Terms of Service
Last Updated: April 1, 2017
Welcome to the Special Guest, Inc. (“Special Guest,” “us,” and “we”)
website and application. Special Guest provides an online service
designed to allow users to connect with and book live entertainment for
traditional and non-traditional venues, including bars, restaurants,
weddings, backyard parties, and children’s parties.
CAREFULLY. THIS AGREEMENT FORMS A BINDING AGREEMENT BETWEEN SPECIAL
GUEST AND YOU. BY ACCESSING OR USING THE WEBSITE LOCATED AT
[SPECIALGUESTAPP.COM] (THE “WEBSITE”) OR ANY OF THE MOBILE OR OTHER APPLICATIONS (EACH, AN “APPLICATION”) IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE OR APPLICATIONS (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”),
CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS,
DOWNLOADING ANY APPLICATION(S) AND/OR MERELY BROWSING THE WEBSITE OR
APPLICATION(S), YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND
AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A
BINDING CONTRACT WITH SPECIAL GUEST, AND (3) YOU HAVE THE AUTHORITY TO
ENTER INTO THIS AGREEMENT PERSONALLY. THE TERM “YOU” REFERS TO THE INDIVIDUAL WHO IS ACCESSING OR USING THE SERVICES AND IS BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE WEBSITE, THE APPLICATION(S) OR THE SERVICES.
PLEASE BE AWARE THAT SECTION 18 OF THIS AGREEMENT, BELOW,
CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST
EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT
AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN
PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH
LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO
BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION
AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK
RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS
MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU
ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A
JURY TRIAL ON YOUR CLAIMS.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE
WEBSITE, APPLICATION(S) AND/OR ANY SERVICE WILL BE GOVERNED AND
INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT
WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY
PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER
JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE
INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”)
or will be presented to you for your acceptance when you sign up to use
Supplemental Terms, the Supplemental Terms will control with respect to
referred to herein as the “Terms.”
PLEASE NOTE THAT The Terms are subject to change by SPECIAL GUEST in
its sole discretion at any time. When changes are made, Special Guest
will make a new copy of the Agreement available at the Website and
within the Application. We will also update the “Last Updated” date at
the top of the Agreement. If we make any material changes, and you have
registered with us to create an Account (as defined in Section 2.1
below) to use the Services, we will also send an e-mail to you at the
last e-mail address you provided to us pursuant to the Agreement. Any
changes to the Terms will be effective immediately for new users of the
Website, the Application and/or Services and will be effective thirty
(30) days after posting of notice of such changes for existing users,
provided that any material changes will be effective for users who have
an Account with us upon the earlier of thirty (30) days after posting of
notice of such changes or thirty (30) days after dispatch of an e-mail
notice of such changes to Registered Users (defined in Section 3.1
below). Special Guest may require you to provide consent to the updated
Agreement in a specified manner before further use of the Website, the
Application and/or the Services is permitted. If you do not agree to any
change(s) after receiving a notice of such change(s), you will stop
using the Website, the Application and/or the Services. Otherwise, your
continued use of the Website, the Application and/or Services
constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK
THE WEBSITE AND/OR APPLICATION TO VIEW THE THEN-CURRENT TERMS.
Use of the Services and Special Guest Properties.
The Application, the Website, the Services, and the information,
software and content available on the Website and in the Application,
and the Services (collectively, the “Special Guest Properties”)
are protected by intellectual property laws throughout the world.
Subject to this Agreement, Special Guest grants you a limited license to
reproduce portions of Special Guest Properties for the sole purpose of
using the Services for your personal purposes. Unless otherwise
specified by Special Guest in a separate license, your right to use any
of Special Guest Properties is subject to the Terms.
- How the Services Work. The Services make available a scheduling and booking platform that connects entertainers (“each, an “Entertainer”) with users who would like to book live entertainment at a traditional or non-traditional venue (each, a “Venue”) for their non-ticketed events, such as dinner parties, weddings, and corporate holiday parties (each, an “Event”).
Entertainers create online profiles which feature the entertainment
services they offer. In the event a Venue decides it wants to engage the
services of the Entertainer, the Venue can request a reservation for
the Event. Upon acceptance of such reservation by the Entertainer (such
reserved Event, a “Booked Event”), the Venue will make
available to the Entertainer the necessary information for the Event,
and the Venue will be charged in accordance with Section 3 below.
- Application License.
Subject to your compliance with the Terms, Special Guest grants you a
limited non-exclusive, non-transferable, non-sublicensable, revocable
license to download, install and use the Application on mobile devices
that you own or control and to run such copy of the Application solely
for your own personal purposes. Furthermore, with respect to any
Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”),
you will only use the App Store Sourced Application (i) on an
Apple-branded product that runs the iOS and (ii) as permitted by the
“Usage Rules” set forth in the Apple App Store Terms of Service.
- Software. Use of any
software and associated documentation, other than the Application, that
is made available via the Website or the Services (“Software”)
is governed by this Agreement. Subject to your compliance with this
Agreement, Special Guest grants you a non-assignable, non-transferable,
non-sublicensable, revocable non-exclusive license to use the Software
for the sole purpose of enabling you to use the Services in the manner
permitted by this Agreement.
- Open Source Software. Some of the software
in our Application(s) or Software may be licensed by third parties under
various “open-source” or “public-source” software licenses (such as the
GNU General Public License, the GNU Lesser General Public License, the
Apache License, the Berkeley Software Distribution License, and the MIT
License) (collectively, the “Open Source Software”).
Notwithstanding anything to the contrary in this Agreement, the Open
Source Software is not licensed under Section 1.1 and instead is
separately licensed pursuant to the terms and conditions of their
respective open-source software licenses. You agree to comply with the
terms and conditions of such open-source software license agreements.
- Updates. Special Guest may
from time to time develop patches, bug fixes, updates, upgrades and
other modifications to improve the performance of the Services and
related Services (“Updates”). These Updates may be
automatically installed without providing any additional notice or
receiving any additional consent. You consent to this automatic update.
If you do not want such Updates, your remedy is to terminate your
Account (defined below). If you do not terminate your Account, you will
receive Updates automatically. You acknowledge that you may be required
to install Updates to use the Special Guest Properties and you agree to
promptly install any Updates Special Guest provides. Your continued use
of the Special Guest Properties is your agreement to this Agreement with
respect to the Special Guest Properties.
