Please read these Terms of Service carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Emparty Platform, you agree to comply with and be bound by these Terms of Service.

Please note:  Section 18 of these Terms of Service contains an arbitration clause and class action waiver that applies to all Emparty Users.  This provision applies to all disputes with Emparty.  It affects how disputes with Emparty are resolved. By accepting these Terms of Service, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.

Last Updated: August 13, 2018

These Terms of Service (“Terms“) constitute a legally binding agreement (“Agreement“) between you and Emparty (as defined below) governing your access to and use of the Emparty website, including any subdomains thereof, and any other websites through which Emparty makes its services available (collectively, “Site“), our mobile, tablet and other smart device applications, and application program interfaces (collectively, “Application“) and all associated services (collectively, “Emparty Services“). The Site, Application and Emparty Services together are hereinafter collectively referred to as the “Emparty Platform”. The policies posted on our site applicable to your use of the Emparty Platform are incorporated by reference into this Agreement, including without limitation, our Payment Terms, Privacy Policy, and Cookie Policy.

When these Terms mention “Emparty,” “we,” “us,” or “our,” it refers to the Emparty Inc.

Our collection and use of personal information in connection with your access to and use of the Emparty Platform is described in our Privacy Policy.

Any and all payment processing services through or in connection with your use of the Emparty Platform (“Payment Services“) are provided to you by one or more payments entities (individually and collectively, as appropriate, “Payment Entities“) as set out in the Payment Terms (“Payments Terms“) or payment terms we may agree to separately by signed written agreement.

Providers alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their Listings and Provider Services. Provider are alone responsible for identifying and obtaining any required licenses, permits, or registrations for any Provider Services they offer.

  1. Scope of Emparty Services

1.1 The Emparty Platform is an online marketplace that enables registered users (“Users”) and certain third parties who offer services (Users and third parties who offer services are “Providers” and the services they offer are “Provider Services”) to publish such Provider Services on the Emparty Platform (“Listings”) and to communicate and transact directly with Users that are seeking to book such Provider Services (Users using Provider Services are “Organizers”). Provider Services may include offering properties and venues for temporary (hourly or multi-day) use as event locations (“Venues“), catering, products, food, and supplies (“Catering”), activities and entertainment in various categories (“Entertainment”), equipment, furniture and accessory rental (“Rental”), and a variety of other event and related services.

1.2 As the provider of the Emparty Platform, Emparty does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Listings or Provider Services. Providers alone are responsible for their Listings and Provider Services. When Users make or accept a booking, they are entering into a contract directly with each other. Emparty is not and does not become a party to or other participant in any contractual relationship between Users. Emparty is not an insurer. Emparty is not acting as an agent in any capacity for any User.

1.3 While we may help facilitate the resolution of disputes, Emparty has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Listings or Provider Services, (ii) the truth or accuracy of any Listing descriptions, Ratings, Reviews, or other User Content (as defined below), or (iii) the performance or conduct of any User or third party. Emparty does not endorse any User, Listing or Provider Services. Any references to a User being “verified” or “featured” (or similar language) only indicate that the User has completed a relevant verification or identification process or has paid to be featured, and nothing else. Any such description is not an endorsement, certification or guarantee by Emparty about any User, including of the User’s identity or background or whether the User is trustworthy, safe or suitable. You should always exercise due diligence and care when deciding whether to book a Venue, Catering, Entertainment or Rental or use other Provider Services, accept a booking request from an Organizer, or communicate and interact with other Users, whether online or in person. Verified Images (as defined below) are intended only to indicate a photographic representation of a Listing at the time the photograph was taken, and are therefore not an endorsement by Emparty of any Provider or Listing.

1.4 If you choose to use the Emparty Platform as a Provider, your relationship with Emparty is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Emparty for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Emparty. Emparty does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of the Provider Services. You acknowledge and agree that you have complete discretion whether to list Provider Services or otherwise engage in other business or employment activities.

1.5 The Emparty Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Emparty is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Emparty of such Third-Party Services.

1.6 Due to the nature of the Internet, Emparty cannot guarantee the continuous and uninterrupted availability and accessibility of the Emparty Platform. Emparty may improve, enhance and modify the Emparty Platform and introduce new Emparty Services from time to time.

