Last Updated: June 2019
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
1. DESCRIPTION AND USE OF SPLACER
We provide Visitors and Registered Users with access to the Site as described below.
Visitors. Visitors, as the term implies, are people who do not register with us, but want to explore the Site. No login is required for Visitors. Visitors can: (i) view all content and access all publicly-available features and functionality on the Site; (ii) subscribe to Splacer communications, alerts, and other notifications; and (iii) contact us.
Registered Users. Registered Users can do all the things that Visitors can do, and: (i) access non-public features and functionality available only to Registered Users; (ii) create, access, manage, and update their own personal accounts on the Site; (iii) post listings, comments, reviews, and other content on the Site and/or interact with other Registered Users of the Site (all content and information provided in connection with the foregoing is collectively referred to herein as “Registered User Content”); and (iv) provide or book third-party event spaces through Splacer (“Spaces”). Splacer is under no obligation to accept any individual as a Registered User and may accept or reject any registration in its sole and complete discretion. In addition, Splacer may deactivate any account at any time, including, without limitation, if it determines that a Registered User has violated this Agreement.
A Registered User may be either a Space Provider or an Event Organizer:
A “Space Provider” is a Registered User who chooses to create an account through which the Registered User may offer and provide Spaces through Splacer.
An “Event Organizer” is a Registered User who chooses to create an account through which the Registered User may request and/or book Spaces through Splacer.
If an Event Organizer is interested in reserving a Space on a particular date and during a particular period of time (an “Event” and, the date of such Event, the “Event Date”), the Event Organizer may request a quote from the applicable Space Provider. All such quotes must be provided through Splacer, although some communication between the Event Organizer and the Space Provider may take place off-Site in order for the parties to negotiate details and tour the Space, subject to our non-circumvention rules and obligations as set forth in Section 4 below. As further detailed in Section 4, Event Organizer may not book or pay for its Event offline or through any mechanism other than through Splacer.
2. RESTRICTIONS ON USE
By accessing and/or using the Site or the Services, you agree to comply with the following restrictions on use:
- If you wish to become an Event Organizer or a Space Provider, you must be at least 18 years old or the age of majority in your jurisdiction, whichever is greater;
- You will comply with all applicable laws in your use of the Site and will not use the Site for any unlawful or otherwise fraudulent purpose;
- You will not upload, post, e-mail, transmit, or otherwise make available any Registered User Content that:
- infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
- constitutes promotion or advertising of any third-party website, product or service; or
- is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or
- discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.
- You will not “stalk,” threaten, or otherwise harass another person;
- You will not access or use the Site to collect any market research for a competing business;
- You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- You will not interfere with or attempt to interrupt the proper operation of the Site through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Site through hacking, password or data mining, or any other means;
- You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Site;
- You will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Site for the sole purpose of and solely to the extent necessary for creating publicly-available searchable indices of the materials, but not caches or archives of such materials;
- You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
- Circumvent Splacer in order to transact with a Space Provider or Event Organizer introduced to you via the Site outside of the Splacer ecosystem in violation of Section 4 below.
- You will let us know about inappropriate Registered User Content of which you become aware.
3. SIGN-IN NAME; PASSWORD; UNIQUE IDENTIFIERS
If you wish to become a Registered User, you will be prompted to create an account, which includes a sign-in name (“Sign-In Name”), a password (“Password”), and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one Registered User. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered or payments made through the Site using one or more of them. You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason and shall have no liability to you for any loss or damage caused by such action. Splacer will not be liable for any loss or damage caused by any unauthorized use of your account.
4. NO CIRCUMVENTION
You acknowledge and agree that the Site and Splacer’s Services are designed to facilitate booking transactions. Notwithstanding anything in this Agreement to the contrary, in no event shall any Registered User, whether an Event Organizer or a Space Provider, circumvent Splacer in order to transact with another Registered User it has met via Splacer to book an Event at a Space that is listed on the Site. Although Event Organizers and Space Providers may communicate off-Site about an Event booking, including, without limitation, for purposes of offering a physical tour of the Space, once the parties decide to transact (i.e., once Event Organizer decides to book the Space in question), the parties must bring the transaction back to Splacer and follow the prescribed steps to consummating the transaction, including payment of all fees hereunder.