- No Support or Maintenance.
You acknowledge and agree that Special Guest will have no obligation to
provide you with any support or maintenance in connection with the
Services or Special Guest Properties.
- Certain Restrictions. The
rights granted to you in the Terms are subject to the following
restrictions: (a) you will not license, sell, rent, lease, transfer,
assign, reproduce, distribute, host or otherwise commercially exploit
Special Guest Properties or any portion of Special Guest Properties; (b)
you will not frame or utilize framing techniques to enclose any
trademark, logo, or other Special Guest Properties (including images,
text, page layout or form); (c) you will not use any metatags or other
“hidden text” using Special Guest’s name or trademarks; (d) you will not
modify, translate, adapt, merge, make derivative works of, disassemble,
decompile, reverse compile or reverse engineer any part of Special
Guest Properties except to the extent the foregoing restrictions are
expressly prohibited by applicable law; (e) you will not use any manual
or automated software, devices or other processes (including but not
limited to spiders, robots, scrapers, crawlers, avatars, data mining
tools or the like) to “scrape” or download data from any web pages
contained in the Website (except that we grant the operators of public
search engines revocable permission to use spiders to copy materials
from the Website for the sole purpose of and solely to the extent
necessary for creating publicly available searchable indices of the
materials, but not caches or archives of such materials); (f) you will
not access Special Guest Properties in order to build a similar or
competitive website, application, product or service; (g) except as
expressly stated herein, no part of Special Guest Properties may be
copied, reproduced, distributed, republished, downloaded, displayed,
posted or transmitted in any form or by any means; and (h) you will not
remove or destroy any copyright notices or other proprietary markings
contained on or in Special Guest Properties. Any future release, update
or other addition to Special Guest Properties will be subject to the
Terms. Special Guest, its suppliers and service providers reserve all
rights not granted in the Terms. Any unauthorized use of Special Guest
Properties terminates the licenses granted by Special Guest pursuant to
the Terms. You acknowledge that the Services contains valuable trade
secrets and proprietary information of Special Guest, that any actual or
threatened breach of this Section 1.6 with respect to the Services will
constitute immediate, irreparable harm to Special Guest for which
monetary damages would be an inadequate remedy, and that injunctive
relief is an appropriate remedy for such breach.
- Third-Party Materials. As a
part of Special Guest Properties, you may have access to materials that
are hosted by another party. You agree that it is impossible for
Special Guest to monitor such materials and that you access these
materials at your own risk.
- Registering your Account.
In order to access certain features of Special Guest Properties you may
be required to become a Registered User. For purposes of the Terms, a “Registered User” is a user who has registered an account on the Website or Application(s) (“Account”).
You may register for the Account as an Entertainer or as a Venue.
Depending on what type of Account you have, you may be entitled to
different permissions under the Services.
- Entertainer Accounts. If you register for an
Account as an Entertainer, you agree to pay any subscription fees
associated with your Account. Your subscription will continue
indefinitely until terminated in accordance with this Agreement. After
your initial subscription period, and again after any subsequent
subscription period, your subscription will automatically commence on
the first day following the end of such period (each a “Renewal
Commencement Date”) and continue for an additional period of equal
length, at Special Guest’s then-current price for such subscription. You
agree that your Account will be subject to this automatic renewal
feature unless you cancel your subscription prior to the Renewal
Commencement Date by logging into and going to the “Change/Cancel
Membership” page of your “Account Settings” page or contacting Special
Guest at email@example.com. If
you cancel your subscription, you may use your subscription until the
end of the then-current subscription period; your subscription will not
be renewed after the end of such month. However, you will not be
eligible for a prorated refund of any portion of the subscription fee
paid for the then-current month. By subscribing, you authorize Special
Guest to charge your payment provider as identified upon registration
now, and again at the beginning of any subsequent renewal period. Upon
renewal of your subscription, if Special Guest does not receive payment
from your payment provider, (i) you agree to pay all amounts due on your
Account upon demand, and/or (ii) you agree that Special Guest may
either terminate or suspend your subscription and continue to attempt to
charge your payment provider until payment is received (upon receipt of
payment, your Account will be activated and for purposes of automatic
renewal, your new subscription commitment period will begin as of the
day payment was received).
- Registration Data. In
registering for the Services, you agree to (a) provide true, accurate,
current and complete information about yourself as prompted by the
Services’ registration form (the “Registration Data”);
and (b) maintain and promptly update the Registration Data to keep it
true, accurate, current and complete. You represent that you are (1) at
least thirteen (13) years old; (2) of legal age to form a binding
contract; and (3) not a person barred from using Special Guest
Properties under the laws of the United States, your place of residence
or any other applicable jurisdiction. You are responsible for all
activities that occur under your Account. You agree that you will
monitor your Account to restrict use by minors, and you will accept full
responsibility for any unauthorized use of Special Guest Properties by
minors. You may not share your Account or password with anyone, and you
agree to (A) notify Special Guest immediately of any unauthorized use of
your password or any other breach of security; and (B) exit from your
Account at the end of each session. You agree not to create an Account
using a false identity or information, or on behalf of someone other
than yourself. You agree that you will not have more than one Account
per platform at any given time. Special Guest reserves the right to
remove or reclaim any usernames at any time and for any reason. You
agree not to create an Account or use the Special Guest Properties if
you have been previously removed by Special Guest, or if you have been
previously banned from any of Special Guest Properties.
- Necessary Equipment and Software.
You must provide all equipment and software necessary to connect to
Special Guest Properties, including but not limited to, a mobile device
that is suitable to connect with and use Special Guest Properties. You
are solely responsible for any fees, including Internet connection or
mobile fees, that you incur when accessing Special Guest Properties.
Event Fees and Refunds
- Venue Payment. Each Venue will pay the fees for each Event in advance in accordance with the pricing as determined by the Entertainer (“Entertainer Fee”), plus a twenty percent (20%) booking fee for Special Guest (“Booking Fee”, and together with the Entertainer Fee, the “Fees”.
Venue acknowledges that the Fees may change from time to time, in the
sole discretion of the Entertainer (with respect to the Entertainer Fee)
or Special Guest (with respect to the Booking Fee). By reserving an
Entertainer for an Event, you agree that your payment provider as
identified upon registration may be charged for the full amount of the
Fees prior to the Event. Venues shall be solely responsible for the
costs required by any venue for an Event, and shall be solely
responsible for obtaining all necessary permissions and consents
required to host the Event at any such venue.
