Terms of Use

AllSeated Terms of Use

Last Updated: October 24, 2017

 

Welcome to the AllSeated, Inc. (“AllSeated”) website located at www.allseated.com (the “Site”). Please read these Terms of Service (the “TOU”) and our Privacy Policy (https://www.allseated.com/privacy-policy/) carefully because they govern youralls use of our Site and our proprietary event collaboration platform and related services, accessible via our Site and our software, including any browser extensions, widgets and mobile device applications we may provide for use solely in connection with the AllSeated Services (“Software”), unless you and AllSeated have entered into a separate agreement. To make these TOU easier to read, the Site, our platform, services and Software are collectively called the “AllSeated Services.” The AllSeated Services are owned and operated by AllSeated.

 

ARBITRATION NOTICE: UNLESS YOU ARE ACCESSING OR USING THE ALLSEATED SERVICES ON BEHALF OF AN ORGANIZATION OR OTHER LEGAL ENTITY OR OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “DISPUTE RESOLUTION FOR CONSUMERS” SECTION BELOW, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “DISPUTE RESOLUTION FOR CONSUMERS” SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND ALLSEATED WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

 

Certain elements of the AllSeated Services or programs and promotions offered by AllSeated, may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these TOU and the terms posted for a specific service, program or promotion offered by AllSeated, the latter terms and conditions will take precedence with respect to your use of or access to that element of the AllSeated Services or your participation in such program or promotion. These TOU do not apply to use of AllSeated’s integrated solution for websites which is governed by a separate agreement. For more information about AllSeated integrated solution services please email us at sales@allseated.com.

 

Acceptance of Terms

BY USING OR ACCESSING ANY PART OF THE ALLSEATED SERVICES, YOU AGREE TO ALL OF THE TOU CONTAINED HEREIN AND THE PRIVACY POLICY INCORPORATED HEREIN BY REFERENCE (THE ‘PRIVACY POLICY’). IF YOU DO NOT AGREE TO THESE TOU, DO NOT USE OR ACCESS THE ALLSEATED SERVICES.

AllSeated reserves the right, in its sole discretion, to modify or replace any of the TOU at any time. If we do so, we’ll let you know either by posting the modified TOU on the Site or through other communications. It’s important that you review these TOU whenever we modify them because if you continue to use the AllSeated Services after we have posted the modified TOU on the Site, you are indicating to us that you agree to be bound by the modified TOU.

If any change to these TOU is not acceptable to you, your sole remedy is to cease accessing, browsing or otherwise using the AllSeated Services.

You affirm, and we hereby rely on such affirmation, that you are 18 years of age or older and capable of forming a binding contract with AllSeated, and are not barred from using the AllSeated Services under applicable law.  If you are under 18 years of age, please do not register for or use the AllSeated Services.

If you’re agreeing to these TOU on behalf of an organization or other legal entity (such as your employer), you represent and warrant that you have the authority to bind that organization or entity to these TOU. In that case, “you” and “your” will refer to that organization or entity.

 

Definitions

Account” means an account created by a Host, Venue, Vendor or User.

Event” means a social event that is registered for collaboration on the AllSeated Services, including but not limited to a wedding, a charity function or a corporate meeting, created by either a Host, a Venue or a Vendor.

Host” means the individual or entity hosting an Event.

Location Appearance” the results of filming, photographing or recording onsite at an Event location by AllSeated personnel, including any images or identifying features of such location therein.

Location Materials” means the any materials developed or created by AllSeated or on its behalf by AllSeated personnel, in which the Location Appearance may be incorporated or appear, including all intellectual property rights therein.

Order Form” means a document that details any specific AllSeated Services, associated fees, and other related details. If multiple Order Forms will apply to these TOU, they will each have their own unique identifier. All duly executed Order Form(s) are deemed incorporated herein by this reference. Each Order Form is intended to define a separate contract particular to that order, incorporating by reference these TOU. An Order Form may also contain other terms or conditions, mutually agreed upon in writing by AllSeated and you, which apply specifically to that particular order/contract. If there is a conflict between these TOU and any Order Form, the terms of the Order Form will take precedence over the terms and conditions of the TOU. You agree that each Order Form will be signed by a representative having the authority to bind You, and that AllSeated may presume that such representative has such authority.

