Last updated: November 7, 2018
Please read these Terms of Service carefully because they are a binding agreement between you and Event Media Group Inc., dba The Planning Society (“TPS,” “we,” “us,” or “our”). TPS provides its services (described below) to you through its website located at www.theplanningsociety.com (the “Site”) and through its mobile applications and related services (collectively, such services, including any new features and applications, and the Site, the “Service(s)”), subject to the following Terms of Service (as amended from time to time, the “Terms”). By using the Site and by clicking to accept these Terms when this option is made available to you, you accept and agree to be bound and abide by these Terms.
THESE TERMS CONTAIN AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT AFFECTS HOW DISPUTES ARE RESOLVED BETWEEN EACH USER AND TPS. BY ACCEPTING THESE TERMS, YOU AGREE TO BE BOUND BY THE ARBITRATION PROVISION (SECTION 9). PLEASE READ IT CAREFULLY.
We may revise and update these Terms at any time in our sole discretion. If we make any changes to the Terms, we will post the changes on this page and will provide notice of the date these Terms were last modified by date stamping the top of this page. We will also notify you, either through the Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes made for legal reasons or to address new functions of the Services will be effective immediately. You are expected to check this page from time to time so you are aware of any changes. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the updated Terms.
The Service provides a network where persons who seek event planning services (“Clients”) can be matched with professional event planners (“Planners”) who will help facilitate the planning of events as well as coordination with vendors utilized for the event (“Vendors”). The Service also allows Users to browse and shop for merchandise sold by suppliers (“Suppliers”). Clients, Planners, Vendors and Suppliers are collectively referred to herein as “Users,” and each User shall create a User account that enables access to the Site.
- Release for Services
The Service is only a venue for connecting Users. TPS is not involved in or responsible for the actual contact between Users, the performance of the event planning services or any other transactions that may take place between Users (including in-person services). While TPS may assist in facilitating sales and returns between Clients and Suppliers, TPS is not obligated to do so nor liable for such transactions or the products sold, and all refunds, returns, cancellations and customer issues are subject to Supplier’s own terms and conditions. TPS has no control over the performance of any service by Planners or Vendors, or any claims made by Planners, Vendors or Suppliers about the products or services they may offer, nor does TPS guarantee or endorse the truth or accuracy of any representations made by them, the ability of them to provide the claimed products or services (even if through the Service) or the ability of Clients to pay for any products or services offered through the Service. Users (and not TPS) bear all risks and liabilities associated with any event planning services, product purchases or other transactions between them. In the event that you have a dispute with one or more User(s), you release TPS (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. TPS expressly disclaims any liability that may arise between Users of its Service.
- Relationship of Users
All Users acknowledge and understand that TPS is not an employer, broker, agent or insurer for any User(s) of the Service. TPS’s acceptance of any Planner, Vendor or Supplier to the Service should not be construed as or otherwise deemed an endorsement or promotion of such Planner, Vendor or Supplier, and such acceptance is in reliance on the Planner, Vendor and/or Supplier’s representation and warranty to TPS of the accuracy of information submitted to TPS. As the Service solely provides a platform and tools for Users to communicate with potential transaction partners, any such transactions are made by all Users at each User’s own risk.
- ACCESS AND USE OF THE SERVICE
2.1 Your Registration Obligations
You must be 18 years of age or older to visit or use the Service in any manner. By visiting the Site or accepting the Terms, you represent and warrant to TPS that you are 18 years of age or older, and that you have the right, authority and capacity to agree to and abide by these Terms.
2.3 Modifications to Service
TPS reserves the right to withdraw or amend the Service, temporarily or permanently, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Service, or the entire Site, to users, including registered Users.
2.4 Accessing the Site and Account Security
We have the right to disable any user name, password or other identifier at any time in our sole discretion, for any or no reason, if, in our opinion, you have violated any provision of these Terms.