- Entertainer Compensation.
If you are an Entertainer, following the Event, Special Guest will remit
the Entertainer Fee it has collected from such Venue for that Event.
- Payment Information. All
information that you provide to us or our third party payment processor
must be accurate, current and complete. By organizing any Event, you
authorize Special Guest to charge your payment card in accordance with
this Section 3. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT
TO USE ANY PAYMENT CARD(S) OR OTHER PAYMENT MEANS USED TO PAY ANY
CONTRIBUTION. You agree to pay all charges incurred by you or any users
of your Member Account and payment card (or other applicable payment
mechanism). Verification of information applicable to payments made by
Guests may be required prior to your attendance of any Event.All
payments by Venue are made via our third party payment processor, who
will remit a Booking Fee to Special Guest, and the Entertainer Fee to
the Entertainer. You will be responsible for paying any applicable taxes
relating to your payments and will indemnify and hold harmless Special
Guest from any and all taxes, including sales tax, based on any payments
made by you via the Services. Special Guest does not make any
representation or render any advice as to the potential tax implications
of any payments made via the Services, or Event, and you should consult
your tax professional with regards to the same.
- Cancellation Fees.If you, as a Venue, cancel
your Booked Event (a) prior to the cancellation window as specified at
the time of booking, you will receive a full refund of all Fees paid; or
(b) after the cancellation window as specified at the time of booking,
you will not receive any refund of Fees paid.
- Refunds and Credits.Special Guest’s third
party payment processor will hold all pre-paid amounts in escrow up
until twenty four hours after the scheduled end-time for such Event, at
which time the pre-paid amount will be paid out to the Entertainer in
accordance with this Section 3. In the event you, as a Venue, are
dissatisfied with any Event due to Entertainer’s services, you may
submit a complaint within 24 hours of the scheduled end-time of the
applicable Event to Special Guest’s customer service department by
emailing Special Guest at firstname.lastname@example.org.
Please include in your email: your name, contact information, the date
and time of the Event you attended, and a description of your complaint.
Special Guest reserves the right, in its sole discretion, but is not
obligated, to issue refunds or credits. Notwithstanding the foregoing,
in the event any Booked Event is cancelled by the Entertainer prior to
the scheduled date and time, you will be refunded all amounts prepaid by
you in connection with such Event.
YOU ACKNOWLEDGE AND AGREE DISSATISFACTION WITH THE ENTERTAINER’S
SERVICES PROVIDED DURING, OR OVERALL ENJOYMENT OF, ANY EVENT IS NOT, BY
ITSELF, SUFFICIENT GROUNDS TO RECEIVE A REFUND.
Responsibility for Content
- Types of Content. You
acknowledge that all information, data, text, software, music, sound,
photographs, graphics, video, messages, tags and/or other materials
accessible through Special Guest Properties (collectively, “Content”),
including the Special Guest Properties, is the sole responsibility of
the party from whom such Content originated. This means that you, and
not Special Guest, are entirely responsible for all Content that you
upload, post, e-mail, transmit or otherwise make available (“Make Available”) through Special Guest Properties or data collected by or related to the Services and your use thereof (“Data”) (collectively, “Your Content”),
and that you and other Users of Special Guest Properties, and not
Special Guest, are similarly responsible for all Content they Make
- No Obligation to Pre-Screen Content.
You acknowledge that Special Guest has no obligation to pre-screen
Content (including, but not limited to, User Content), although Special
Guest reserves the right in its sole discretion to pre-screen, refuse or
remove any Content. By entering into the Terms, you hereby provide your
irrevocable consent to such monitoring. You acknowledge and agree that
you have no expectation of privacy concerning the transmission of Your
Content, including without limitation chat, text or voice
communications. In the event that Special Guest pre-screens, refuses or
removes any Content, you acknowledge that Special Guest will do so for
Special Guest’s benefit, not yours. Without limiting the foregoing,
Special Guest shall have the right to remove any Content that violates
the Terms or is otherwise objectionable.
- Storage. Unless expressly
agreed to by Special Guest in writing elsewhere, Special Guest has no
obligation to store any of Your Content that you Make Available on
Special Guest Properties. Special Guest has no responsibility or
liability for the deletion or accuracy of any Content, including Your
Content; the failure to store, transmit or receive transmission of
Content; or the security, privacy, storage, or transmission of other
communications originating with or involving use of Special Guest
Properties. Certain Services may enable you to specify the level at
which such Services restrict access to Your Content. You are solely
responsible for applying the appropriate level of access to Your
Content. If you do not choose, the system may default to its most
permissive setting. You agree that Special Guest retains the right to
create reasonable limits on Special Guest’s use and storage of the
Content, including Your Content, such as limits on file size, storage
space, processing capacity, and similar limits described on the Website
and as otherwise determined by Special Guest.
- Special Guest Properties.
Except with respect to Your Content and User Content, you agree that
Special Guest and its suppliers own all rights, title and interest in
Special Guest Properties. You will not remove, alter or obscure any
copyright, trademark, service mark or other proprietary rights notices
incorporated in or accompanying Special Guest Properties.
- Trademarks. “Special
Guest”, and other related graphics, logos, trademarks, service marks and
trade names used on or in connection with Special Guest Properties are
the trademarks of Special Guest and may not be used without permission
in connection with any third-party products or services. Other
trademarks, service marks and trade names that may appear on or in
Special Guest Properties are the property of their respective owners.