User” means any registered and authorized user of the AllSeated Services, excluding the Host, the Venue and any Vendor, to which either the Host, Venue or a Vendor granted permission or otherwise invited to use an Account.

Vendor” means a vendor of event planning products or event related services.

Vendor Services” means the event planning or event related services offered or provided by a Vendor.

Venue” means the venue in which the Event takes place.

Widget” means AllSeated’s proprietary 3D venue rendering widget.

Widget Code” means an HTML and/or JavaScript code snippet provided by AllSeated pursuant to these TOU.

You” and “your” means any person using the AllSeated Services, including the User, the Venue, the Host and any Vendors.  “We”, “our” and “us” means AllSeated, its parent corporations, subsidiaries and affiliates.

 

 

Registration

To be registered as a user of the AllSeated Services, whether as a Host, Venue, Vendor or User, you hereby agree to: (a) provide, upon registration, true, accurate, current and complete information details about yourself; and (b) maintain and promptly update your registration data, keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, incurrent and incomplete, AllSeated has the right to suspend or terminate your user Account and refuse any and all of your current or future use of the AllSeated Services (or any part thereof).

Upon registration with the AllSeated Services, an “Account” is created, as more fully set forth below.

 

Account/Event

In order to use the AllSeated Services, you must open an Account. As a User, you may receive and accept invitations from other Users to join an Event, in which case you may have access to one or more Events through your Account.

An Event may be created by a Host, a Venue or a Vendor; however, in order to access an Event not initially created by you, you are required to receive specific permission and /or an invitation from the Host, the Venue or the Vendor which created such Event.

You are responsible for maintaining the confidentiality of the password to the Account(s). You agree to immediately notify AllSeated of any unauthorized use of your Account or your password for your Account or Event or any other breach of security. You also agree to ensure that you exit from an Account and/or Event at the end of each session. AllSeated cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with these requirements.  

 

Description and Use of the AllSeated Services

AllSeated provides a simple and quick online web-based platform that facilitates collaboration for event planning. Please visit here www.allseated.com for a detailed description of the AllSeated Services, available subscriptions and their related usage plans. If you wish to use the “360/Realplans” feature of the AllSeated Services (“360/Realplans Feature”) you must agree to the terms and conditions of the 360/Realplans Addendum. The 360/Realplans Addendum contains terms regarding AllSeated’s on-site imaging services and payment for those services to enable the implementation of the 360/Realplans Feature for a User’s specific Event locations. Please contact AllSeated, using the contact information provided on the Site, for further information on completing your order.

 

Payments and Subscriptions

We offer several types of subscriptions for the AllSeated Services, including a “Free Tier”, “Basic”, “Pro” and “Pro+” subscriptions. A specific AllSeated Service may be bundled with a good or item related to the access or use of such AllSeated Services in which case such item will be deemed included in the definition of the AllSeated Services for the purposes of these TOU.

 

By selecting one of our subscriptions, including any bundled goods or items, you agree to pay in advance the applicable fees including the subscription fee, if any, as posted on the Site, made available to you via the AllSeated Services or stated in the applicable Order Form, plus any applicable taxes and other fees that may accrue in relation to your use or access to the AllSeated Services. All fees are non-refundable and non-transferable unless otherwise provided in these TOU. All fees and applicable taxes, if any, are payable in United States dollars.

(a)          Usage; Upgrading and Downgrading.  Each type of subscription has a maximum number of Events that may be created through your Account (“Event Maximum”) for one year. If the number of Events for your Account will exceed the Event Maximum for the type of subscription you have selected, you will not be able to create additional Events using the AllSeated Services until you upgrade your subscription to the next subscription tier. It is not possible to downgrade subscriptions for the remainder time left in your subscription period if you have already exceeded the number of Events for the tier below that of your current subscription. For example, if you sign up for a subscription with a 100 Event Maximum per year, and at the time you wish to downgrade to a lower service tier with a 50 Event Maximum, you have already created 75 Events on AllSeated, you will not be able to downgrade during your current subscription period.

(b)          Free Tiers. Certain of the AllSeated Services are available free of charge, also with a specified Event Maximum. We call this an “AllSeated Free Tier”. For example, as a Host or Vendor you can experience the AllSeated Services free of charge provided you keep your usage below the designated Event Maximum for the Free Tier.