  1. Eligibility, Using the Emparty Platform, User Verification

2.1 You must be at least 18 years old and able to enter into legally binding contracts to access and use the Emparty Platform or register an Emparty Account. By accessing or using the Emparty Platform you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.

2.2 You will comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that you are not listed on any U.S. Government list of prohibited or restricted parties.

2.3 Emparty may make access to and use of the Emparty Platform, or certain areas or features of the Emparty Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or a User’s booking and cancellation history.

2.4 The access to or use of certain areas and features of the Emparty Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Emparty Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise.

2.5 Some areas of the Emparty Platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.

  1. Modification of these Terms

Emparty reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Emparty Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Emparty Platform will constitute acceptance of the revised Terms.

  1. Account Registration

4.1 You must register an account (“Emparty Account“) to access and use certain features of the Emparty Platform, such as publishing or booking a Listing. If you are registering an Emparty Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.

4.2 You can register an Emparty Account using an email address and creating a password, or, when the service is available, through your account with certain third-party social networking services, such as Facebook or Google (“SNS Account“). You have the ability to disable the connection between your Emparty Account and your SNS Account at any time, by following the directions available on the Emparty Platform.

4.3 You must provide accurate, current and complete information during the registration process and keep your Emparty Account and public Emparty Account profile page information up-to-date at all times.

4.4 You may not register more than one (1) Emparty Account unless Emparty authorizes you to do so. You may not assign or otherwise transfer your Emparty Account or your Emparty account password to another party.

4.5 You are responsible for maintaining the confidentiality and security of your Emparty Account credentials and may not disclose your credentials to any third party. You must immediately notify Emparty if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Emparty Account. You are liable for any and all activities conducted through your Emparty Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).

4.6Text Messaging.  By creating an account, you agree that the Emparty platform may send you text (SMS) messages as part of the normal business operation of your use of the services. You may opt-out of receiving text (SMS) messages from Emparty at any time by following the directions found at http://emparty.com/SMS-unsubscribe. You acknowledge that opting out of receiving text (SMS) messages may impact your use of the services.

 

  1. Content

5.1 Emparty may, at its sole discretion, enable Users to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Emparty Platform (“User Content“); and (ii) access and view User Content and any content that Emparty itself makes available on or through the Emparty Platform, including proprietary Emparty content and any content licensed or authorized for use by or through Emparty from a third party (“Emparty Content” and together with User Content, “Collective Content“).

5.2 The Emparty Platform, Emparty Content, and User Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the Emparty Platform and Emparty Content, including all associated intellectual property rights, are the exclusive property of Emparty and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Emparty Platform, Emparty Content or User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Emparty used on or in connection with the Emparty Platform and Emparty Content are trademarks or registered trademarks of Emparty in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Emparty Platform, Emparty Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.

5.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Emparty Platform or Collective Content, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Emparty or its licensors, except for the licenses and rights expressly granted in these Terms.

5.4 Subject to your compliance with these Terms, Emparty grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the Emparty Platform and accessible to you, solely for your personal and non-commercial use.

5.5 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the Emparty Platform, you grant to Emparty a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such User Content to provide and/or promote the Emparty Platform, in any media or platform. Unless you provide specific consent, Emparty does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your User Content.

5.6 Emparty may offer Providers the option of having professional photographers take photographs of their Provider Services, which are made available by the photographer to Providers to include in their Listings with or without a watermark or tag bearing the words “Emparty.com Verified Photo” or similar wording (“Verified Images“). You are responsible for ensuring that your Provider Service is accurately represented in the Verified Images and you will stop using the Verified Images on or through the Emparty Platform if they no longer accurately represent your Listing, if you stop Providing the Provider Service featured, or if your Emparty Account is terminated or suspended for any reason. You acknowledge and agree that Emparty shall have the right to use any Verified Images for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you. Where Emparty is not the exclusive owner of Verified Images, by using such Verified Images on or through the Emparty Platform, you grant to Emparty an exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to use such Verified Images for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you. Emparty in turn grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to use Verified Images outside of the Emparty Platform solely for your personal and non-commercial use.