- Other Content. Except with
respect to Your Content, you agree that you have no right or title in or
to any Content or other data that appears on or in Special Guest
- Your Content. Special Guest does not claim
ownership of Your Content. However, when you as a User post or publish
Your Content on or in Special Guest Properties, you represent that you
own and/or have a royalty-free, perpetual, irrevocable, worldwide,
non-exclusive right (including any moral rights) and license to use,
license, reproduce, modify, adapt, publish, translate, create derivative
works from, distribute, derive revenue or other remuneration from, and
communicate to the public, perform and display such Content (in whole or
in part) worldwide and/or to incorporate it in other works in any form,
media or technology now known or later developed, for the full term of
any worldwide intellectual property right that may exist in such
Content. Subject to any applicable account settings that you select, you
grant Special Guest a fully paid, royalty-free, perpetual, irrevocable,
worldwide, royalty-free, non-exclusive and fully sublicensable right
(including any moral rights) and license to use, license, distribute,
reproduce, modify, adapt, publicly perform, and publicly display, Your
Content (in whole or in part) for the purposes of operating and
providing Special Guest Properties to you and to our other users. Please
remember that other users may search for, see, use, modify and
reproduce any of Your Content that you submit to any “public” area of
Special Guest Properties. You warrant that the holder of any worldwide
intellectual property right, including moral rights, in Your Content,
has completely and effectively waived all such rights and validly and
irrevocably granted to you the right to grant the license stated above. You
agree that you, not Special Guest, are responsible for all of Your
Content that you Make Available on or in Special Guest Properties.
- Your Account.
Notwithstanding anything to the contrary herein, you acknowledge and
agree that you will have no ownership or other property interest in your
Account, and you further acknowledge and agree that all rights in and
to your Account are and will forever be owned by and inure to the
benefit of Special Guest.
- Feedback. You agree that
submission of any ideas, suggestions, documents, and/or proposals to
Special Guest through email or its suggestion, feedback, wiki, forum or
similar pages (“Feedback”) is at your own risk and that
Special Guest has no obligations (including, without limitation,
obligations of confidentiality) with respect to such Feedback. You
represent and warrant that you have all rights necessary to submit the
Feedback. You hereby grant to Special Guest a fully paid, royalty-free,
perpetual, irrevocable, worldwide, non-exclusive, and fully
sublicensable right and license to use, reproduce, perform, display,
distribute, adapt, modify, re-format, create derivative works of, and
otherwise commercially or non-commercially exploit in any manner, any
and all Feedback, and to sublicense the foregoing rights, in connection
with the operation and maintenance of Special Guest Properties.
- Commercial Activities. You agree that you will not, under any circumstances (except to the extent expressly authorized by the Terms):
- Reproduce, duplicate, copy, sell, trade, resell or exploit for any
commercial purpose any portion of Special Guest Properties (including
your Account), or access to or use of Special Guest Properties;
- Upload, post, e-mail, transmit or otherwise make available any
unsolicited or unauthorized advertising, promotional materials, “junk
mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of
- Use Special Guest Properties or any part thereof for any commercial
purpose, including, but not limited to communicating or facilitating any
commercial advertisement or solicitation.
- Unauthorized Use or Access. You agree that you will not, under any circumstances:
- Interfere or attempt to interfere with the proper functioning of
Special Guest Properties or connect to or use Special Guest Properties
in any way not expressly permitted by the Terms;
- Disrupt or interfere with the security of, or otherwise cause harm
to, Special Guest Properties, systems, resources, accounts, passwords,
servers or networks connected to or accessible through Special Guest
Properties or any affiliated or linked sites;
- Avoid, bypass, remove, deactivate, impair, descramble, or otherwise
circumvent any technological measure implemented by Special Guest or any
of Special Guest’s providers or any other third party (including
another user) to protect Special Guest Properties;
- Reverse engineer, decompile, disassemble, decipher or otherwise
attempt to derive the source code for any underlying software or other
intellectual property used to provide Special Guest Properties, or to
obtain any information from Special Guest Properties;
- Upload, post, e-mail, transmit or otherwise make available any
material that contains software viruses or any other computer code,
files or programs designed to interrupt, destroy or limit the
functionality of any computer software or hardware or telecommunications
- Solicit or attempt to solicit personal information from other users of Special Guest Properties; or
- Use Special Guest Properties to collect, harvest, transmit,
distribute, post or submit any information concerning any other person
or entity, including without limitation, photographs of others without
their permission, personal contact information or credit, debit, calling
card or account numbers.
- General. In connection with your use of Special Guest Properties, you shall not:
- Make Available any Content that (i) is unlawful, tortious,
defamatory, vulgar, obscene, libelous, or racially, ethnically or
otherwise objectionable; (ii) violates, or encourages any conduct that
would violate, any applicable law or regulation or would give rise to
civil liability; (iii) promotes discrimination, bigotry, racism, hatred,
harassment or harm against any individual or group; (iv) is violent or
threatening, or promotes violence or actions that are threatening to any
other person; or (v) promotes illegal or harmful activities;
- Harm minors in any way;
- Impersonate any person or entity, including, but not limited to,
Special Guest personnel, or falsely state or otherwise misrepresent your
affiliation with a person or entity;
- Make available any Content that you do not have a right to Make
Available under any law or under contractual or fiduciary relationships
(such as inside information, proprietary and confidential information
learned or disclosed as part of employment relationships or under
- Make Available any Content that infringes the rights of any person
or entity, including without limitation, any patent, trademark, trade
secret, copyright, privacy, publicity or other proprietary or
- Intentionally or unintentionally violate any applicable local,
state, national or international law or regulation, or any order of a
- Register for more than one Account or register for an Account on behalf of an individual other than yourself;
- Stalk or otherwise harass any other user of the Special Guest Properties; or
- Advocate, encourage or assist any third party in doing any of the foregoing activities in this section.
- Ratings and reviews. The Services allow users to post reviews, ratings and comments about Events, Venues, and Entertainers (collectively, “Reviews”),
and you are solely responsible for any content, opinion, statement,
recommendation or advice contained therein. Reviews posted on our
Services are User Content that is not endorsed by Special Guest and does
not represent the views of Special Guest. You acknowledge that any
opinions, statement, recommendation, ratings, offers, advice or other
information presented or disseminated in any Review are those of their
respective authors who are solely responsible and liable for their
content. Special Guest shall have the right, but not the obligation to
monitor or review any Reviews at any time. Special Guest reserves the
right to refuse to post or remove any material submitted or posted in
any Review. Notwithstanding the foregoing, you acknowledge that Special
Guest is under no obligation to edit or modify any information available
in any Reviews or decide any dispute or disagreement between the
posters and shall have no liability to you for any content posted in a
Review. Special Guest does not assume liability for Reviews or for any
claims for economic loss resulting from such ratings and reviews.