(c)           Transactions. By purchasing a subscription (including any bundled good) (each, a “Transaction”), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information).

(d)            Advance Payment of Subscription Fees. If you purchase a subscription through the AllSeated Services, the subscription fee (plus any applicable taxes and other charges) will be charged to you at the beginning of the subscription and, because each such subscription renews automatically, for each additional period equal in length to the expiring subscription term until you cancel the subscription, as described below. If your monthly subscription began on a day not contained in a given month, we may charge you on such other day in the applicable month as we deem appropriate. For example, if your subscription started on January 31st, your next payment date is likely to be February 28th and you will be billed on that date. Subscription fees auto-renew as set forth below. AllSeated may offer the choice of payment via your payment method or account through invoicing subject to the terms and conditions of the applicable Order Form. Unless agreed to in writing, for all Accounts if the amount due is not received by AllSeated by the due date, then without limiting AllSeated’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) AllSeated may condition future subscription renewals and Order Forms on payment terms shorter than those specified in this Section.

(e)             Recurring Payment. By entering into these TOU and electing a subscription, you acknowledge that your subscription has a recurring payment feature and you accept responsibility for all recurring payment obligations prior to cancellation of your subscription by you or AllSeated. For monthly or annual subscriptions, such subscription renews automatically for an additional period equal in length to the expiring subscription term at the time of each renewal until cancelled by you or we terminate access to or use of the AllSeated Services in accordance with these TOU. You must cancel your monthly or annual subscription before it renews to avoid the billing of the fees for the next subscription period.

(f)              Cancellation of Subscription. You may cancel your subscription at any time. All payments are non-refundable and non-transferable. You will not receive a refund of any portion of the subscription fees paid for the then-current subscription period at the time of cancellation. If you cancel, you can continue to enjoy your subscription through the end of your current month for monthly subscriptions and through the end of your annual subscription period for annual subscriptions. To cancel, you can do so on your billing page in the app or email us at allseated@allseated.com. Please follow the instructions, if any, that we provide to you in response to your cancellation request.

(g)             Termination of Subscriptions. We may terminate access to or use of the AllSeated Services, at our sole discretion, at any time and without prior notice. All fees are non-refundable. Except in the event of a termination of your subscription for breach of these TOU, if we terminate your subscription, you may continue to use the AllSeated Services for the remainder of your current subscription period, after such time the subscription AllSeated Services will no longer be available to you

(h)             Subscription Price Changes. The price of subscriptions is subject to change at any time without notice. We reserve the right at any time to correct any inadvertent pricing errors, to change or revoke any limited-time offer, and to correct any errors, inaccuracies, or omissions on the Site or in the AllSeated Services, including after you have been charged your subscription fee. If we change the price of your subscription, you have the option to cancel at any time before the new price is applied. Please see above for further information about cancellation.

 

Shipment and Delivery

If your subscription includes an item that must be shipped to you, we may provide a single shipping method and carrier, or multiple methods and carriers, for delivery, at our sole discretion. You will be responsible for all shipping-related costs and expenses, and these will be noted on your order screen before you complete your Transaction.   Once the item is sent to the carrier, ownership of the item and the risk of that item’s loss passes to you.

You understand that all scheduled shipment dates and estimated shipment dates are estimates only.  We’ll make reasonable efforts to meet the scheduled shipment dates, but in no event will we be liable for any loss, damage, or penalty resulting from any delay in shipment or delivery, nor will the carrier be deemed our agent.  If your order includes multiple items, we may send you your items in installments and charge you separately for each installment.  We have the right to allocate our available inventory of the items among other purchasers in such manner as we see fit.  If we’re not able to charge your payment method or you fail to pay for your purchase, we have the right to delay or suspend shipment of the item or the commencement of related AllSeated Services.

 

Intellectual Property Rights – Content

For purposes of these TOU: (i) “Content” means text, graphics, 3D models, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the AllSeated Services and its Location Materials; and (ii) “Event Content” means any Content that a User (which may include you) provides to be made available through the AllSeated Services, including without limitation any venue floor plans or other event planning related content submitted to AllSeated. Content may include, without limitation, Event Content.