5.7 You are solely responsible for all User Content that you make available on or through the Emparty Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through the Emparty Platform or you have all rights, licenses, consents and releases that are necessary to grant to Emparty the rights in and to such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Emparty’s use of the User Content (or any portion thereof) will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

5.8 You will not post, upload, publish, submit or transmit any User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (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 animal; (v) promotes illegal or harmful activities or substances; or (vi) violates any Emparty policy. Emparty may, without prior notice, remove or disable access to any User Content that Emparty finds to be in violation of these Terms or Emparty’s then-current policies or standards, or otherwise may be harmful or objectionable to Emparty, its Users, third parties, or property.

5.9 Emparty respects copyright law and expects its Users to do the same. If you believe that any content on the Emparty Platform infringes copyrights you own, please notify us in accordance with our copyright policy:

It is Emparty’s policy, in appropriate circumstances and its discretion, to disable and/or terminate the account or access of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others.

In accordance with the Digital Millennium Copyright Act of 1998. The text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, Emparty will respond expeditiously to claims of copyright infringement committed using the Emparty website and mobile application (the “Site and Application”) that are reported to Emparty’s Designated

Copyright Agent

c/o Emparty

650 Castro Street STE 120-486

Mountain View, CA 94041

copyright@emparty.com

 

If you are a copyright owner, or are authorized to act on behalf of one, please report alleged copyright infringements taking place on or through the Site and Application in accordance with the DMCA, to the Copyright Agent.

  1. Service Fees

6.1 Emparty may charge fees to Providers (“Provider Fees“) and/or Organizers (“Organizer Fees“) (collectively, “Service Fees“) in consideration for the use of the Emparty Platform. More information about when Service Fees apply and how they are calculated can be found on ourService Fees page, or Service Fees we may agree to separately by signed written agreement .

6.2 Any applicable Service Fees (including any applicable Taxes) will be displayed to, or otherwise agreed with, a Provider or Organizer prior to publishing or booking a Listing. Emparty reserves the right to change the Service Fees at any time, and will provide Users adequate notice of any fee changes before they become effective.

6.3 You are responsible for paying any Service Fees that you owe to Emparty. The applicable Service Fees (including any applicable Taxes) are collected by the Payment Entities. Payment Entities will deduct any Provider Fees from the Listing Fee before remitting the payout to the Provider. Any Organizer Fees are included in the Total Fees collected by Payment Entities. Except as otherwise provided on the Emparty Platform, Service Fees are non-refundable.  Emparty reserves the right to charge Providers and Organizers unrecouped payment processing resulting from cancellations or other circumstances.

  1. Terms specific for Providers

7.1 Terms applicable to all Listings

7.1.1 When creating a Listing through the Emparty Platform you must (i) provide complete and accurate information about your Provider Service (such as listing description, location, and calendar availability), (ii) disclose any rules, limitations, restrictions (such as house rules, minimums, deposit required, cancellation fees) and requirements that apply (such as any minimum age, height, weight or age requirement, proficiency or fitness requirements where applicable (for example for certain children’s activities)) and (iii) provide any other pertinent information requested by Emparty. You may also require a waiver of liabilityfrom Organizer and/or Organizer invitees.  If you require a waiver of liability, you will include Emparty in the waiver as a third party beneficiary.  You are responsible for keeping your Listing information (including calendar availability) up-to-date at all times.

7.1.2 You are solely responsible for setting a price (including any Taxes if applicable, or additional charges such as personnel fees) for your Listing (“Listing Fee”). Any applicable taxes will be included as a grossed up part of the Listing Fee.  Once an Organizer requests a booking of your Listing, you may not request that the Organizer pays a higher price than in the booking request.

7.1.3 Any terms and conditions included in your Listing, in particular in relation to cancellations, must not conflict with these Terms or the relevant cancellation policy for your Listing.

7.1.4 Pictures, animations or videos (collectively, “Images“) used in your Listings must accurately reflect the quality and condition of your Provider Services. Emparty reserves the right to require that Listings have a minimum number of Images of a certain format, size and resolution.

7.1.5 The placement and ranking of Listings in search results on the Emparty Platform may vary and depend on a variety of factors, such as Organizer search parameters and preferences, Provider requirements, price and calendar availability, number and quality of Images, customer service and cancellation history, Reviews and Ratings, type of Provider Service, and/or ease of booking.

7.1.6 When you accept or have pre-approved a booking request by an Organizer, you are entering into a legally binding agreement with the Organizer and are required to provide your Provider Service(s) to the Organizer as described in your Listing when the booking request is made. You also agree to pay the applicable Provider Fee and any applicable Taxes.