Because we expect users to maintain a high level of integrity with
respect to ratings and reviews posted through the Services, you agree:
(i) to base any rating or review you post only on your first-hand
experience with the applicable Entertainer; (ii) you will not provide a
rating or review for any Entertainer with respect to which you have an
employment relationship or other affiliation; (iii) you will not submit a
rating or review in exchange for payment or other benefits from any
individual or entity; and (iv) your review will comply with the terms of
this Agreement. If Special Guest determines, in our sole discretion,
that any rating or review could diminish the integrity of the ratings
and reviews, we may exclude such User Content without notice.
Special Guest may, but is not obligated to, monitor or review Special
Guest Properties at any time. Although Special Guest does not generally
monitor user activity occurring in connection with Special Guest
Properties, if Special Guest becomes aware of any possible violations by
you of any provision of the Terms, Special Guest reserves the right to
investigate such violations, and Special Guest may, at its sole
discretion, immediately terminate your license to use Special Guest
Properties, without prior notice to you.
Interactions with Other Users
You are solely responsible for your interactions with other users of
the Services, including Entertainers or Venues, and any other parties
with whom you interact through the Services; provided, however, that
Special Guest reserves the right, but has no obligation, to intercede in
such disputes. You agree that Special Guest will not be responsible for
any liabilities incurred as the result of such interaction. Special
Guest Properties may contain User Content provided by other users.
Special Guest is not responsible for and does not control User Content.
Special Guest has no obligation to review or monitor, and does not
approve, endorse or make any representations or warranties with respect
to User Content. You use all User Content and interact with other users
at your own risk.
- Third-Party Websites, Applications & Ads.
Special Guest Properties may contain links to third-party websites and
applications and advertisements for third parties (collectively, “Third-Party Websites, Applications & Ads”).
When you click on a link to a third-party website, application or ad,
we will not warn you that you have left Special Guest Properties and are
subject to the terms and conditions (including privacy policies) of
another website or destination. Such Third-Party Websites, Applications
& Ads are not under the control of Special Guest and Special Guest
is not responsible for any Third-Party Websites, Applications & Ads.
Special Guest provides these Third-Party Websites, Applications &
Ads only as a convenience and does not review, approve, monitor,
endorse, warrant, or make any representations with respect to
Third-Party Websites, Applications & Ads, or their products or
services. You use all links in Third-Party Websites, Applications &
Ads at your own risk. When you leave our Website, our Terms and policies
no longer govern. You should review applicable terms and policies,
including privacy and data gathering practices, of any Third-Party
Websites & Applications, and should make whatever investigation you
feel necessary or appropriate before proceeding with any transaction
with any third-party.
- App Stores. You acknowledge
and agree that the availability of the Application(s) and the Services
is dependent on the third-party from which you received the Application
license, e.g., the Apple App Store or Google Play (“App Store”).
You and Special Guest acknowledge that this Agreement is between you
and Special Guest and not with the App Store and that Special Guest, and
not the App Store, is responsible for the Application(s) and the
content thereof. Special Guest is responsible for providing any
maintenance and support services with respect to the Application(s) and
the App Store has no obligation whatsoever to furnish any maintenance
and support services with respect to the Application(s). Special Guest
is solely responsible for any product warranties, whether express or
implied by law, to the extent not effectively disclaimed. In the event
of any failure of the Application(s) to conform to any applicable
warranty, you may notify the App Store, and the App Store may refund the
purchase price for the Application(s) to you; and to the maximum extent
permitted by applicable law, the App Stores will not have any other
warranty obligation whatsoever with respect to the Application(s), and
any other claims, losses, liabilities, damages, costs or expenses
attributable to any failure to conform to any warranty will be Special
Guest’s sole responsibility. You and Special Guest acknowledge that
Special Guest, and not the App Store, is responsible for addressing any
claims relating to the Application(s) or your possession and/or use of
the Application(s), including, but not limited to: (1) product liability
claims; (2) any claim that the Application(s) fail to conform to any
applicable legal or regulatory requirement; and (3) claims arising under
consumer protection or similar legislation. You and Special Guest
acknowledge that, in the event of any third party claim that the
Application(s) infringe or your possession and use of the Application(s)
infringe that third party’s intellectual property rights, Special
Guest, and not the App Store, will be solely responsible for the
investigation, defense, settlement and discharge of any such
intellectual property infringement claim. You represent and warrant that
(i) you are not located in a country that is subject to a U.S.
Government embargo, or that has been designated by the U.S. Government
as a “terrorist supporting” country; and (ii) you are not listed on any
U.S. Government list of prohibited or restricted parties. You agree to
comply with, and your license to use the Application(s) is conditioned
upon your compliance with, all applicable third party terms of agreement
(e.g., the App Store’s terms and policies and the Usage Rules) when
using the Application(s). Special Guest and you acknowledge and agree
that the App Stores and their subsidiaries, are third party Special
Guest of this Agreement, and that, upon your acceptance of the terms and
conditions of this Agreement, the App Stores will have the right (and
will be deemed to have accepted the right) to enforce this Agreement
against you as a third party beneficiary thereof.
You agree to indemnify and hold Special Guest, its parents,
subsidiaries, affiliates, officers, employees, agents, partners and
licensors (collectively the “Special Guest Parties”)
harmless from any losses, costs, liabilities and expenses (including
reasonable attorneys’ fees) relating to or arising out of: (a) your use
of, or inability to use, Special Guest Properties; (b) your violation of
the Terms; (c) your violation of any rights of another party, including
any user; (d) your violation of any applicable laws, rules or
regulations; (e) as a Venue, your failure to secure any permissions and
consents necessary to hold the Event at a given location; and (f) as a
Venue, the acts or omissions of your guests at any Event. Special Guest
reserves the right, at its own cost, to assume the exclusive defense and
control of any matter otherwise subject to indemnification by you, in
which event you will fully cooperate with Special Guest in asserting any
available defenses. This provision does not require you to indemnify
any of the Special Guest Parties for any unconscionable commercial
practice by such party or for such party’s fraud, deception, false
promise, misrepresentation or concealment, suppression or omission of
any material fact in connection with the Website or any Services
provided hereunder. You agree that the provisions in this Section 10
will survive any termination of your Account, the Terms, or your use of
or access to Special Guest Properties.