Splacer reserves the right to monitor all Registered Users’ activity on the Site or using the Services, including, without limitation, communications by and between Event Organizers and Space Providers, in order to monitor compliance with the foregoing non-circumvention requirements. If Splacer determines that any Registered User is in violation of this Section 4, it reserves the right to immediately close your account with the Site, deny you future access to the Site, and remove any Space listings you may have on the Site.
5. FEES, PAYMENTS, AND AUTOMATIC RENEWALS
Some of our Services may be free of charge. However, charges do apply if you sign up for any of our various subscription plans (“Subscriptions”) or membership packages (“Memberships”) described on the Site. In such a case, you hereby agree that our third-party payment processors may immediately authorize your credit card (or other approved facility) for payment for any Subscriptions or Memberships ordered under your Password on or through Splacer.
As set forth more fully in Section 3 above, you must keep your password strictly confidential. You are fully responsible for all activities that occur under your Password, and you agree to be personally liable for all charges incurred under your Password. Your liability for such charges shall continue after termination of this Agreement.
If you have a question about a Subscription or Membership on your credit card statement, please use the “Contact Us” section of the Site to contact customer service. In connection with any Subscription or Membership, all sales are final, and we do not accept returns or exchanges, unless otherwise provided in the applicable agreement between you and Splacer in connection with such Subscription or Membership. Subject to Section 14, all payments made to us are non-refundable.
IT IS IMPORTANT TO NOTE THAT WHEN YOU SIGN UP FOR A SUBSCRIPTION (MONTHLY, QUARTERLY, ANNUALLY, OR OTHERWISE), YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW UNTIL YOU CANCEL IT. YOU MAY CANCEL AT ANY TIME BY FOLLOWING THE INSTRUCTIONS ON THE SITE, AND THE CANCELLATION WILL TAKE EFFECT AT THE EXPIRATION OF THE THEN-CURRENT TERM.
We may modify the fees at any time by posting such modification on the Site, and any such modification shall go into effect thirty (30) days after it is so posted.
The Services may require data access, and the provider of such data access (e.g., network operator, wireless carrier, etc.) for the device through which you access the Services may charge you data access and other fees in connection with your use of the Site and Services, including, without limitation, wireless carrier messaging and other communication, messaging, and data fees and charges, as applicable. You shall be responsible, at your sole cost and expense, for obtaining and paying for wireless access, and under no circumstances will Splacer be responsible for any such data access fees or charges in connection with your use of the Site or Services.
6. INTELLECTUAL PROPERTY
The Site contains material, such as software, text, graphics, images, designs, sound recordings, audiovisual works, and other material provided by or on behalf of Splacer (collectively referred to as the “Content”). The Content may be owned by us or third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of this Agreement, your permission to access and/or use the Content and the Site automatically terminates and you must immediately destroy any copies you have made of the Content.
The trademarks, service marks, and logos of Splacer (the “Splacer Trademarks”) used and displayed on the Site are registered and unregistered trademarks or service marks of Splacer. Other company, product, and service names located on the Site may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Splacer Trademarks, the “Trademarks”). Nothing on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Splacer Trademarks inures to our benefit.
Elements of the Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
7. REGISTERED USER CONTENT
As noted above, the Site provides Registered Users the ability to post and upload Registered User Content. You expressly acknowledge and agree that once you submit your Registered User Content other than Secret Listings (as defined below), it will be accessible by others, and that there is no confidentiality or privacy with respect to such Registered User Content, including, without limitation, any personally identifying information that you may make available. It is also understood and agreed by you that you shall have no expectation of privacy with respect to information that you exchange with other Registered Users via the Site’s messaging functions. For the avoidance of doubt, the content of such messages between you and other Registered Users may be monitored by Splacer for compliance purposes as set forth in Section 4 above, but will not be disclosed to other Registered Users or made publicly available. YOU, AND NOT SPLACER, ARE ENTIRELY RESPONSIBLE FOR ALL REGISTERED USER CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE SITE, AND YOU WILL INDEMNIFY US IN RESPECT OF ANY LOSS, LIABILITY, CLAIM, OR DAMAGE SUFFERED OR INCURRED BY US IN CONNECTION WITH ANY SUCH REGISTERED USER CONTENT.