7.1.7 Emparty recommends that Providers obtain appropriate insurance for their Provider Services. Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Organizers (and the individuals the Organizer has booked the event for and Organizer invitees) while using your Venue, Catering, Entertainment, Rental or other Provider Service.

7.2 Listing Venues

7.2.1 If you choose to require a deposit at the time of booking (“Booking Deposit”) or a security deposit to cover any potential damage to your Venue (“Security Deposit“), you must specify this inyour Listing. Providers are not allowed to ask for a Booking Deposit or Security Deposit after a booking has been confirmed or outside of the Emparty Platform. Emparty will use commercially reasonable efforts to address Providers’ requests and claims related to Security Deposits, but Emparty is not responsible for administering or accepting any claims by Providers related to Security Deposits.

7.2.2 You represent and warrant that any Listing you post and the booking of, or a Organizer’s use of, a Venue will (i) not breach any agreements you have entered into with any third parties, and (ii) comply with all applicable laws (such as zoning laws), Tax requirements, and other rules and regulations (including having all required permits, licenses and registrations). As a Provider, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any employees or other individuals who are present at the Venue at your employ, request, or invitation, excluding the Organizer and any individuals the Organizer invites to the Venue.

7.3 Listing Catering, Entertainment, Rental and other Provider Services

Providers who list Catering, Entertainment, Rental and Provider Services other than Venues agree to and are subject to any Additional Terms for Add On Services to be specified by Emparty from time to time.

  1. Terms specific for Organizers

8.1 Terms applicable to all bookings

8.1.1 Subject to meeting any requirements (such as completing any verification processes or agreeing to applicable liability waivers) set by Emparty and/or the Provider, you can book a Listing available on the Emparty Platform by following the respective booking process. All applicable fees, including the Listing Fee, Booking Deposit (if applicable), Security Deposit (if applicable), Organizer Fee and any applicable Taxes (collectively, “Total Fees”) will be presented to you prior to booking a Listing. You agree to pay the Total Fees for any booking requested in connection with your Emparty Account.

8.1.2 Upon receipt of a booking confirmation from Emparty, a legally binding agreement is formed between you and your Provider, subject to any additional terms and conditions of the Provider that apply, including in particular the applicable cancellation policy and any rules and restrictions specified in the Listing. Payment Entities will collect the Total Fees at the time of the booking request or upon the Provider’s confirmation pursuant to Payment Terms. For certain bookings, Organizers may be required to pay or have the option to pay in multiple installments.

8.1.3 If you are booking for participants who are minors, you represent and warrant that you are legally authorized to act, or will obtain authorization to act, on behalf of those minors. Minors may only be present at a Venue or participate in Entertainment or other Provider Service if accompanied by, or when left under the care of, an adult who is responsible for them.

8.1.4  You may also be required to agree to a waiver of liability in connection with certain services.

8.2 Booking Venues

8.2.1 You understand that a confirmed booking of a Venue (“VenueBooking”) is a limited license granted to you by the Provider to enter, occupy and use the Venue for the agreed duration of your event.

8.2.2 You (and your invitees and guests) agree to leave the Venue no later than the time that the Provider specifies in the Listing or such other time as mutually agreed upon between you and the Provider. If you (or your invitees or guests) stay past the agreed upon time to vacate the Venue without the Provider’s consent (“Overstay”), you no longer have a license to stay in the Venue and the Provider is entitled to make you leave in a manner consistent with applicable law. In addition, you agree to pay, if requested by the Provider, for any Overstay in accordance with Provider’s terms to cover the inconvenience suffered by the Provider, plus all applicable Organizer Fees, Taxes, and any legal expenses incurred by the Provider to make you leave (collectively, “Overstay Fees“). If you (or your invitees or guests) Overstay at a Venue, you authorize Emparty (via  Payment Entities) to charge you to collect Overstay Fees. A Booking Deposit or Security Deposit, if required by a Provider, may be applied to any Overstay Fees due for a Organizer’s Overstay.

