Terms of Service and Conditions

RSVP : TERMS AND CONDITIONS
LAST UPDATED: June 19, 2019

RSVP provides a social network marketplace for events (the “Service”) offered from time to time at http://rsvp.xyz via an app (the “Site” or “Sites”). The Service is owned and operated by RSVP, LLC (the “Company,” “we,” or “us”). “Users” (“you” or “your”) herein shall apply to all users of the Site except where otherwise stated. “End Users” herein shall apply to the public who may be seeking events to attend. “Hosts,” “Promotors,” “Venue,” “Artists,” and others providing their own services to the public shall herein be referred to as “Service Providers.”

Your use of the Service is subject to the terms and conditions set forth in these Terms and Conditions (the “Terms and Conditions”).

PLEASE READ THE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING OR USING ANY PART OF THE SERVICE YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY ALL THE TERMS OF THE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, EXIT THIS PAGE AND DO NOT ACCESS OR USE THE SERVICE. USE OF THE SERVICE IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS.

1. Updates to Terms and Conditions; Integration. We may, in our sole discretion, modify the Terms and Conditions via email or by posting notice on any part of the Services. The “Last Updated” date at the top the Terms and Conditions indicates when the latest modifications were made to the Terms and Conditions. By continuing to access and use the Service you agree to any such modifications. Therefore, you are responsible for reviewing and should become familiar with any such modifications. You are encouraged to review this Terms and Conditions periodically and to check the “Last Updated” date at the top of the Terms and Conditions for the most recent version. In addition, when using services or features on the Service, you will be subject to any posted guidelines or policies applicable to such services or features that may be posted from time to time, including but not limited to the Privacy Policy as noted below. All such guidelines or policies are hereby incorporated by reference into these Terms and Conditions.

2. Translation. We may translate these Terms and Conditions into other languages for your convenience. Nevertheless, the English version governs your relationship with Company, and any inconsistencies among the different versions will be resolved in favor of the English version.

3. Service Availability. The Service may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability. If the Service were discontinued at any time, all data would be deleted within a commercially reasonable time.

4. Privacy Policy. Use of the Service is subject to the terms of our Privacy Policy which is hereby incorporated into and made part of these Terms and Conditions. Please carefully review our Privacy Policy. By using or accessing the Service, you agree to be bound by the terms of our Privacy Policy.

5. Age. The Service is meant for those at least eighteen (18) years of age. Use of the Service by anyone under this age is a violation of the Terms and Conditions.

6. Use of the Company Service, General

6.1 You may be required to establish an account to use the Service and/or take advantage of certain features. If so, you agree:
a. to provide true, accurate, current and complete information about yourself as prompted by the Service;

b. as permitted, maintain and promptly update such information. If you provide any information that is false, inaccurate or outdated, or the Company has reasonable grounds to suspect that such information is false, inaccurate or outdated, the Company has the right to suspend or terminate your account and prohibit all current or future use of the Service by you;

c. that your account is for your personal and/or business use. You may not resell the Service.

d. that by creating an account, you agree to receive certain communications in connection with the Service.


6.2 You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your account. Your account is meant to be private and you shall not share accounts for any reason. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. You agree to be responsible for all charges resulting from the use of your account via the Service, including charges resulting from unauthorized use of your account.

6.3 You may not impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, or create multiple accounts. If you use a pseudonym, take care to note that others may still be able to identify you if, for example, you include identifying information in your reviews, use the same account information on other sites, or allow other sites to share information about you with the Service.

6.4 You agree to use the Service only for lawful purposes and that you are responsible for your use of and communications and content you may post via the Service. You agree not to post or transmit any unlawful, infringing, threatening, harassing, defamatory, vulgar, obscene, profane, indecent, offensive, hateful or otherwise objectionable material of any kind, including any material that encourages criminal conduct or conduct that would give rise to civil liability, infringes upon others’ intellectual property rights, impersonates any individual or entity, or otherwise violates any applicable law. You agree not to solicit personal information from minors. You agree not to use the Service in any manner that interferes with its normal operation or with any other User’s use of the Service.