You retain all copyrights and other intellectual property rights in and to your own Registered User Content. You do, however, hereby grant us and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) your Registered User Content and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised. You also grant us and our sublicensees the right, but not the obligation, to use your Registered User Content, your Sign-In Name, name, likeness, and photograph in connection with any use of the related Registered User Content permitted by the previous sentence and/or to advertise and promote the Site, Splacer, the Services, and our other products and services. Without limiting the foregoing, you acknowledge and agree that uses of your Registered User Content, name, likeness, and photograph permitted by the foregoing rights and licenses may include the display of such Registered User Content, name, likeness, and photograph adjacent to advertising and other material or content, including for profit.
If you submit Registered User Content to us, each such submission constitutes a representation and warranty to Splacer that such Registered User Content is your original creation (or that you otherwise have the right to provide the Registered User Content), that you have the rights necessary to grant to Splacer the license to the Registered User Content as set forth above, and that it and its use by Splacer and third parties as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates this Agreement.
In addition, if you are a Space Provider and you submit Registered User Content in the form of a Space listing, your submission constitutes a representation and warranty to Splacer that you have the full right, power, and authority to offer the Space for rent through Splacer and to collect money in connection with the rental of the Space through Splacer.
8. SECRET LISTINGS
Splacer offers certain perks and offerings to Event Organizers who have Memberships or who have otherwise achieved status on the Site. One such perk is the ability to view a private internal database of Space listings that is not otherwise accessible to the public including other Registered Users of Splacer (“Secret Listings”). Secret Listings are unique Spaces that are made available on a private basis only to preferred Event Organizers and members. Space Providers do not have the option to list their Spaces on the Secret Listings database without Splacer’s prior approval. Generally, Secret Listings are hand-picked by the Splacer team, though occasionally Splacer will consider Spaces proposed by Space Providers for the Secret Listings database. If you are a Space Provider and would like to offer your Space as a Secret Listing, you may email Splacer with your request at firstname.lastname@example.org.
Secret Listings are considered Registered User Content hereunder and are subject to the terms and conditions of this Agreement; provided, however, that Secret Listings are kept private by Splacer, and are not made accessible by all Registered Users and Visitors of the Site, but are instead only disclosed to preferred Registered Users, namely members, at Splacer’s sole and exclusive discretion.
9. COMMUNICATIONS WITH US
Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.
10. NO WARRANTIES; LIMITATION OF LIABILITY
All Spaces are provided by the third party Space Providers, and not by Splacer; therefore, Splacer has no control over, and hereby disclaims any and all liability arising out of or associated with, the condition, quality, safety, legality or suitability of any Space. SPACE PROVIDERS AND EVENT ORGANIZERS, ON BEHALF OF THEMSELVES AND THEIR RESPECTIVE ASSIGNS, SUBROGEES, REPRESENTATIVES AND ALL OTHER PERSONS OR ENTITIES ACTING FOR, BY OR THROUGH IT, HEREBY RELEASE AND FOREVER DISCHARGE SPLACER, ITS DIRECTORS, OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES, AND INSURERS, FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, ACTIONS OR RIGHTS OF ACTION, OF WHATEVER NATURE, CHARACTER OR DESCRIPTION, FOR PERSONAL INJURY, PROPERTY DAMAGE OR DEATH THAT ARISE FROM, ARE RELATED TO OR ARE IN ANY WAY CONNECTED WITH ANY EVENT OR THE RENTING OR USE OF ANY SPACE. IN THE EVENT EITHER SPACE PROVIDER OR EVENT ORGANIZER SUFFERS ANY LOSS TO PERSON OR PROPERTY, SUCH SPACE PROVIDER OR EVENT ORGANIZER SHALL LOOK SOLELY TO ITS OWN INSURANCE COVERAGE, AND HEREBY WAIVES ANY AND ALL CLAIMS, DEMANDS, DAMAGES AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER THAT EVENT ORGANIZER OR SPACE PROVIDER, OR ITS SUCCESSORS OR ASSIGNS, MAY HAVE AGAINST SPLACER.
YOU ACKNOWLEDGE THAT THE SITE MAY CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM FAILURES. THE SITE, THE SERVICES, AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE SITE OR CONTENT WILL OPERATE ERROR-FREE OR THAT THE SITE, ITS SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SITE, THE SERVICES, OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES, NOT ATTRIBUTABLE TO PERSONAL INJURIES, THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SITE, THE SERVICES, OR THE CONTENT SHALL BE LIMITED TO THE TOTAL FEES THAT YOU HAVE PAID TO US WITHIN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO ANY CLAIM.