2.5 General Practices Regarding Use and Storage
You acknowledge that TPS may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on TPS’s servers on your behalf. You agree that TPS has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that TPS reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that TPS reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
2.6 Mobile Services
The Service includes certain services that are available via a mobile device, including (i) the ability to browse the Service and the Site from a mobile device, (ii) the ability to access certain features through an application downloaded and installed on a mobile device and (iii) the ability to upload content to the Service via a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply, although TPS will not assess any charges for calls or texts. Please consult your mobile service carrier’s pricing plan to determine the charges for sending and receiving text messages and browsing data. In addition, downloading, installing or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services and providing your cell phone number, you hereby affirmatively consent to TPS communicating with you by SMS, MMS, text message or other electronic means to your mobile device for TPS to perform and improve upon the Service, and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your TPS account information to ensure that your messages are not sent to the new person utilizing your old number. Under no circumstances will TPS, or its service providers, be responsible for any text messaging or wireless charges incurred by you or by a person that has access to your wireless device or telephone number. You may receive a bounceback message for every message you send to us. Data obtained from you in connection with this SMS service may include your cell phone number, your provider’s name, and the date, time, and content of your messages. We may use this information to contact you and to provide the Services you request from us. We will not be liable for any delays in the receipt of any SMS messages, as delivery is subject to effective transmission from your network operator. SMS message services are provided on an “AS-IS” basis. You may opt-out of receiving text messages from us by emailing firstname.lastname@example.org.
2.7 Prohibited Uses
You may use the Service only for lawful purposes and in accordance with these Terms. You agree not to use the Service:
- In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding data or software exportation).
- For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by asking for personally identifiable information, exposing them to inappropriate content or otherwise.
- To send, knowingly receive, upload, download, use or re-use any material that does not comply with the Content Standards (Section 3.5) set out in these Terms below.
- To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation.
- To impersonate or attempt to impersonate TPS, a TPS employee, another User or any other person or entity.
- To gain unauthorized access to the Service, to other Users’ accounts, names or personally identifiable information or to other computers or websites connected or linked to the Service.
- To harvest or collect Users’ email addresses or other contact information from the Service by electronic or other means for the purposes of sending unsolicited communications.
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, in TPS’s sole discretion, may harm TPS or users of the Service or expose them to liability.
Additionally, you agree not to:
- Use the Service in any manner that could disable, damage, impair or overburden the Site or interfere with any other party’s use of the Service.
- Use any robot, spider or other automatic device, process or means to access the Service for any purpose, including monitoring or copying any of the material on the Site.
- Attempt to disable or circumvent any security mechanisms used by the Service or otherwise attempt to gain unauthorized access to any portion of the Service or any other systems or networks connected to the Site, the server on which the Site is stored, or any server, computer or database connected to the Site, by hacking, password “mining” or any other illegal means.
- Use any manual process to monitor or copy any of the material on the Site or for any other unauthorized purpose without our prior written consent.
- Use any device, software or routine that interferes with the proper working of the Service.
- Introduce any viruses, Trojan horses, worms, logic bombs or other material that is malicious or technologically harmful.
- Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Service.
So long as you are in compliance with these Terms, TPS grants a personal, limited, non-exclusive, non-transferable, non-sublicensable and revocable license to use the Service.
TPS reserves the right to investigate and take appropriate legal action against anyone who, in TPS’s sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting violators to the law enforcement authorities. If you believe spam originated from the Service, please email us immediately at email@example.com.
The Service currently uses third parties to process payments. Our third-party payment processors accept payments through various credit cards and other payment instruments, as detailed on the applicable payment screen. All use and storage of User credit card information is governed by the third party payment processor’s applicable terms of service. To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide the requested payment information. All monetary transactions on the Service take place in U.S. Dollars. You represent and warrant to TPS that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes that may occur. You agree to pay TPS the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms. We reserve the right to change TPS’s prices. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You shall be responsible for all taxes associated with the Service other than U.S. taxes based on TPS’s net income.
2.9 Typographical Errors
In the event a service or product is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product information received from our Vendors or Suppliers, we reserve the right, in our sole discretion, to modify, reject or cancel any related orders. If your bank or credit card has already been charged for the purchase and your order is canceled, we will issue a credit to your bank or credit card account in the amount of the charge in a commercially reasonable amount of time.
- INTELLECTUAL PROPERTY RIGHTS
The Site and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio and the design, selection and arrangement thereof) are owned by TPS, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
These Terms permit you to use the Service for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:
- Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
- You may store files that are automatically cached by your Web browser for display enhancement purposes.