6.5 You may not do any of the following while accessing or using the Service:
a. access, tamper with, or use non-public areas of the Service, our computer systems, or the technical delivery systems of our providers;

b. probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;

c. access or search or attempt to access or search the Service by any means other than through our currently available, published interfaces that are provided by us, unless you have been specifically allowed to do so in a separate agreement with us;

d. forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive or false source-identifying information; or

e. disrupt or interfere with the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or otherwise creating an undue burden on the Service.

f. use manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Service. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of any part of the Service.

g. access the Service by any means except through the interface provided by Company for access to the Service. Creating or maintaining any link from another application to any page at the Service without the prior authorization of Company is prohibited. Running or displaying the Service, or any information or material displayed via the Service in frames or through similar means on another website or application without the prior authorization of Company is prohibited. Any permitted links to the Service must comply with all applicable laws, rule and regulations.


6.6 Your use of the Service is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.

6.7 Furthermore, you herein agree not to make use of the Service for:
a. uploading, posting, emailing, transmitting, or otherwise making available any content that shall be deemed unlawful, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libelous, or invasive of another's privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable;

b. causing any harm to a minor in any manner whatsoever;

c. impersonating any individual or entity, including, but not limited to, any Company, forum leaders, guides or hosts or falsely stating or otherwise misrepresenting any affiliation with an individual or entity;

d. forging captions, headings or titles or otherwise offering any content that you personally have no right to pursuant to any law nor having any contractual or fiduciary relationship with;

e. uploading, posting, emailing, transmitting or otherwise offering any such content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any other party;

f. uploading, posting, emailing, transmitting or otherwise offering any content that you do not personally have any right to offer pursuant to any law or in accordance with any contractual or fiduciary relationship;

g. uploading, posting, emailing, transmitting, or otherwise offering any unsolicited or unauthorized advertising, promotional flyers, "junk mail," "spam," or any other form of solicitation, except in any such areas that may have been designated for such purpose;

h. uploading, posting, emailing, transmitting, or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment;

i. disrupting the normal flow of communication, or otherwise acting in any manner that would negatively affect other users' ability to participate in any real-time interactions;

j. interfering with or disrupting any of the Service, servers and/or networks that may be connected or related to our website, including, but not limited to, the use of any software and/or routine to bypass the robot exclusion headers;

k. intentionally or unintentionally violating any local, state, federal, national or international law or any regulations having the force of law;

l. stalking or with the intent to otherwise harass another individual; and/or,

m. collecting or storing of any personal data relating to any other user in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.


7. Intellectual Property.

7.1 You acknowledge that all Content on the Platform, including, but not limited to, the website design, application design, graphics, text, sounds, pictures, and other files and the selection and arrangement thereof are the property of Company and/or its licensors, and are subject to and protected by United States and international copyright and other intellectual property laws and rights. All rights to Content not expressly granted in these Terms and Conditions are reserved to their respective copyright owners. Company authorizes you to view, download and/or print the Content provided that you keep intact all copyright and other proprietary notices contained in the original Content. Except as expressly authorized by the Terms and Conditions, you may not copy, reproduce, distribute, republish, download, perform, display, post, transmit, scrape, copy, exploit, create derivative works or otherwise use any of the Content in any form or by any means, without the prior written authorization of Company or the respective copyright owner. In the absence of a written agreement, you may not modify or adapt the Content in any way or otherwise use them for any public or commercial resale purposes. The trademarks, service marks, trade names, trade dress and logos (collectively, “Marks”) contained or described in the Service are the sole property of Company and/or its licensors and may not be copied, altered or otherwise used, in whole or in part, without the prior written authorization of Company and/or its licensors. Company reserves the right to enforce its intellectual property rights fully under the law.

7.2 Your use of the Service is solely and exclusively under the limited license granted herein and you will not obtain any ownership interest therein through the Terms and Conditions or otherwise. All trademarks, service marks, trade names, domain names, slogans, logos, and other indicia of origin that appear on or in connection with any aspect of the Service are either the property of Company, its affiliates or licensors. Company retains the right to rescind and terminate the limited license granted hereunder at any point, for any reason. All rights not expressly granted herein by Company to you are fully reserved by Company, its advertisers and licensors.

7.3 Some of the company and product names, logos, brands, and other trademarks featured or referred to within the Service may not be owned by us and are the property of their respective trademark holders. These trademark holders are not affiliated with, nor do they sponsor or endorse the Service.