 

Content Ownership and Responsibility

AllSeated does not claim any ownership rights in any Event Content and nothing in these TOU will be deemed to restrict any rights that you may have to use and exploit your Event Content. Subject to the foregoing, AllSeated and its licensors exclusively own all right, title and interest in and to the AllSeated Services and Content, including all associated intellectual property rights. You acknowledge that the AllSeated Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the AllSeated Services or Content.

 

Rights in Event Content Granted by You

By making any Event Content available through the AllSeated Services you hereby grant to AllSeated a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, distribute and otherwise exploit your Event Content on, through, by means of, or to promote, market or advertise, the AllSeated Services, or for any other purpose in our sole discretion, including without limitation providing Event Content to you and other users of the AllSeated Services. For clarity, the license granted to AllSeated will survive termination of the AllSeated Services or your Account.

You are solely responsible for all your Event Content. You represent and warrant that you own all your Event Content or you have all rights necessary to grant us the license rights in your Event Content under these TOU. You also represent and warrant that neither your Event Content, nor your use and provision of your Event Content to be made available through the AllSeated Services, nor any use of your Event Content by AllSeated on or through the AllSeated Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. AllSeated will not be liable or responsible for any Event Content provided by you or any other Account holder.

 

Rights in Content Granted by AllSeated

Subject to your compliance with these TOU, AllSeated grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy, display and print the Content solely in connection with your Event and your permitted use of the AllSeated Services. You will not use, copy, modify, create derivative works based upon, publicly display, publicly perform, distribute or otherwise exploit the Content, except as expressly permitted in these TOU. Any Content is provided to you AS IS. If you download or print a copy of any Content, you must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by AllSeated or its licensors, except for the licenses and rights expressly granted in these TOU.

 

Software & Widgets

Subject to the terms and conditions of these TOU, AllSeated hereby grants to you a limited, personal, non-transferable, non-sublicensable, revocable, terminable, non-exclusive license, solely for your personal or business use in accordance with the terms and conditions of these TOU: (a) to use the Software, in object code form only as applicable (e.g., when our Software is available for download); and (b) to embed the Widget Code in the HTML code on a website that you own or operate (“Your Website”),  solely for the purpose of accessing, displaying and launching the Widget on Your Website. Except as explicitly provided in this Section, for the purposes of these TOU, the Widget Code will be deemed included in the definition of Software.

Neither the Software nor any portion thereof may be used by or on behalf of, accessed by, re-sold to, returned to, or distributed to any other party (whether for consideration or not), unless you have obtained prior written approval from AllSeated. You acknowledge that the source code of the Software, and the underlying ideas or concepts, are valuable intellectual property of AllSeated and you will not (and will not allow any third party to): (a) decompile, disassemble, or otherwise reverse engineer any encrypted or encoded portion of the Software; (b) sell, sublicense, rent, lease, distribute, market, or commercialize the Software for any purpose, including timesharing or service bureau purposes; (c) remove any product identification, proprietary, copyright or other notices contained in the Software; (d) use the Software in a manner that is not in compliance with AllSeated’s specific instructions; (e) modify or create a derivative work of any portion of the Software, including any encrypted or encoded portion of the Software; or (f) publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Software.

Notwithstanding anything to the contrary contained herein, except for the limited license rights expressly provided herein, AllSeated has and will retain all rights, title and interest in and to the Software (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) and all copies, modifications and derivative works thereof. You hereby acknowledge that you obtain only a limited license right to the Software and that irrespective of any use of the words ‘purchase’, ‘sale,’ or like terms hereunder, no ownership rights are being conveyed to you under these TOU or otherwise.

 

The Widget and the Widget Code

By placing the Widget on a website that you own or operate (“Your Website”), you consent to AllSeated delivering Event Content to Your Website, which will permit visitors who come to Your Website to view selected Event Content.  To launch the Widget on Your Website, you will need to insert the Widget Code in the HTML code for Your Website.  The Widget and the Widget Code will be in the form and format as determined by AllSeated from time to time and you agree that you are responsible for: (i) updating and maintaining the trademark, patent, copyright or other licenses necessary in order to display or use the Event Data, the Widget and the Widget Code on Your Website; and (ii) obtaining and maintaining, at your sole expense, any equipment needed to access and use the Event Content, the Widget and the Widget Code as authorized in these TOU.