8.3 Booking Catering, Entertainment, Rental and other Provider Services

8.3.1 You should carefully review the description of any Catering, Entertainment, Rental or other Provider Service you intend to book to ensure you (and any additional guests or invitees you are booking for) meet any minimum age, proficiency, fitness or other requirements which the Provider has specified in their Listing. At your sole discretion you may want to inform the Provider of any medical or physical conditions, or other circumstances that may impact your and any additional invitee or guest’s ability to participate in any Entertainment or other Provider Service. In addition, certain laws, like the minimum legal drinking age in the Venue, location of the Catering, Rental or other Provider Service, may also apply. You are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to your participation in for Catering, Entertainment, a Rental or other Provider Service.

8.3.2 Before and during Catering, Entertainment, a or other Provider Service you must at all times adhere to the Providers’ instructions.

  1. Booking Modifications, Cancellations and Refunds

9.1 Providers and Organizers are responsible for any modifications to a booking that they make via the Emparty Platform or direct Emparty customer service tomake(“Booking Modifications“), and agree to pay any additional Listing Fees, Provider Fees or Organizer Fees and/or Taxes associated with such Booking Modifications.

9.2 Organizers can cancel a confirmed booking at any time pursuant to the Listing’s cancellation policy, and Payment Entities will refund the amount of the Total Fees due to the Organizer in accordance with such cancellation policy. Unless extenuating circumstances exist, any portion of the Total Fees due to the Provider under the applicable cancellation policy will be remitted to the Provider by  Payment Entities pursuant to the Payment Terms.

9.3 If a Provider cancels a confirmed booking, the Organizer will receive a full refund of the Total Fees for such booking within a commercially reasonable time of the cancellation. In some instances, Emparty may allow the Organizer to apply the refund to a new booking, in which case Payment Entities will credit the amount against the Organizer’s subsequent booking at the Organizer’s direction. Further, Emparty may publish an automated review on the Listing cancelled by the Provider indicating that a booking was cancelled. In addition, Emparty may (i) keep the calendar for the Listing unavailable or blocked for the dates of the cancelled booking, and/or (ii) impose a cancellation fee, unless the Provider has a valid reason for cancelling the booking or has legitimate concerns about the Organizer’s behavior.

9.4 In certain circumstances, Emparty may decide, in its sole discretion, that it is necessary to cancel a confirmed booking and make appropriate refund and payout decisions. This may be for extenuating circumstances (i) where Emparty believes in good faith, while taking the legitimate interests of both parties into account, this is necessary to avoid significant harm to Emparty, other Users, third parties or property, or (ii) for any of the reasons set out in these Terms.

9.5 If, as a Provider, your Organizer cancels a confirmed booking or Emparty decides that it is necessary to cancel a confirmed booking, and Emparty issues a refund to the Organizer in accordance with the applicable cancellation policy, you agree that in the event you have already been paid, Payment Entities will be entitled to recover the amount of any such refund from you, including by subtracting such refund amount out from any future Payoutsdue to you.

9.6 In the event of a dispute between an Organizer and a Provider, Users may send an email to emparty.com/resolutions-center with complaints and claims.  Emparty will use reasonable efforts to respond to such emails.

 

 

  1. Ratings and Reviews

10.1 Within a certain timeframe after completing a booking, Organizers and Providers can leave a public review (“Review”) and submit a star rating (“Rating”) about each other. Ratings or Reviews reflect the opinions of individual Users and do not reflect the opinion of Emparty. Ratings and Reviews are not verified by Emparty for accuracy and may be incorrect or misleading.

10.2 Ratings and Reviews by Organizers and Providers must be accurate and may not contain any offensive or defamatory language. Ratings and Reviews are subject to Section 5.

10.3 Users are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another User.

10.4 Ratings and Reviews are part of a User’s public profile and may also be surfaced elsewhere on the Emparty Platform (such as the Listing page) together with other relevant information such as number of bookings, number of cancellations, average response time and other information.

  1. Damage to Venues or Rental, Disputes between Users

As an Organizer, you are responsible for leaving the Venue (including any property located at the Venue), and returning any Rental, in the condition it was in when you arrived at the Venue or received the Rental. You are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you invite to, or otherwise provide access to, the Venue or the Rental, excluding the Provider (and the individuals the Provider invites to the Venue or Provider gives access to the Rental, if applicable).

  1. Taxes

12.1 As a Provider you are solely responsible for determining your obligations to report, collect, remit or include in your Listing Fees any sales taxes, occupancy tax, or income taxes (“Taxes“).