8. Content.

8.1 All Content on the Platform is the sole responsibility of the person who originated such content. You acknowledge that all Content transmitted or accessed by you using the Service is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom. You remain solely responsible for all Content that you transmit in connection with the Service, and you warrant that you possess all rights necessary to provide such Content and that you do not violate any third party’s rights in providing such Content. We reserve the right to remove, and to allow certain users to remove, any objectionable Content in our sole discretion.

8.2 You understand that by providing Content publicly in connection with the Service you hereby grant us a non-exclusive, worldwide, royalty free, perpetual, irrevocable, sublicensable and transferable right to fully exploit such Content (including all related intellectual property rights) in connection with our business. Company and its licensees may publicly display advertisements and other information adjacent to or included with your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.

9. Suggestions and Improvements. By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against Company and its users any claims and assertions of any moral rights contained in such Feedback.

10. Use of the Company Service, End-Users.

10.1 Third-Party Websites.
a. Links provided via the Service to Service Providers or other websites (“Third-Party Websites) are provided only as a convenience. If you use links to such Third-Party Websites, you may leave the Service. Company does not control nor endorse any Third-Party Websites. You agree that the Company Parties will not be responsible or liable for any content, goods or services provided via Third-Party Websites or for your use or inability to use such Third-Party Websites.

b. You will use Third-Party Website links at your own risk. You are advised that other websites on the Internet, including Third-Party Websites linked from the Service, might contain material or information: that some people may find offensive or inappropriate; that is inaccurate, untrue, misleading or deceptive; or that is defamatory, libelous, infringing of others’ rights or otherwise unlawful. Company expressly disclaims any responsibility for the content, legality, decency or accuracy of any information, and for any products and services, that appear on any Third-Party Website or in advertisements or content that Third-Party Websites may have displayed in the Service.


10.2 Dealings With Service Providers.
a. Company is not in the business of providing events, shows, artistic performances or similar activities. The Company Service is for the purpose of connecting the public with Service Providers.

b. Your interactions with Service Providers found on or through the Service, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such parties, except that the Company may be paid or collection a fee from Service Provides for their use of the Services. You agree and acknowledge that Company is not a party to any transactions you may enter into, except as may otherwise be stated herein. Company shall not under any circumstances be liable for any damages of any kind arising out of, or in connection with, or relating to, the products and services of a Service Provider.

c. Company does not make any determination as to the background or qualifications of Service Providers. We make no guarantees, warranties or representations regarding the skills or undertakings of such Service Providers or the quality of the work a Service Provider may perform for you if you elect to retain their services. Company does not promise, endorse or recommend the services of any particular Service Provider. We do not independently verify their representations about their services, nor validate any reviews. Service Providers are not employees, agents, representatives nor have any other relationship with Company. Neither is the Company an agent or representative or have any other relationship with the Service Providers.


11. Use of the Company Service, Service Providers.

11.1 Company is not in the business of providing events, shows, artistic performances or similar activities. The Company Service is for the purpose of connecting the public with Service Providers.

11.2 Service Providers alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their businesses and the listings related to their products and services. Service Providers are responsible for obtaining any such permits, licenses or other governmental authorizations as may be required.

11.3 Information regarding the Service Providers shall be accurate in all regards including descriptions, photos, and any other representations made by Service Providers.

11.4 Service Providers are solely responsible for establishing the price for their products and services.

11.5 Company makes no representations as to the display of Service Provider products and services as may be related to frequency or placement.

11.6 As a Service Provider providing information regarding your products and services on the Site, you understand that we are providing the Service for the purposes of facilitating opportunities for you to connect with the general public. You agree and acknowledge that the Company is not a party to any transactions you may enter into using the Service, except as may otherwise be stated herein, and shall not under any circumstances be liable for any damages of any kind arising out of, or in connection with, or relating to, the products and services you may be providing to the public.

11.7 Service Providers are and shall remain an independent Contractor of the Company and nothing contained in this Agreement shall be deemed to create an employer/employee, principal/agent, partnership or joint venture relationship between the parties. The Company shall not provide the Service Provider with any benefits that the Company may provide to its employees and shall not be required to withhold income taxes on, or to pay payroll taxes. The Service Provider agrees that he shall be solely responsible for all excise, self-employment and other taxes relating to the receipt of payments hereunder. As an Independent Contractor, it is expressly agreed that the Service Provider operates at his/her own expense and risk. The Service Provider is not authorized to execute any agreements, make any changes in any agreements, incur or assume any obligations, liabilities or responsibilities, or perform any other act in the name of or on behalf of the Company. Each party shall have the obligation to supervise, manage, contract, direct, procure, pay, perform or cause to be performed all work and other obligations to be performed by such party pursuant to the terms of this Agreement and shall be liable for the acts or omissions of its or his/her employees and agents in performing its or his/her respective obligations or exercising its or his/her respective rights hereunder.