 

No Support Obligations

AllSeated is not obligated to offer any technical or maintenance support for the Widget or the Widget Code.  AllSeated may offer upgrades or updates to the Widget or the Widget Code from time to time in its sole discretion and may automatically update the version of the Widget or the Widget Code you are using.  You consent to such automatic updating or upgrading and agree that these Widget Terms of Service will apply to all such updates and upgrades.

AllSeated reserves the right at any time to terminate or modify your permission to embed the Widget Code or display the Widget or to change the Widget and the Widget Code or the format of the content returned by the Widget and the Widget Code.  You may terminate the license to the Widget and the Widget Code at any time by removing the Widget and the Widget Code from Your Website and destroying all copies of the Widget and the Widget Code in your possession or control.  Without limiting any other terms of these TOU, the license to the Widget and the Widget Code will automatically terminate without notice from AllSeated if you breach any terms of these TOU.  Upon any termination of these TOU, you must cease all use of the Widget and the Widget Code and promptly delete and destroy all copies, full or partial, of the Widget and the Widget Code.

 

 

General Prohibitions

AllSeated hereby grants you permission to use the AllSeated Services, provided that: (a) you will not, nor will you permit anyone else to, copy or distribute any part of the AllSeated Services in any medium without AllSeated’s prior written authorization, except for the purpose as set forth in the Site and in these TOU; (b) you will not, nor will you permit anyone else to, alter or modify any part of the AllSeated Services or display the Widget or the Widget Code on a website that disparages AllSeated or the AllSeated Services or in a manner inconsistent with these TOU ; (c) you will not, nor will you permit anyone else to, publish upload, post, transmit, share, store or otherwise make available Content that : (i) in any manner infringes, violates or misappropriates any third party’s intellectual property rights or other proprietary rights, including copyright, trademark, privacy, publicity or other personal or proprietary rights (including Event Content for which you do not have (x) the lawful right to copy, transmit, display and sublicense as provide herein) or (z) the consent or permission of each identifiable person in the Event Content to use the name, voice, signature, photograph, or likeness of each such person (to the extent each is implicated by the Event Content) and such consent or permission is necessary);  (ii) is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including without limitation engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes; (iii) violates any applicable laws, regulations or generally-accepted advertising industry guidelines; (iv) in any manner might be libelous or defamatory, or in a way that is otherwise malicious or harmful to any person or entity, or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age; (v) in any manner concerning minors, identifies them, and/or their personal details or their address and ways to contact them; (vi) includes passwords, user names and other details enabling the use of computer software, digital files, internet sites or services that require registration or payment, without such payment or registration; and (vii) in the sole discretion of AllSeated, is objectionable or which restricts or inhibits any other person from using or enjoying the AllSeated Services, or which may expose AllSeated or its users to any harm or liability of any type.

 

Limitations on Use of the AllSeated Services

As a user of the AllSeated Services, you agree not to do any of the following:

(a)          use or launch any automated system, including without limitation, ‘robots’, ‘spiders,’ ‘offline readers’ etc., that access the AllSeated Services in a manner that sends more request messages to AllSeated’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser; (Notwithstanding the foregoing, AllSeated grants the operators of public search engines permission to use spiders to copy materials from the AllSeated Services for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. AllSeated reserves the right to revoke these exceptions either generally or in specific cases.)

(b)          collect or harvest any personally identifiable information from the AllSeated Services or other communication systems provided by the AllSeated Services for any commercial solicitation purposes;

(c)           avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by AllSeated or any of AllSeated’s providers or any other third party (including another user) to protect the AllSeated Services or Content, including the calculation and accrual of fees;

(d)          recruit, solicit, or contact in any form users of the AllSeated Services for employment or any other use not specifically intended by the AllSeated Services;

(e)          advertise or solicit products or services unrelated to or inappropriate for the AllSeated Services including, but not limited to any Vendor Services that promote or offer junk mail, spam, chain letters, Ponzi schemes, pyramid schemes, affiliate marketing or unsolicited commercial content, online surveys or contests, raffles, prizes, bonuses, games of chance or giveaways; or

(f)        Use the AllSeated Services (including, without limitation, AllSeated’s Content, Location Materials, Software or Widgets) in connection with a competitor’s product or services, or to develop or deliver a product or service competitive with AllSeated’s products or services; or

(g)       Encourage or enable any other individual to do any of the foregoing.