12.2 Tax regulations may require us to collect appropriate Tax information from Providers, or to withhold Taxes from payouts to Providers, or both. If a Provider fails to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to freeze all payouts, withhold such amounts as required by law, or to do both, until resolution.

  1. Prohibited Activities

13.1 You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Emparty Platform. In connection with your use of the Emparty Platform, you will not and will not assist or enable others to:

  • breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, or any of our policies or standards;
  • use the Emparty Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Emparty endorsement, partnership or otherwise misleads others as to your affiliation with Emparty;
  • copy, store or otherwise access or use any information, including personally identifiable information about any other User, contained on the Emparty Platform in any way that is inconsistent with Emparty’sPrivacy Policyor these Terms or that otherwise violates the privacy rights of Users or third parties;
  • use the Emparty Platform in connection with the distribution of unsolicited commercial messages (“spam”);
  • offer, as a Provider, any Venue that you do not own or have permission to make available as a rental through the Emparty Platform;
  • unless Emparty explicitly permits otherwise, book any Listing if you will not actually be using the Provider Services yourself;
  • contact another User for any purpose other than asking a question related to your own booking, Listing, or the User’s use of the Emparty Platform, including, but not limited to, recruiting or otherwise soliciting any User to join third-party services, applications or websites, without our prior written approval;
  • use the Emparty Platform to request, make or accept a booking independent of the Emparty Platform, to circumvent any Service Fees or for any other reason;
  • request, accept or make any payment for Listing Fees outside of the Emparty Platform or Payment Entities. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Emparty harmless from any liability for such payment;
  • discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;
  • use, display, mirror or frame the Emparty Platform or Collective Content, or any individual element within the Emparty Platform, Emparty’s name, any Emparty trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Emparty Platform, without Emparty’s express written consent;
  • dilute, tarnish or otherwise harm the Emparty brand in any way, including through unauthorized use of Collective Content, registering and/or using Emparty or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Emparty domains, trademarks, taglines, promotional campaigns or Collective Content;
  • use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Emparty Platform for any purpose;
  • avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Emparty or any of Emparty’s providers or any other third party to protect the Emparty Platform;
  • attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Emparty Platform;
  • take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Emparty Platform;
  • export, re-export, import, or transfer the Application except as authorized by United States law, the export control laws of your jurisdiction, and any other applicable laws; or
  • violate or infringe anyone else’s rights or otherwise cause harm to anyone.

13.2 You acknowledge that Emparty has no obligation to monitor the access to or use of the Emparty Platform by any User or to review, disable access to, or edit any User Content, but has the right to do so to (i) operate, secure and improve the Emparty Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Users agree to cooperate with and assist Emparty in good faith, and to provide Emparty with such information and take such actions as may be reasonably requested by Emparty with respect to any investigation undertaken by Emparty or a representative of Emparty regarding the use or abuse of the Emparty Platform.

  1. Term and Termination, Suspension and other Measures

14.1 This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Emparty terminate the Agreement in accordance with this provision.

14.2 You may terminate this Agreement at any time by sending us an email to support@emparty.com.

14.2.1  If you cancel your Emparty Account as a Provider of anything other than Venues, any confirmed booking(s) will be automatically cancelled and your Organizers will receive a full refund.

14.2.2  If you cancel your Emparty Account as a Provider of Venues (or Venues plus any other Provider Services), you may opt to:

  1. perform on any confirmed booking(s) with Organizers (and any such bookings remain subject to Emparty’s fees and terms), or
  2. cancel all existing bookings and reservations and refund all Organizer funds held, in accordance with the Payment Terms.

14.2.3  As of the date a Provider of a Venue cancels their Emparty Account, Organizers may not book new events or modify or add Provider Services to existing bookings via the Emparty Platform.

14.2.4  If you cancel your Emparty Account as an Organizer, you may cancel any confirmed booking(s) and any refund will depend upon the terms of the Listing’s cancellation policy.

14.3 Without limiting our rights specified below, Emparty may terminate this Agreement for convenience at any time by giving you thirty (30) days’ notice via email to your registered email address.