- As-Is. UNLESS EXPRESSLY
AGREED TO BY SPECIAL GUEST ELSEWHERE IN WRITING AND TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, SPECIAL GUEST PROVIDES SPECIAL GUEST
PROPERTIES “AS-IS” AND “AS-AVAILABLE” BASIS, WITH ALL FAULTS, AND
EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS,
IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND
NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. SPECIAL GUEST DOES NOT GUARANTEE
ANY SPECIFIC RESULTS FROM THE USE OF SPECIAL GUEST PROPERTIES OR THAT
ANY RESULTS WILL BE ACCURATE OR RELIABLE. SPECIAL GUEST MAKES NO
WARRANTY THAT SPECIAL GUEST PROPERTIES WILL MEET YOUR REQUIREMENTS, BE
UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR
ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED.
- YOU USE OF THE SPECIAL GUEST PROPERTIES IS AT YOUR OWN DISCRETION
AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR (AND SPECIAL GUEST
DISCLAIMS) ANY AND ALL LOSS, LIABILITY, OR DAMAGES, INCLUDING TO YOUR
HOME, MOBILE DEVICE, AND ALL OTHER ITEMS IN YOUR HOME, RESULTING FROM
YOUR USE OF SPECIAL GUEST PROPERTIES.
- No Liability for Conduct of Third Parties.
YOU ACKNOWLEDGE AND AGREE THAT SPECIAL GUEST PARTIES ARE NOT LIABLE,
AND YOU AGREE NOT TO SEEK TO HOLD SPECIAL GUEST PARTIES LIABLE, FOR THE
CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND
THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
- No Liability for Conduct of Other Users.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND
INTERACTIONS WITH OTHER USERS OF SPECIAL GUEST PROPERTIES. YOU
UNDERSTAND THAT SPECIAL GUEST DOES NOT MAKE ANY ATTEMPT TO VERIFY THE
STATEMENTS OF USERS OF SPECIAL GUEST PROPERTIES.
Limitations of the Services
- System Requirements. The
Special Guest Services will not be accessible without: (a) a working
Wi-Fi network and/or Bluetooth connection in your home that is
positioned to communicate reliably with the Services; (b) an Account;
(c) a computer, smartphone or tablet; and (e) other system elements that
may be specified by Special Guest. It is your responsibility to ensure
that you have all required system elements and that they are compatible
and properly configured. You acknowledge that the availability of the
Special Guest Services is dependent on (i) your computer, mobile device,
home Wi-Fi network and/or Bluetooth connection, and other related
equipment, (ii) your Internet service provider (“ISP”), and (iii) your mobile device carrier (“Carrier”).
You acknowledge that you are responsible for all fees charged by your
ISP and Carrier in connection with your use of the Special Guest
Services. You also acknowledge that you are responsible for compliance
of your ISP and Carrier.
Third Party Sites; Release
- Third Party Sites. The Special Guest Properties may contain links to other web sites operated by third parties (“Third Party Sites”).
Such Third Party Sites are not under our control. Special Guest
provides these links and referrals only as a convenience and does not
review, approve, monitor, endorse, warrant, or make any representations
with respect to such Third Party Sites. Your use of these Third Party
Sites is at your own risk.
- Release. You hereby release
the Special Guest Parties and their successors from claims, demands,
any and all losses, damages, rights, and actions of any kind, including
personal injuries, death, and property damage, that is either directly
or indirectly related to or arises from this Agreement or your use of
the Special Guest Properties or your interactions with third parties and
their products or services. If you are a California resident, you
hereby waive California Civil Code Section 1542, which states, “A
general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the
release, which, if known by him must have materially affected his
settlement with the debtor.
Limitation of Liability
- Disclaimer of Certain Damages.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND AGREE THAT
IN NO EVENT SHALL THE SPECIAL GUEST PARTIES BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR ANY
DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR
IN CONNECTION WITH SPECIAL GUEST PROPERTIES, WHETHER OR NOT SPECIAL
GUEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY
DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT
OF OR IN CONNECTION WITH THE TERMS, RESULTING FROM: (1) THE USE OR
INABILITY TO USE SPECIAL GUEST PROPERTIES; (2) THE COST OF PROCUREMENT
OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA,
INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR
TRANSACTIONS ENTERED INTO THROUGH SPECIAL GUEST PROPERTIES; (3)
UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4)
STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON SPECIAL GUEST PROPERTIES; OR
(5) ANY OTHER MATTER RELATED TO SPECIAL GUEST PROPERTIES, WHETHER BASED
ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY
OTHER LEGAL THEORY.
- Cap on Liability. UNDER NO
CIRCUMSTANCES WILL SPECIAL GUEST PARTIES BE LIABLE TO YOU FOR MORE THAN
THE TOTAL AMOUNT PAID TO Special Guest by you during the one-month
period prior to the act, omission or occurrence giving rise to such
liability. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY
OF AN SPECIAL GUEST PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY AN
SPECIAL GUEST PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY AN
SPECIAL GUEST PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
- User Content. SPECIAL GUEST
ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR
FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR
CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION
- Basis of the Bargain. THE
LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE
BASIS OF THE BARGAIN BETWEEN SPECIAL GUEST AND YOU. THE FOREGOING
LIMITATIONS OF LIABILITY APPLY TO THE FULLEST EXTENT ALLOWED BY LAW.
- Termination. This Agreement
will remain in full force and effect until your Account is terminated
as provided herein. You may delete your Account at any time, for any
reason by emailing email@example.com.
Special Guest may terminate your Account if (a) you are in breach of
the Agreement; (b) if Special Guest decides in its sole discretion to
stop providing the applicable Services; or (c) for any or no reason,
without giving you notice. You understand that any termination of this
Agreement and your Account may involve deletion of your Account
information from our live databases and all the information stored for
such Account. Special Guest will not have any liability whatsoever to
you for any termination of your Account or related deletion of you
- Effect of Termination.
Termination of any Service includes removal of access to such Service
and barring of further use of the Service. Termination of all Services
also includes deletion of your Account information (or any part
thereof). Upon termination of any Service, your right to use such
Service will automatically terminate immediately. You understand that
any termination of Services may involve deletion of Your Content
associated therewith from our live databases. All provisions of the
Terms which by their nature should survive, will survive termination of
Services, including without limitation, ownership provisions, warranty
disclaimers, and limitation of liability.