SOME JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.
11. EXTERNAL SITES; THIRD-PARTY VENDORS
The Site may contain links to third-party websites, including, without limitation, websites maintained or owned by other Registered Users or the websites of third-party vendors that may provide services complimentary to our Services (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of such External Sites. The External Sites are developed and provided by others, and you should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites or the third-party vendors highlighted on such External Sites, and we do not make any representations regarding the content or accuracy of materials on such External Sites or any such third-party vendors. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
12. INDEMNIFICATION; INSURANCE
You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the Content, the Site, or the Services; (iii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right; and/or (iv) your rental, booking, or use of a Space. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
Space Providers and Event Organizers must maintain adequate general liability insurance against any claim or claims that might arise out of such Space Provider’s or Event Organizer’s rental, booking, or use of a Space. Upon request by Splacer, such Space Provider or Event Organizer shall furnish an insurance certificate signed by an authorized agent evidencing such insurance coverage.
13. COMPLIANCE WITH APPLICABLE LAWS
The Site is based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access or use the Site, the Content, or the Services from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
14. TERMINATION OF THE AGREEMENT
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Site, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Site at any time without prior notice or liability. If we terminate the Agreement or discontinue the Services without cause, we shall provide you a pro-rata refund of any pre-paid, but unused, fees you have paid us in connection with any Subscription.
15. DIGITAL MILLENNIUM COPYRIGHT ACT
Splacer respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any content deemed to have been posted or distributed in violation of any such laws.
Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:
If you believe that your work has been copied on the Site in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Site where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) 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 the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
16. CONTROLLING LAW
The Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions.
17. BINDING ARBITRATION
In the event of a dispute arising under or relating to the Agreement, the Site, the Content, or the Services (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in New York, New York. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 19 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
18. CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
19. EQUITABLE RELIEF
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York for purposes of any such action by us.
20. COMMUNICATIONS DECENCY ACT NOTICE
Splacer is a provider of “interactive computer services” as defined under the Communications Decency Act, 47 U.S.C. Section 230, and as such, our liability for defamation, libel, product disparagement, and other claims arising out of any Registered User Content is limited as described therein. We are not responsible for any Registered User Content. We neither warrant the accuracy of the Registered User Content nor exercise any editorial control over Registered User Content, nor do we assume any legal obligation for editorial control of Registered User Content or liability in connection with Registered User Content, including any responsibility or liability for investigating or verifying the accuracy of any Registered User Content.
If the Agreement is terminated in accordance with the Termination provision above, such termination shall not affect the validity of Sections 5 through 21, which shall remain in full force and effect.
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
Copyright 2018 Splacer Inc. All rights reserved.
Additional Space Provider Terms
1. SPACE PROVIDER REPRESENTATIONS AND WARRANTIES
Space Provider hereby represents and warrants that (i) any and all information in any registration questionnaire is truthful and accurate, (ii) the Space is safe for purposes of any booked Event and conforms to all applicable laws, regulations, and codes, and (iii) it has the full right, power, and authority to offer the Space for rent through Splacer and to collect money in connection with the rental of the Space through Splacer. All representations and warranties run to the benefit of Splacer and Event Organizers.
2. EVENT RULES FOR SPACE PROVIDERS
Space Provider, not Splacer, is solely responsible for obtaining any and all permits and/or approvals necessary to rent out a Space, to host Events, or to otherwise use the Services. Space Provider, not Splacer, is solely responsible for paying all applicable taxes, levies, or fees with respect to providing use of a Space. Space Provider, not Splacer, is responsible for obtaining and maintaining insurance policy or policies sufficient to cover the use of each Space offered via the Site. Splacer reserves the right at any time to refuse to list a Space or cancel the listing of a Space or to remove a Space listing for any reason whatsoever. Space Providers agree that there shall be no recourse against Splacer for exercising its right to refuse a listing, or for removing the listing of a Space from the Site.
3. CANCELLING A BOOKED EVENT
You must submit all cancellations through the Splacer platform. Your cancellation of a booked Event is not effective unless and until you have requested the cancellation through your Splacer account. You acknowledge and agree that any and all Transaction Fees (as defined below) are 100% non-cancellable and non-refundable.