14.4 Emparty may immediately, without notice, terminate this Agreement and/or stop providing access to the Emparty Platform if (i) you have materially breached your obligations under these Terms, the Payment Terms, our policies and standards, (ii) you have violated applicable laws, regulations or third party rights, (iii) Emparty believes in good faith that such action is reasonably necessary to protect the personal safety or property of Emparty, its Users, or third parties (for example in the case of fraudulent behavior of a User), or (iv) Emparty, at its sole option, terminates all or part of the Emparty Platform services.

14.4.1 If Emparty terminates in accordance with Section 14.4 (iv):

  1. Organizers may not make new reservations or bookings.
  2. Any existing reservations or bookings will be cancelled and all funds received will be refunded in accordance with the Payment Terms.

14.5 In addition, Emparty may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, the Payment Terms, our policies and standards, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Emparty Account registration, Listing process or thereafter, (iv) you and/or your Listings or Provider Services at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor Ratings or Reviews or Emparty otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed bookings or failed to respond to booking requests without a valid reason, or (vii) Emparty believes in good faith that such action is reasonably necessary to protect the personal safety or property of Emparty, its Users, or third parties, or to prevent fraud or other illegal activity:

  • refuse to surface, delete or delay any Listings, Ratings, Reviews, or other User Content;
  • cancel any pending or confirmed bookings;
  • limit your access to or use of the Emparty Platform;
  • temporarily or permanently revoke any special status associated with your Emparty Account;
  • temporarily or in case of severe or repeated offenses permanently suspend your Emparty Account and stop providing access to the Emparty Platform.

In case of non-material breaches and where appropriate, you will be given notice of any intended measure by Emparty and an opportunity to resolve the issue to Emparty’s reasonable satisfaction.

14.6 If we take any of the measures described above (i) we may refund your Organizers in full for any and all confirmed bookings that have been cancelled, irrespective of preexisting cancellation policies, and (ii) you will not be entitled to any compensation for pending or confirmed bookings that were cancelled.

14.7 When this Agreement has been terminated, you are not entitled to a restoration of your Emparty Account or any of your User Content. If your access to or use of the Emparty Platform has been limited or your Emparty Account has been suspended or this Agreement has been terminated by us, you may not register a new Emparty Account or access and use the Emparty Platform through an Emparty Account of another User.

14.8 If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.

  1. Disclaimers

If you choose to use the Emparty Platform or Collective Content, you do so voluntarily and at your sole risk. The Emparty Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied.

You agree that you have had whatever opportunity you deem necessary to investigate the Emparty Services, laws, rules, or regulations that may be applicable to your Listings and/or Provider Services you are receiving and that you are not relying upon any statement of law or fact made by Emparty relating to a Listing.

If we choose to conduct identity verification or background checks on any User, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a User or guarantee that a User will not engage in misconduct in the future.

You agree that some Entertainment or other Provider Services may carry inherent risk, and by participating in such services, you and your invitees choose to assume those risks voluntarily. For example, some Provider Services may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those Provider Services. You assume full responsibility for the choices you make before, during and after your participation in a Provider Service.  You agree to release and hold harmless Emparty from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to during the Provider Service or in any way related to the Provider Service.

 

If you are bringing or inviting a minor to any Venue or Entertainment or other Provider Service, you are solely responsible for the supervision of that minor throughout the duration of your Provider Service and to the maximum extent permitted by law, you agree to release and hold harmless Emparty from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to that minor during the Provider Service or in any way related to your Provider Service.

The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

  1. Liability

16.1 You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Emparty Platform and Collective Content, your publishing or booking of any Listing via the Emparty Platform, your use of any Venue or Rental, participation in any Catering, Entertainment or use of any other Provider Service, or any other interaction you have with other Users whether in person or online remains with you. Neither Emparty nor any other party involved in creating, producing, or delivering the Emparty Platform or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Emparty Platform or Collective Content, (iii) from any communications, interactions or meetings with other Users or other persons with whom you communicate, interact or meet with as a result of your use of the Emparty Platform, or (iv) from your publishing or booking of a Listing, including the provision or use of a Listing’s Provider Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Emparty has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Providers pursuant to these Terms, in no event will Emparty’s aggregate liability arising out of or in connection with these Terms and your use of the Emparty Platform including, but not limited to, from your publishing or booking of any Listings via the Emparty Platform, or from the use of or inability to use the Emparty Platform or Collective Content and in connection with any Venue, Catering, Entertainment, Rental, or other Provider Service or interactions with any other Users, exceed the amounts you have paid or owe for bookings via the Emparty Platform as an Organizer in the twelve (12) month period prior to the event giving rise to the liability, or if you are a Provider, the amounts paid by Emparty to you in the twelve (12) month period prior to the event giving rise to the liability, or one hundred U.S. dollars (US$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Emparty and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