This Website can be accessed from countries around the world and may
contain references to Special Guest Properties that are not available in
your country. These references do not imply that Special Guest intends
to announce Special Guest Properties in your country. Special Guest
Properties are controlled and offered by Special Guest from its
facilities in the United States of America. Special Guest makes no
representations that Special Guest Properties are appropriate or
available for use in other locations. Those who access or use Special
Guest Properties from other jurisdictions do so at their own volition
and are responsible for compliance with local law.
Please read the following arbitration agreement in this Section (“Arbitration Agreement”)
carefully. It requires you to arbitrate disputes with Special
Guest and limits the manner in which you can seek relief from us.
- Applicability of Arbitration Agreement.
You agree that any dispute or claim relating in any way to your access
or use of the Services, or to any aspect of your relationship with
Special Guest, will be resolved by binding arbitration, rather than in
court, except that (1) you may assert claims in small claims court if
your claims qualify, so long as the matter remains in such court and
advances only on an individual (non-class, non-representative) basis;
and (2) you or Special Guest may seek equitable relief in court for
infringement or other misuse of intellectual property rights (such as
trademarks, trade dress, domain names, trade secrets, copyrights, and
patents). This Arbitration Agreement shall apply, without
limitation, to all claims that arose or were asserted before the
Effective Date of this Agreement or any prior version of this Agreement.
- IF YOU AGREE TO ARBITRATION WITH SPECIAL GUEST, YOU ARE
AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER
MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST SPECIAL GUEST
ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF.
INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST
THE SPECIAL GUEST IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL
ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN
ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY
CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT,
INCLUDING THIS ARBITRATION AGREEMENT.
- Arbitration Rules and Forum.
The Federal Arbitration Act governs the interpretation and enforcement
of this Arbitration Agreement. To begin an arbitration proceeding, you
must send a letter requesting arbitration and describing your claim to
our registered agent: The Corporation Trust Company, Corporation Trust
Center, 1209 Orange St, Wilmington, DE 19801. The arbitration will be
conducted by JAMS, an established alternative dispute resolution
provider. Disputes involving claims and counterclaims under
$250,000, not inclusive of attorneys’ fees and interest, shall be
subject to JAMS’s most current version of the Streamlined Arbitration
Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/;
all other claims shall be subject to JAMS’s most current version of the
Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at jamsadr.com
or by calling JAMS at 800-352-5267. If JAMS is not available to
arbitrate, the parties will select an alternative arbitral forum. If the
arbitrator finds that you cannot afford to pay JAMS’s filing,
administrative, hearing and/or other fees and cannot obtain a waiver
from JAMS, Special Guest will pay them for you. In addition, Special
Guest will reimburse all such JAMS’s filing, administrative, hearing
and/or other fees for claims totaling less than $10,000 unless the
arbitrator determines the claims are frivolous. Likewise, Special Guest
will not seek attorneys’ fees and costs in arbitration unless the
arbitrator determines the claims are frivolous.
- You may choose to have the arbitration conducted by telephone, based
on written submissions, or in person in the country where you live or
at another mutually agreed location. Any judgment on the
award rendered by the arbitrator may be entered in any court of
- Authority of Arbitrator.
The arbitrator, and not any federal, state or local court or agency
shall have exclusive authority to resolve any dispute related to the
interpretation, applicability, enforceability or formation of this
Arbitration Agreement including, but not limited to any claim that all
or any part of this Arbitration Agreement is void or voidable. The
arbitration will decide the rights and liabilities, if any, of you and
Special Guest. The arbitration proceeding will not be
consolidated with any other matters or joined with any other cases or
parties. The arbitrator shall have the authority to grant motions
dispositive of all or part of any claim. The arbitrator shall have the
authority to award monetary damages and to grant any non-monetary remedy
or relief available to an individual under applicable law, the arbitral
forum’s rules, and the Agreement (including the Arbitration Agreement).
The arbitrator shall issue a written award and statement of decision
describing the essential findings and conclusions on which the award is
based, including the calculation of any damages awarded. The
arbitrator has the same authority to award relief on an individual basis
that a judge in a court of law would have. The award of the
arbitrator is final and binding upon you and us.
- Waiver of Jury Trial. YOU
AND SPECIAL GUEST HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS
TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and
Special Guest are instead electing that all claims and disputes shall be
resolved by arbitration under this Arbitration Agreement, except as
specified in Section 18.1 above. An arbitrator can award on an
individual basis the same damages and relief as a court and must follow
this Agreement as a court would. However, there is no judge
or jury in arbitration, and court review of an arbitration award is
subject to very limited review.
- Waiver of Class or Consolidated Actions.
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT
MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY
INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR
USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER
CUSTOMER OR USER. In the event that this subparagraph is deemed invalid
or unenforceable neither you nor we are entitled to arbitration and
instead claims and disputes shall be resolved in a court as set forth in
- 30-Day Right to Opt Out.
You have the right to opt out of the provisions of this Arbitration
Agreement by sending written notice of your decision to opt out to the
following address: 14 East Northampton Street, Unit 210, Wilkes Barre,
PA 18701, or to the following email address:
firstname.lastname@example.org, within 30 days after first becoming subject
to this Arbitration Agreement. Your notice must include your name and
address, your Special Guest username (if any), the email address you
used to set up your Special Guest account (if you have one), and an
unequivocal statement that you want to opt out of this Arbitration
Agreement. If you opt out of this Arbitration Agreement, all other parts
of this Agreement will continue to apply to you. Opting out of this
Arbitration Agreement has no effect on any other arbitration agreements
that you may currently have, or may enter in the future, with us.
- Severability. If any part or parts
of this Arbitration Agreement are found under the law to be invalid or
unenforceable, then such specific part or parts shall be of no force and
effect and shall be severed and the remainder of the Arbitration
Agreement shall continue in full force and effect.
- Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Special Guest.
- Modification. Notwithstanding
any provision in this Agreement to the contrary, we agree that if
Special Guest makes any future material change to this Arbitration
Agreement, it will not apply to any individual claim(s) that you had
already provided notice to Special Guest.
- Electronic Communications.
The communications between you and Special Guest use electronic means,
whether you visit Special Guest Properties or send Special Guest
e-mails, or whether Special Guest posts notices on Special Guest
Properties or communicates with you via e-mail. For contractual
purposes, you (1) consent to receive communications from Special Guest
in an electronic form; and (2) agree that all terms and conditions,
agreements, notices, disclosures, and other communications that Special
Guest provides to you electronically satisfy any legal requirement that
such communications would satisfy if it were to be in writing. The
foregoing does not affect your statutory rights.