 

You acknowledge that you have requested to access, use and obtain the AllSeated Services for your convenience, have made your own independent assessment of the adequacy of the AllSeated Services and that you are satisfied with such assessment.

You acknowledge and accept that AllSeated does not guarantee continuous, uninterrupted or secure access to our AllSeated Services and operation of our AllSeated Services may be interfered with or adversely affected by numerous factors or circumstances outside of our control.

The AllSeated Services may contain links to third party websites that are not owned or controlled by the AllSeated. AllSeated has no control over, and assumes no responsibility or liability for, the content, privacy policies, or practices of any third-party websites. In addition, AllSeated will not and cannot censor or edit the content of any third-party sites. By using the AllSeated Services, you expressly relieve AllSeated from any and all liability arising from your visit and/or use of any third-party website, including linking or referring thereto. We highly encourage you to read the terms and conditions and privacy policies of each other third-party website that you visit or use as they affect your rights and liabilities under the law.

 

Intellectual Property Rights – Content

For purposes of these TOU: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the AllSeated Services; and (ii) “Event Content” means any Content that a User (which may include you) provides to be made available through the AllSeated Services, including without limitation any venue floor plans or other event planning related content submitted to AllSeated. Content may include, without limitation, Event Content.

 

Content Ownership and Responsibility

AllSeated does not claim any ownership rights in any Event Content and nothing in these TOU will be deemed to restrict any rights that you may have to use and exploit your Event Content. Subject to the foregoing, AllSeated and its licensors exclusively own all right, title and interest in and to the AllSeated Services and Content, including all associated intellectual property rights. You acknowledge that the AllSeated Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the AllSeated Services or Content.

 

Rights in Event Content Granted by You

By making any Event Content available through the AllSeated Services you hereby grant to AllSeated a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, distribute and otherwise exploit your Event Content on, through, by means of, or to promote, market or advertise, the AllSeated Services, or for any other purpose in our sole discretion, including without limitation providing Event Content to you and other users of the AllSeated Services. For clarity, the license granted to AllSeated will survive termination of the AllSeated Services or your Account.

You are solely responsible for all your Event Content. You represent and warrant that you own all your Event Content or you have all rights necessary to grant us the license rights in your Event Content under these TOU. You also represent and warrant that neither your Event Content, nor your use and provision of your Event Content to be made available through the AllSeated Services, nor any use of your Event Content by AllSeated on or through the AllSeated Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. AllSeated will not be liable or responsible for any Event Content provided by you or any other Account holder.

 

Rights in Content Granted by AllSeated

Subject to your compliance with these TOU, AllSeated grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy, display and print the Content solely in connection with your Event and your permitted use of the AllSeated Services. You will not use, copy, modify, create derivative works based upon, publicly display, publicly perform, distribute or otherwise exploit the Content, except as expressly permitted in these TOU. Any Content is provided to you AS IS. If you download or print a copy of any Content, you must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by AllSeated or its licensors, except for the licenses and rights expressly granted in these TOU.

 

Copyright Policy

AllSeated respects copyright law and expects its users to do the same. It is AllSeated’s policy to terminate in appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see AllSeated’s Copyright Policy at https://www.allseated.com/copyright-policy/, for further information.

 

Advertising Material

By using the AllSeated Services, you agree to receive information, texts, advertisements for products and/or services, notices and/or other materials from AllSeated and its partners (the ‘Advertising Material’). For example, as a Host you may receive referrals or advertisements for Vendor Services that may be of interest to you. Such Advertising Material may be personalized and served to an AllSeated user within the AllSeated Services to meet the user’s specific needs and requirements, according to relevancy as will be determined by AllSeated at its sole discretion. Such personalization may be based on information retrieved by AllSeated resulting from your use of the AllSeated Services, including information in your Event profile. You hereby release AllSeated from any and all liability arising from your receipt of Advertising Material regardless of its origin, contents and/or their context.

 

Relationship

You agree that your relationship with AllSeated is governed by these TOU and the Privacy Policy. You understand that the Advertising Material may contain offers or information from third parties, including Vendors that have established Accounts with AllSeated. AllSeated is not and will not be deemed to be a party to any contractual, commercial or other engagement between you and any other third party, whether such engagement was a result of your use of the AllSeated Services or in connection therewith or otherwise.

