitrator and provided written evidence of such agreement to AAA, the sole arbitrator shall be appointed by AAA.


The decision of the arbitrator shall be final and binding upon End User and Venue Owner, and may be enforced in any court of competent jurisdiction, and neither End User and Venue Owner shall seek redress against the other in any court or tribunal, except solely for the purpose of obtaining execution of the arbitral award or of obtaining a judgment consistent with the award. The arbitrator shall be guided by the terms and conditions of this Agreement which shall be binding upon them.  

Each of End User and Venue Owner shall bear its own costs and expenses associated with the arbitration and shall each pay an equal share of the arbitrators’ and administrative fees of arbitration; provided, that the arbitrator may provide for a different allocation of cost, expenses and attorney’s fees in the final award.

The parties further agree to indemnify PromisePay from and against any required expenses, including reasonable attorneys’ fees, to PromisePay that arise from or relate to any Payment Claims initiated or brought voluntarily by either party where (a) PromisePay is requested to appear in connection with any claims brought by way of defense, including without limitation, by way of counterclaim, crossclaim, impleader, or third party claim, and (b) with respect to actions or proceedings where PromisePay is requested to appear as a witness in any mediation or arbitration proceeding.  

In the event that the dispute involves escrow services performed by PromisePay, PromisePay may, at its option, continue to retain any cash or other property held in escrow at the time such dispute is made which relates to or is the subject of such dispute (“ Escrow Property”) until PromisePay: (i) receives a final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the Escrow Property or any portion thereof, (ii) receives a written agreement executed by each of the parties to the dispute directing delivery of the Escrow Property or the relevant portion thereof, in which event PromisePay shall be authorized to disburse the Escrow Property or the relevant portion thereof in accordance with such final court order, arbitration decision, or agreement, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, PromisePay shall be relieved of all liability as to the Escrow Property and shall be entitled to recover attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action.  PromisePay shall be entitled to act on any such agreement, court order, or arbitration decision without further question, inquiry, or consent.

Disputes Involving PromisePay. 

Notwithstanding anything herein to the contrary, all disputes, claims and controversies between PromisePay on the one hand, and (y) an End User and Venue Owner, on the other hand, shall be resolved exclusively through final and binding arbitration, rather than in court, in accordance with the terms set forth above. 

In no event shall PromisePay be liable to any Venue Owners or End Users for any actions, claims, demands, losses, liabilities, damages, recoveries, settlements and/or costs (including attorney, accountant, and expert witness fees and costs), known or unknown, contingent or otherwise (collectively, “ Losses”), of any kind whatsoever, arising out or relating to their respective use of, or inability to use, the payment services PromisePay provides, regardless of the legal theory under which such Losses are sought. IN THE EVENT THE FOREGOING IS NOT ENFORCEABLE FOR ANY REASON, THEN PROMISEPAY’S MAXIMUM AGGREGATE LIABILITY ARISING FROM OR RELATING TO ANY CLAIM (OR SERIES OF RELATED CLAIMS), BY ANY VENUE OWNER OR END USER ARISING FROM OR RELATING TO THE PAYMENT SERVICES SHALL NOT EXCEED THE AGGREGATE PURCHASE PRICE PAID OR PAYABLE FOR THE GOODS OR SERVICES WHICH ARE THE SUBJECT OF THE TRANSACTION(S) GIVING RISE TO THE DISPUTE.

General

The Services may include links to other sites and services that are not operated by us. We are providing these links to you only as a convenience and are not responsible for the content or links displayed on such sites. You are responsible for and assume all risk arising from your use or reliance of any third party sites.

You agree to comply with all laws or regulations relevant to the Site, the Service or the Venues.

Please refer to our Privacy Policy (http://EVENTup.com/privacy/) for information on how we collect, use and disclose information from End Users.

Headings are for reference purposes only and do not limit the scope or extent of such Section. The failure of EVENTup to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of EVENTup. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. Except as otherwise expressly provided herein, if for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by EVENTup, as determined by EVENTup in its sole and absolute discretion, (i) via email (in each case to the address that you provide) or (ii) by posting through the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Feedback

We welcome feedback, comments and suggestions for improvements to the Services (“ Feedback”) and you can submit Feedback by emailing us at info@EVENTup.com. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

Contacting EVENTup

If you have any questions about these Terms, please contact us at info@eventup.com.