- You may print or download one copy of a reasonable number of pages of the Site for your own personal, non-commercial use and not for further reproduction, publication or distribution.
- If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
- If we provide social media features with certain content, you may take such actions as are enabled by such features.
You must not:
- Modify copies of any materials from this Site.
- Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text and/or watermarks.
- Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this Site.
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Site in breach of these Terms, your right to use the Service will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Service or any content on the Site is transferred to you, and all rights not expressly granted are reserved by TPS. Any use of the Service not expressly permitted by these Terms is a breach of these Terms and may violate trademark, copyright and other laws.
The TPS and Event Media Group Inc. names and all related names, logos, product and service names, designs and slogans (collectively the “TPS Trademarks”) are trademarks of TPS or its affiliates or licensors. You must not use TPS Trademarks without the prior written permission of TPS. All other names, logos, product and service names, designs and slogans on this Site are the trademarks of their respective owners. Nothing in these Terms or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of TPS Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of TPS Trademarks will inure to our exclusive benefit.
3.2 Third Party Material
Under no circumstances will TPS be liable in any way for any content or materials of any third parties (including Users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that TPS does not pre-screen content, but that TPS and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, TPS and its designees will have the right to remove any content that violates these Terms or is deemed by TPS, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness or usefulness of such content.
3.3 User Contributions Transmitted Through the Service
The Service may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards and other interactive features (collectively, “Interactive Services”) that allow Users to post, submit, publish, display or transmit to other Users or other persons (hereinafter, “post”) content or materials (collectively, “User Content”) on or through the Service. Additionally, you acknowledge and agree that you will provide copies to TPS of any photography and videography you have taken at any events organized through the Service (“TPS Event Content”). User Content and TPS Event Content are collectively referred to as “User Contributions.” All User Contributions must comply with the Content Standards set out in these Terms.
Any User Contribution you post to the Site or provide to TPS by other means will be considered non-confidential and non-proprietary. By providing any User Contribution to TPS, you hereby grant and will grant TPS and its affiliated companies and service providers a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual and irrevocable license to copy, display, upload, perform, distribute, store, modify, rearrange and otherwise use your User Contribution in connection with the operation of the Service or the promotion, advertising or marketing thereof in any form, medium or technology now known or later developed.
You represent and warrant that:
- You own or control all right, title and interest in and to the User Contributions, including, without limitation, all copyrights and rights of publicity contained therein, and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
- All of your User Contributions do and will comply with these Terms.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not TPS, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Service. Where possible, TPS will endeavor to include attribution to the Planner, photographer and/or copyright holder of any User Contribution. You agree to pay for all royalties, fees and any other monies owing any person by reason of the User Contributions that you post on or through the Service.
WE STRONGLY ADVISE YOU TO THINK BEFORE YOU UPLOAD, SUBMIT OR EMBED USER CONTRIBUTION(S). THESE TERMS ONLY PERMIT YOU TO PROVIDE USER SUBMISSIONS, SUCH AS PHOTOGRAPHS, THAT YOU OWN THE COPYRIGHT TO OR OTHERWISE HAVE THE RIGHT TO PUBLISH. BY UPLOADING, SUBMITTING OR EMBEDDING USER CONTRIBUTIONS THAT YOU DO NOT OWN THE COPYRIGHT TO OR DO NOT OTHERWISE HAVE THE RIGHT TO PUBLISH, YOU MAY SUBJECT YOURSELF TO LEGAL LIABILITY. IT IS YOUR RESPONSIBILITY TO ENSURE YOU HAVE ADEQUATE RIGHTS TO SUBMIT YOUR USER CONTRIBUTIONS TO TPS.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service (“Submissions”), provided by you to TPS are non-confidential and non-proprietary, and TPS will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
3.4 Monitoring and Enforcement
We have the right to:
- Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
- Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates these Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of Users of the Service or the public, or could create liability for TPS.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service.
- Terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of these Terms.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Service. YOU WAIVE AND HOLD HARMLESS TPS AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review all material before it is posted on the Site, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any User or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
3.5 Content Standards
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:
- Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
- Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
- Be likely to deceive any person.
- Promote sexually explicit or pornographic material, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
- Promote any illegal activity, or advocate, promote or assist any unlawful act.
- Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass or annoy any other person.