 

Termination

AllSeated may, at its sole discretion, terminate the AllSeated Services, your password, Account (or any part thereof) and/or your right to use the AllSeated Services, and remove and discard any and all of the Event Content for any reason, or no reason, including without limitation for lack of use, failure to timely pay the fees if and when such fees are charged, or if AllSeated believes that you have violated or acted inconsistently with the letter or spirit of these TOU.

You hereby agree that any termination of your right to use the AllSeated Services may be effected without prior notice and you hereby acknowledge and agree that AllSeated may immediately deactivate or delete an Account and all related Event Content and/or bar any further access to an Account and/or the AllSeated Services.

Further, you hereby agree that AllSeated will not be liable to you or to any third party for any termination of your right to use or otherwise access the AllSeated Services. You are responsible for (1) making all arrangements necessary for you to have access to the AllSeated Services and (2) ensuring that all persons who access the AllSeated Services through your internet connection are aware of these TOU and comply with them.

All provisions of these TOU that by their nature should survive termination of your right to use the AllSeated Services will survive such termination, including without limitation all limitation of liability, disclaimer of warranties and intellectual property terms and protection.

 

Disclaimer of Warranties

THE ALLSEATED SERVICES AND CONTENT ARE PROVIDED ‘AS IS’ WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, ALLSEATED EXPLICITYLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NO LICENSOR, DEALER, DISTRIBUTOR, RESELLER, AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY.TO THE FULLEST EXTENT PERMITTED BY LAW, ALLSEATED, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONSULTANTS, AGENTS AND AFFILIATES, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE ALLSEATED SERVICES AND CONTENT, AND THE USE THEREOF IN CONNECTION WITH THIRD PARTY ENGAGEMENTS OR OTHERWISE. ALLSEATED MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE USE OF THE ALLSEATED SERVICES OR CONTENT THEREIN IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE AND ABOUT ANY CONTENT INCLUDING WITHOUT LIMITATION THE EVENT CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE ALLSEATED SERVICES OR ANY OTHER THIRD PARTY WEBSITE OR OTHER ALLSEATED SERVICES, WHETHER ONLINE OR OFFLINE. IN ADDITION, ALLSEATED MAKES NO WARRANTIES OR  REPRESENTATIONS THAT (I) THE ALLSEATED SERVICES OR CONTENT WILL BE WITHOUT ERRORS, MISTAKES, OR INACCURACIES INCLUDING WITHOUT LIMITATION THE EVENT CONTENT OR THIRD PARTY CONTENT (II) ALLSEATED WILL PREVENT ANY UNAUTHORIZED ACCESS TO OR USE OF ALLSEATED’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; OR (III) THE ALLSEATED SERVICES OR CONTENT ARE LEGALLY OR OTHERWISE APPROPRIATE OR AVAILABLE FOR USE IN YOUR LOCATION. THOSE WHO ACCESS OR USE THE ALLSEATED SERVICES AND CONTENT MAY DO SO AT THEIR OWN FREE WILL AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAWS.

 

Limitation of Liability

IN NO EVENT WILL ALLSEATED, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONSULTANTS, AGENTS AND AFFILIATES, BE LIABLE FOR ANY, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, THE COST OF SUBSTITUTE SERVICES, PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM OR IN CONNECTION WITH THESE TOU OR FROM THE USE OF OR INABILITY TO USE THE ALLSEATED SERVICES OR CONTENT, THE VISIT IN, OR THE ENGAGEMENT WITH ANY THIRD PARTY PURSUANT TO USING THE ALLSEATED SERVICES AND/OR THE LINKING FROM THE ALLSEATED SERVICES AND/OR THE SOFTWARE, ALLSEATED’S SECURE SERVERS OR THIRD PARTY WEBSITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ALLSEATED IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING OR OTHERWISE, ALLSEATED IS FOUND LIABLE FOR DAMAGES OF ANY KIND IN CONNECTION WITH THE ALLSEATED SERVICES AND/OR THESE TOU, IN NO EVENT WILL SUCH LIABILITY EXCEED THE AMOUNTS YOU HAVE PAID TO ALLSEATED FOR USE OF THE ALLSEATED SERVICES OR USD 100, IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO ALLSEATED, AS APPLICABLE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CLIENT AND YOU.