12. Warranties, Disclaimers and Limitations of Liability, All Users.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

12.1 YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS, COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY PARTIES MAKE NO WARRANTY THAT: (I) THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) INFORMATION THAT MAY BE OBTAINED VIA THE SERVICE WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY AND ALL PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL, INCLUDING ALL MERCHANDISE, GOODS AND SERVICES, OBTAINED OR PURCHASED BY YOU DIRECTLY OR INDIRECTLY THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS OR NEEDS; AND (V) THAT ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

12.2 THE COMPANY PARTIES SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICE, INCLUDING ANY LIABILITY: (I) AS A PUBLISHER OF INFORMATION; (II) FOR ANY INCORRECT OR INACCURATE INFORMATION OR ANY ‘BUG’ OF THE SERVICES; (III) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS OR DATA; (IV) FOR STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR VIA THE SERVICE; (V) FOR ANY DISPUTES BETWEEN USERS OF THE SERVICES OR BETWEEN A USER OF THE SERVICES AND A SERVICE PROVIDER; OR (VI) FOR ANY OTHER MATTER RELATING TO THE SERVICE OR ANY THIRD PARTY. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES THE COMPANY PARTIES OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU. THE PRODUCTS, INFORMATION AND SERVICES OFFERED ON AND THROUGH THE SERVICE WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS.

12.3 NOTWITHSTANDING THE FOREGOING, THE SOLE AND ENTIRE MAXIMUM LIABILITY OF THE COMPANY PARTIES FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, SHALL BE LIMITED TO THE CHARGES PAID BY YOU DIRECTLY TO THE COMPANY VIA THE SERVICE FOR SERVICES PROVIDED SOLELY AND DIRECTLY BY COMPANY TO YOU IN THE SIX MONTHS PRIOR TO SUCH CAUSE OR CLAIM.

12.4 YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM YOU MAY BRING MUST BE FILED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR IT WILL BE PERMANENTLY BARRED.

12.5 SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU.

12.6 If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “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.”

13. Indemnification. You agree to indemnify, defend and hold harmless the Company Parties against all claims, demands, causes of action, losses, expenses, damages and costs (including any reasonable attorneys’ fees), resulting or arising from or relating to your use of the Service, any activity related to your account by you or any other person permitted by you, any User Content that you submit to, post on or transmit through the Service, your breach of these Terms and Conditions, your infringement or violation of any rights of another, or termination of your access to the Service. We reserve the right to assume, at our sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement or compromise negotiations, as requested by us.

14. Procedure for Notifying the Company of Copyright Infringement. Those who believe that their copyrighted work has been infringed or are aware of other infringing material, should contact our Copyright Agent at the address listed below and provide us with the following information:
a. An electronic or physical signature of a person authorized to act on behalf of the owner of the copyrighted work that has allegedly been infringed.

b. Identification of the copyrighted work claimed to have been infringed.

c. Information describing where the allegedly infringing material is located on the Service.

d. Your address, telephone number, and email address.

e. A written 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.

f. A statement by you that the above information in your notification is accurate and that, under penalty of perjury, you are the copyright owner or authorized to act on the copyright owner’s behalf. The foregoing information may be emailed or mailed to our Copyright Agent at the addresses listed at the end of this Terms and Conditions.

Following receipt of the information listed above, we will remove or disable access to the infringing material and take reasonable steps to notify the user responsible for posting said material. The posting of infringing copyrighted material may result in the termination of user privileges of such user.

15. Governing Law, Jurisdiction. This Agreement shall in all respects be construed in accordance with and governed by the laws of California without regard to conflict of law principles. Any suit involving any dispute or matter arising under this Agreement may only be brought in the courts of the aforementioned jurisdiction. Any such controversy, claim, suit, injury or damage shall be heard on an individual basis and shall not be consolidated in any manner with any controversy, claim, suit, injury or damage of any other party.
16. Customer Service. If you have any comments or questions regarding these Terms and Conditions or wish to report any violation of these Terms and Conditions, you may contact us at legal@rsvp.xyz.