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
- Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
- Give the impression that they emanate from or are endorsed by TPS or any other person or entity, if this is not the case.
3.6 Copyright Complaints
TPS respects the intellectual property of others, and we ask our Users to do the same. If you believe that any User Contributions violate your copyright, or that your intellectual property rights have been otherwise violated, you should notify TPS of your infringement claim in accordance with the procedure set forth below.
TPS will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to TPS’s Copyright Agent at firstname.lastname@example.org (Subject line: “DMCA Takedown Request”). You may also contact us by mail at Event Media Group Inc., dba The Planning Society, Attn: Copyright Agent, 2000 South Main Street, Los Angeles, CA 90007.
The notification must be in writing and contain the below information in order to be effective:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- A description of the copyrighted work or other intellectual property that you claim has been infringed;
- A detailed description of where the allegedly-infringing material is located on the Service;
- Your contact information (address, telephone number and email address);
- A statement by you that you have a good faith belief that the disputed use is unauthorized by the copyright or intellectual property owner, its agent or the law;
- A statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Counter-Notice: If you believe that your User Contribution that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent or pursuant to the law, to use the content in your User Contribution, you may send a written counter-notice containing the following information to the Copyright Agent:
- Your physical or electronic signature;
- Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
- A statement that you have a good faith belief that the content was removed or disabled as a result of mistake; and
- Your name, address, telephone number and email address, a statement that you consent to the jurisdiction of the federal court located within Central District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, TPS will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, it is the policy of TPS, in TPS’s sole discretion, to terminate user accounts of repeat infringers. TPS may also limit access to the Service and/or terminate the user accounts of any User who infringes any intellectual property rights of others, whether or not there is any repeat infringement.
You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may be invalid. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
3.7 Reliance on Information Posted
The information presented on or through the Site is made available solely for general information purposes. We do not warrant the completeness, accuracy or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site or by anyone who may be informed of any of its contents.
This Site includes content provided by third parties. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by TPS, are solely the responsibility and opinions of the person or entity providing those materials and do not necessarily reflect the opinion of TPS. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
- THIRD PARTY WEBSITES
If the Site contains links to other sites and resources provided by third parties, these links are provided for your convenience only. TPS has no control over such sites and resources and TPS accepts no responsibility for them or for any loss or damage that may arise from your use of them. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that TPS is not liable for any loss or claim that you may have against any such third party. If you access any of the third-party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
- Information About You and Your Visits to the Website
- Indemnity and Release
You agree to release, indemnify and hold TPS and its affiliates, officers, employees, directors and agents (“Released Parties”) harmless from any from any and all demands, losses, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) or damages (actual, direct or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or relating to your use of the Service, any User Contribution, your connection to the Service, your violation of these Terms or your violation of any rights of another. The released parties expressly disclaim any liability that may arise between users of the Service. In the event you have a dispute with one or more User(s), you release the Released Parties from any and all claims
If you are a California resident, you 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.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
- Disclaimer of Warranties
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. TPS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.
TPS MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
THE QUALITY OF THE SERVICES AND PRODUCTS PURCHASED THROUGH THE USE OF THE SERVICE IS ENTIRELY THE RESPONSIBILITY OF THE PLANNER, VENDOR OR SUPPLIER WHO PROVIDES SUCH SERVICES AND/OR PRODUCTS TO CLIENTS AND CLIENT UNDERSTANDS AND AGREES THAT BY USING THE SERVICE, CLIENT MAY BE EXPOSED TO PROFESSIONAL SERVICES AND/OR MERCHANDISE THAT ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL TO MINORS, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT CLIENT’S USE OF THE SERVICE IS AT CLIENT’S OWN RISK.
- Limitation of Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL TPS, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA OR OTHER INTANGIBLE LOSSES (EVEN IF TPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) AND WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF FORESEEABLE.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE GREATER OF $100 OR (A) IF YOU ARE A CLIENT, THE FEES YOU HAVE PAID TO TPS OR (B) IF YOU ARE A PLANNER, VENDOR OR SUPPLIER, THE FEES PAID BY TPS TO YOU. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
THIS LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILTY RESULTING FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. CONSEQUENTLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
IF ANY PORTION OF THE SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
- Mandatory Agreement to Arbitrate on an Individual Basis; Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. It is part of your contract with TPS.