You may only cancel one booked Event in any six (6) month period, and if you cancel any booked Event less than thirty (30) days prior to the Event Date, you will be charged a cancellation fee equal to the greater of $100 or fifteen percent (15%) of the Total Booking Fees (as defined below) for the canceled Event, in addition to any Transaction Fees paid by the Event Organizer (which Splacer may refund to the Event Organizer in its discretion). We will automatically deduct any applicable cancellation fees for which you are responsible from any fees or amounts owed by Splacer to you.
If you cancel any booked Event, your calendar will stay blocked for the cancelled Event Date and you will not be able to accept another reservation for the same date of the canceled reservation.
Additional Event Organizer Terms
1. EVENT ORGANIZER REPRESENTATIONS AND WARRANTIES
Event Organizer is responsible for (a) its own compliance, and the compliance of all individuals provided access to the Space in connection with an Event, with all laws, regulations, codes, Booking Terms, and terms and conditions of this Agreement and (b) leaving a rented Space in the same condition as it was found, excluding ordinary wear and tear. All representations and warranties run to the benefit of Splacer and Space Providers.
2. EVENT RULES FOR EVENT ORGANIZERS
Event Organizer is authorized to use the Space to hold the Event solely in accordance with the Booking Terms and the description of the Event as set forth on in Event Organizer’s request for Quote, unless Space Provider gives Event Organizer prior written authorization for additional permitted uses. Space Provider shall have the right to enter the Space at any time and for any reason, including, without limitation, any emergency or threatened emergency that may pose a danger to the Space or an injury to any person in or near the Space.
Event Organizer must take adequate measures to confirm the identification and age of those wishing to drink during the event taking place in the Space. It is illegal to serve alcohol to or purchase alcoholic beverages for a minor. NO INDIVIDUAL UNDER THE AGE OF 21 MAY PURCHASE OR CONSUME ALCOHOL IN CONNECTION WITH ANY EVENT.
All equipment, installments, decorations, and personal property of Event Organizer or any of Event Organizer’s service providers, guests or invitees must be removed from the Space by the conclusion of the Event. Unless otherwise agreed to in writing by Space Provider, any such equipment, installments, decorations, or personal property left in the Space after the Event shall be considered abandoned and may be disposed of by Space Provider accordingly. If any property or equipment is left in the Space after the designated end time of the Event, or if any individuals remain in the Space past such time, you may be subject to overtime fees in accordance with the Booking Terms.
Event Organizer shall leave the Space in the same or similar condition as when Event Organizer entered the Space. Event Organizer shall be responsible for any damage caused to the Space during the Event, beyond ordinary wear and tear, and shall be responsible for any repair needed to remedy such damage. In the event that Event Organizer does not satisfactorily remedy any such damage, Space Provider shall be entitled to make the necessary repairs at Event Organizer’s expense. If any such charges exceed the agreed Security Deposit (which, for avoidance of doubt, may be charged at the time an Event is booked or after such Event) Event Organizer shall reimburse Space Provider for any such repairs within thirty (30) days of receipt of Space Provider’s written request for reimbursement.
3. CANCELLING A BOOKED EVENT
You must submit all cancellations through the Splacer platform. Your cancellation of a booked Event is not effective unless and until you have requested the cancellation through your Splacer account. You acknowledge and agree that any and all Transaction Fees are 100% non-cancellable and non-refundable, except when otherwise designated in the Splacer cancellation policy, and that the Usage Fees and Security Deposit are refundable only to the extent designated by Space Provider in the applicable Quote.
Each booked Event will be subject to the cancellation policy designated by the applicable Space Provider. YOU WILL NOT BE ENTITLED TO ANY REFUND IN RESPECT OF CANCELLATIONS MADE NOT IN ACCORDANCE WITH THE APPLICABLE CANCELLATION POLICY.
4. EVENT AND TRANSACTION FEES; DEPOSITS
You must provide current, complete, and accurate billing and credit card information in connection with each booked Event. You must promptly contact us if your credit card is lost or stolen, or if you become aware of a potential breach of account security (such as an unauthorized disclosure or use of your Sign-In Name or Password). If payment is not received from your credit card issuer, you hereby agree to pay all amounts due upon demand. You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In certain instances, the issuer of your credit card may charge you a foreign transaction fee or related charges, which you will be responsible to pay. You are advised to check with your bank and credit card issuer for details.
You agree that your approved payment facility may be charged after an Event for any damages or overtime fees chargeable to you in accordance with this Agreement and the Booking Terms.
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