- Assignment. This Agreement,
and your rights and obligations hereunder, may not be assigned,
subcontracted, delegated or otherwise transferred by you without Special
Guest’s prior written consent, and any attempted assignment,
subcontract, delegation, or transfer in violation of the foregoing will
be null and void.
- Force Majeure. Special
Guest shall not be liable for any delay or failure to perform resulting
from causes outside its reasonable control, including, but not limited
to, acts of God, war, terrorism, riots, embargos, acts of civil or
military authorities, fire, floods, accidents, strikes or shortages of
transportation facilities, fuel, energy, labor or materials.
- Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Special Guest Properties, please contact us at: email@example.com.
We will do our best to address your concerns. If you feel that your
concerns have been addressed incompletely, we invite you to let us know
for further investigation.
- Exclusive Venue. To the
extent the parties are permitted under this Agreement to initiate
litigation in a court, both you and Special Guest agree that all claims
and disputes arising out of or relating to the Agreement will be
litigated exclusively in the state or federal courts located in Los
Angeles County, California.
- Governing Law. The Terms
and any action related thereto will be governed and interpreted by and
under the laws oF the State of CALIFORNIA, consistent with the Federal
Arbitration Act, without giving effect to any principles that provide
for the application of the law of another jurisdiction. The United
Nations Convention on Contracts for the International Sale of Goods does
not apply to THIS AGREEMENT.
- Choice of Language. It is the express wish of the parties that the Terms and all related documents have been drawn up in English.
- Notice. Where Special Guest
requires that you provide an e-mail address, you are responsible for
providing Special Guest with your most current e-mail address. In the
event that the last e-mail address you provided to Special Guest is not
valid, or for any reason is not capable of delivering to you any notices
required/ permitted by the Terms, Special Guest’s dispatch of the
e-mail containing such notice will nonetheless constitute effective
notice. You may give notice to Special Guest at the following address:
14 East Northampton Street, Unit 210, Wilkes Barre, PA 18701. Such
notice shall be deemed given when received by Special Guest by letter
delivered by nationally recognized overnight delivery service or first
class postage prepaid mail at the above address.
- Waiver. Any waiver or
failure to enforce any provision of the Terms on one occasion will not
be deemed a waiver of any other provision or of such provision on any
- Severability. If any
portion of this Agreement is held invalid or unenforceable, that portion
shall be construed in a manner to reflect, as nearly as possible, the
original intention of the parties, and the remaining portions shall
remain in full force and effect.
- Export Control. You may not
use, export, import, or transfer Special Guest Properties except as
authorized by U.S. law, the laws of the jurisdiction in which you
obtained Special Guest Properties, and any other applicable laws. In
particular, but without limitation, Special Guest Properties may not be
exported or re-exported (a) into any United States embargoed countries,
or (b) to anyone on the U.S. Treasury Department’s list of Specially
Designated Nationals or the U.S. Department of Commerce’s Denied
Person’s List or Entity List. By using Special Guest Properties, you
represent and warrant that (i) you are not located in a country that is
subject to a U.S. Government embargo, or that has been designated by the
U.S. Government as a “terrorist supporting” country and (ii) you are
not listed on any U.S. Government list of prohibited or restricted
parties. You also will not use Special Guest Properties for any purpose
prohibited by U.S. law, including the development, design, manufacture
or production of missiles, nuclear, chemical or biological weapons. You
acknowledge and agree that products, services or technology provided by
Special Guest are subject to the export control laws and regulations of
the United States. You shall comply with these laws and regulations and
shall not, without prior U.S. government authorization, export,
re-export, or transfer Special Guest products, services or technology,
either directly or indirectly, to any country in violation of such laws
- Accessing and Download the Application(s) from iTunes. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
- You acknowledge and agree that (i) the Terms are concluded between
you and Special Guest only, and not Apple, and (ii) Special Guest, not
Apple, is solely responsible for the App Store Sourced Application and
content thereof. Your use of the App Store Sourced Application must
comply with the App Store Terms of Service.
- You acknowledge that Apple has no obligation whatsoever to furnish
any maintenance and support services with respect to the App Store
- In the event of any failure of the App Store Sourced Application to
conform to any applicable warranty, you may notify Apple, and Apple will
refund the purchase price for the App Store Sourced Application to you
and to the maximum extent permitted by applicable law, Apple will have
no other warranty obligation whatsoever with respect to the App Store
Sourced Application. As between Special Guest and Apple, any other
claims, losses, liabilities, damages, costs or expenses attributable to
any failure to conform to any warranty will be the sole responsibility
of Special Guest.
- You and Special Guest acknowledge that, as between Special Guest and
Apple, Apple is not responsible for addressing any claims you have or
any claims of any third party relating to the App Store Sourced
Application or your possession and use of the App Store Sourced
Application, including, but not limited to: (i) product liability
claims; (ii) any claim that the App Store Sourced Application fails to
conform to any applicable legal or regulatory requirement; and (iii)
claims arising under consumer protection or similar legislation.
- You and Special Guest acknowledge that, in the event of any
third-party claim that the App Store Sourced Application or your
possession and use of that App Store Sourced Application infringes that
third party’s intellectual property rights, as between Special Guest and
Apple, Special Guest, not Apple, will be solely responsible for the
investigation, defense, settlement and discharge of any such
intellectual property infringement claim to the extent required by the
- You and Special Guest acknowledge and agree that Apple, and Apple’s
subsidiaries, are third-party beneficiaries of the Terms as related to
your license of the App Store Sourced Application, and that, upon your
acceptance of the terms and conditions of the Terms, Apple will have the
right (and will be deemed to have accepted the right) to enforce the
Terms as related to your license of the App Store Sourced Application
against you as a third-party beneficiary thereof.
- Without limiting any other terms of the Terms, you must comply with
all applicable third-party terms of agreement when using the App Store
- Consumer Complaints. In
accordance with California Civil Code §1789.3, you may report complaints
to the Complaint Assistance Unit of the Division of Consumer Services
of the California Department of Consumer Affairs by contacting them in
writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800)
- Entire Agreement. The Terms
are the final, complete and exclusive agreement of the parties with
respect to the subject matter hereof and supersedes and merges all prior
discussions between the parties with respect to such subject matter.