  1. Indemnification

You agree to release, defend (at Emparty’s option), indemnify, and hold Emparty and its affiliates and subsidiaries, including but not limited to, Payment Entities, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our policies or standards, (ii) your improper use of the Emparty Platform or any Emparty Services, (iii) your interaction with any User, use of a Venue, Catering or Rental, participation in Entertainment or other Provider Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, or (iv) your breach of any laws, regulations or third party rights.

  1. Dispute Resolution and Arbitration Agreement

18.1 Overview of Dispute Resolution Process. Emparty is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom Section 18.1 applies: (1) an informal negotiation directly with Emparty’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules (as modified by this Section 18 and except as provided in Section 18.6). Specifically, the Consumer Arbitration Rules provide:

  • Claims can be filed with AAA online (www.adr.org);
  • Arbitrators must be neutral, and no party may unilaterally select an arbitrator;
  • Arbitrators must disclose any bias, interest in the result of the arbitration, or relationship with any party;
  • Parties retain the right to seek relief in small claims court for certain claims, at their option;
  • The initial filing fee for the consumer is capped at $200;
  • The consumer gets to elect the hearing location and can elect to participate live, by phone, video conference, or, for claims under $25,000, by the submission of documents;
  • The arbitrator can grant any remedy that the parties could have received in court to resolve the party’s individual claim.

18.2 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Emparty each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Emparty’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.

18.3 Agreement to Arbitrate. You and Emparty mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the Emparty Platform, the Provider Services, or the Collective Content (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Emparty agree that the arbitrator will decide that issue.

18.4 Exceptions to Arbitration Agreement. You and Emparty each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

18.5 Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.

18.6 Modification to AAA Rules – Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Emparty agrees that any required arbitration hearing may be conducted, at your option, (a) in the county where you reside; (b) in Santa Clara County; (c) in any other location to which you and Emparty both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.

18.7 Modification of AAA Rules – Attorney’s Fees and Costs. You and Emparty agree that Emparty will be responsible for payment of the balance of any initial filing fee under the AAA Rules in excess of $200 for claims of $75,000 or less. You may be entitled to seek an award of attorney fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the AAA rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, Emparty agrees it will not seek, and hereby waives all rights it may have under applicable law or the AAA Rules, to recover attorneys’ fees and expenses if it prevails in arbitration.

18.8 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

18.9 Jury Trial Waiver. You and Emparty acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.

18.10 No Class Actions or Representative Proceedings. You and Emparty acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and Emparty both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.

18.11 Severability. Except as provided in Section 18.10, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

18.12 Changes. Notwithstanding the provisions of Section 3 (“Modification of these Terms”), if Emparty changes this Section 18 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Emparty’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Emparty in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).

18.13 Survival. Except as provided in Section 18.12, this Section 18 will survive any termination of these Terms and will continue to apply even if you stop using the Emparty Platform or terminate your Emparty Account.

  1. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Emparty Platform (“Feedback“). You may submit Feedback by emailing us, through the “Contact” section of the Emparty Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

  1. Applicable Law and Jurisdiction

These Terms will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 18 must be brought in state or federal court in Mountain View, California, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Mountain View, California.

  1. General Provisions

21.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Emparty and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Emparty and you in relation to the access to and use of the Emparty Platform.

21.2 No joint venture, partnership, employment, or agency relationship exists between you and Emparty as a result of this Agreement or your use of the Emparty Platform.

21.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

21.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

21.5 Emparty’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

21.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Emparty’s prior written consent. Emparty may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.

21.7 Unless specified otherwise, any notices or other communications to Users permitted or required under this Agreement, will be provided electronically and given by Emparty via email, Emparty Platform notification, or messaging service (including SMS). Thedate of receipt for notices will be deemed the date on which Emparty transmits the notice.

21.8 If you have any questions about these Terms please email us at info@empaty.com.