9.1 Agreement to Arbitrate
This section is referred to in these Terms as the “Arbitration Agreement.” Most customer concerns can be resolved to a customer’s satisfaction by writing to our customer service department at email@example.com. In the unlikely event that our customer service department is unable to resolve your complaint satisfactorily, the terms of this Arbitration Agreement govern dispute resolution between you and TPS. A party who intends to seek arbitration must first send, by U.S. certified mail, a written Notice of Dispute (“Notice”) to the other party. A Notice to TPS should be addressed to: Notice of Dispute, TPS, Attn: Customer Service, 2000 South Main Street, Los Angeles, CA 90007 (“Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought (“Demand”). If you and we do not reach an agreement to resolve the claim within 60 days after the Notice is received by us, you or TPS may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by TPS or you prior to the selection of an arbitrator shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or TPS is entitled.
9.2 Arbitration Agreement: United States Only
Any and all controversies, disputes, demands, counts, claims or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, counts, claim or cause of action) between you and TPS or the TPS’s employees, agents, successors or assigns, shall exclusively be settled through final, binding and confidential arbitration, except that you may assert individual claims in small claims court, if your claims qualify. In addition, each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and TPS are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. Arbitration shall be subject to the U.S. Federal Arbitration Act and federal arbitration law,
9.3 Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU ACKNOWLEDGE AND AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND TPS AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING AND MAY ONLY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).
9.4 Arbitration Procedures
The arbitration will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, the “AAA Rules”) of the American Arbitration Association (the “AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules are available online at www.adr.org or by calling the AAA at (800) 778-7879. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fair arbitration. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless TPS and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other relevant circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, by a telephonic hearing or by an in-person hearing as established by the AAA Rules. If you choose to proceed either in person or by telephone, we may choose to respond only by telephone or submission. If your claim exceeds $10,000, the AAA Rules will determine whether you have a right to a hearing.
Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. You and we agree that any awards or findings of fact or conclusions of law made in an arbitration of their dispute or claim are made only for the purposes of that arbitration and may not be used by any other person or entity in any later arbitration of any dispute or claim involving TPS. You and we agree that in any arbitration of a dispute or claim, neither of us will rely for preclusive effect on any award or finding of fact or conclusion of law made in any other arbitration of any dispute or claim to which we were a party.
9.5 Costs of Arbitration
Payment of all filing, administration and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise stated in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, TPS will pay all Arbitration Fees at your request. If the value of relief sought is exceeds $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, TPS will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, TPS will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be confidential for the benefit of all parties, other than as part of an appeal to a court of competent jurisdiction.
With the exception of above Section 9.3 titled “Prohibition of Class and Representative Actions and Non-Individualized Relief,” if any part of this Arbitration Agreement is deemed to be invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of Section 9.3 are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, however the remainder of these Terms will continue to apply.
9.8 Future Changes to Arbitration Agreement
Notwithstanding any provision in these Terms to the contrary, TPS agrees that if it makes any future change(s) to this Arbitration Agreement (other than a change to the Notice Address) while you are a User of the Services, you may reject such change by sending written notice to TPS within thirty (30) calendar days of the change to the Notice Address. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms of Service).
9.9 Applicable to Canada
After any dispute arises, the parties involved in the dispute may agree to resolve the dispute using Arbitration. If the parties elect to use arbitration, disputes shall be referred to ADR Institute of Canada. For a copy of the procedure to file a Claim, or for other information about this organization, please contact them as follows: www.adrcanada.ca.
TPS reserves the right, in its sole discretion, to refuse, discontinue, suspend, block and/or terminate your use of, and access to, the Service, or any portion thereof, at any time, for any reason or for no reason at all, without prior notice or any notice. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Service may be referred to appropriate law enforcement authorities. Further, you agree that TPS will not be liable to you or any third party for any termination of your use of and access to the Service.
- Notice for California Users
Under California Civil Code Section 1789.3, Users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at TPS, TPS, Attn: Customer Service, 2000 South Main Street, Los Angeles, CA 90007.
- Questions? Concerns?
Please contact us at firstname.lastname@example.org to report any violations of or to pose questions regarding the Service or these Terms.