 

Indemnity

You agree to defend, indemnify and hold harmless AllSeated, its parent corporations, subsidiaries and affiliates, officers, directors, shareholders, employees, consultants and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) a violation by you of any term of these TOU; (ii) your access to or use of the AllSeated Services; or (iii) your Event, Event Content or Your Website. This obligation for defense, indemnification and holding harmless will survive the termination or expiration of these TOU and your use of the AllSeated Services.

 

Export Control

You will comply with all applicable government trade and export control laws and regulations with respect to the AllSeated Services and the Software and the use thereof. You agree that the AllSeated Services and the Software will not be used in any country and/or in any manner prohibited by any applicable law in any jurisdiction.

 

Assignment

Your rights and obligations under these TOU may not be transferred or assigned by you, but may be assigned by AllSeated without restriction.

 

Choice of Law

These TOU will be governed by the laws of the State of California, USA, without regard to its conflict of laws principles.

 

Dispute Resolution for Organizations or Other Entities

If you are accessing and using the AllSeated Services on behalf of an organization or other legal entity, any claim or dispute between you and AllSeated that arises in whole or in part from the AllSeated Services will be decided exclusively by the state and federal courts located in San Francisco County, California.

 

Dispute Resolution for Consumers

  1. Agreement to Arbitrate.

If you are accessing and using the AllSeated Services as an individual, you and AllSeated agree that any dispute, claim or controversy arising out of or relating to these TOU or the breach, termination, enforcement, interpretation or validity thereof or the use of the AllSeated Services or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to pursue 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 (the action described in the foregoing clause (ii), an “IP Protection Action”). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide AllSeated with written notice of your desire to do so by email at allseated@allseated.com or regular mail at 230 California St. Suite 420, San Francisco, CA 94111 within thirty (30) days following the date you first agree to these TOU (such notice, an “Arbitration Opt-out Notice”). If you don’t provide AllSeated with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide AllSeated with an Arbitration Opt-out Notice, will be the state and federal courts located in San Francisco County, California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide AllSeated with an Arbitration Opt-out Notice, you acknowledge and agree that you and AllSeated are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and AllSeated otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution for Consumers” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution for Consumers” section will survive any termination of these TOU.

  1. Arbitration Rules

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules  (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution for Consumers” section. (The AAA Rules are available here or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this “Dispute Resolution for Consumers” section.

  1. Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

  1. Arbitration Location and Procedure

Unless you and AllSeated otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and AllSeated submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

  1. Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. 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 having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. AllSeated will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

  1. Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, AllSeated will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

  1. Changes

Notwithstanding the provisions “Acceptance of Terms” section above pertaining to changes to these TOU, if AllSeated changes this “Dispute Resolution for Consumers” section after the date you first accepted these TOU (or accepted any subsequent changes to these TOU), you may reject any such change by sending us written notice (as provided for in subsection (a) above) within 30 days of the date such change became effective, as indicated in the “Effective Date” above or in the date of AllSeated’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 AllSeated in accordance with the provisions of this “Dispute Resolution for Consumers” as of the date you first accepted these TOU (or accepted any subsequent changes to these TOU).

 

General

Any notices or other communications provided by AllSeated under these TOU, including those regarding modifications to these TOU, will be given: (i) via email; or (ii) by posting to the AllSeated Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. These TOU, together with AllSeated’s Privacy Policy and any other legal notices published by AllSeated on the AllSeated Services or any other specific agreement, addendum or Order Form executed between you and AllSeated, will constitute the entire agreement between you and AllSeated concerning the AllSeated Services and/or the use thereof. If any provision of these TOU is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these TOU, which will remain in full force and effect. No waiver of any term of these TOU will be deemed a further or continuing waiver of such term or any other term, and AllSeated’s failure to assert any right or provision under these TOU will not constitute a waiver of such right or provision. EXCEPT AS OTHERWISE STATED HEREIN, YOU AND ALLSEATED AGREE THAT ANY CLAIM AND/OR ACTION ARISING OUT OF OR RELATED TO THE ALLSEATED SERVICES AND/OR THE USE THEREOF, MUST BE FILED AND/OR SUBMITTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OF SUCH CLAIM ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

 

Contact Information

If you have any questions about this TOU or the AllSeated Services, please contact AllSeated at allseated@allseated.com or regular mail at 230 California St. Suite 420, San Francisco, CA 94111.

 

Revised as of: August 29, 2015