Excluding the United States of America
Effective Date: July 2020.
1.1 Welcome to Parlour, a smart touring platform which allows artists to use data to find their superfans, play mores hows, and build community. We connect artists with fans and empower them to create unique entertainment experiences together.
1.2 TheseTerms of Use (“Terms”) set forth a legally binding agreement between you and Parlour ( “we”, “our”, or “us”), and govern your use of any online service location that posts a link to these Terms, and all features, content, and other services that we own, control and make available through such online service location (collectively, the “Service”).
1.3 In some instances, both these Terms and separate terms elsewhere on the Service will apply to your use of the Service (“AdditionalTerms”). To the extent there is a conflict between these Terms and any applicable Additional Terms, the Additional Terms will control unless they expressly state otherwise.
1.4 By accessing or using the Service you become a user of the Service (“User”) and you agree to these Terms, and consent to our collection, use and disclosure practices, and other activities as described in our Privacy Policy
2.1 For the purpose of these Terms the following definitions apply:
• “Artist” means a musician or artist who performs at a Parlour Gig, or who establishes an account with Parlour for the purpose of potentially performing Parlour Gigs.
• “Booking Agreement” means the agreement between the Artist and the Host for booking the applicable Parlour Gig.
• “Booking Fee” means the booking fee charged by Parlour Gigs, which is the amount published on the Parlour Gigs website in respect of the country in which the Parlour Gig takes place, and is included in the ticket price to a Parlour Gig.
• “Claims” includes actions, suits, claims, demands, losses, liabilities, damages, costs and expenses.
• “Deposit” means a deposit paid by a Host in relation to a Parlour Gig pursuant to these Terms.
• “GST” means Australian goods and services tax.
• “Guest” means any person who has purchased a valid ticket to a Parlour Gig or a person who attends a Parlour Gig who is not a Host or Artist.
• “Host” means the person hosting, or applying to host, a Parlour Gig at their house or other venue.
• “Maximum Capacity” means the maximum number of Guests who will attend a Parlour Gig, as nominated by the Host.
• “Net Ticket Sales” means the gross ticket revenue collected from a particular Parlour Gig less the Booking Fee and Service Fee.
• “Parlour” means Parlour Gigs Pty Ltd.
• “Parlour Gig” means a live performance by an Artist which is hosted by a Host using the Service and promoted through the Service.
• “Payment In Full” means payment in full by a Host for a Parlour Gig in accordance with Section 8.2(a)(ii) or Section 8.3(a)(ii)
• ‘Service Fee’ means the 17% fee deducted by Parlour from the gross ticket sales revenue for a particular Parlour Gig (calculated after the deduction of the Booking Fees).
• ‘Ticket Price” means the ticket price (including the Booking Fee) for a Parlour Gig.
• “Ticket Target” means the minimum number of ticket sales that need to be achieved for a particular Parlour Gig.
3.1 Parlour provides the Service as a platform for the Artist and the Host to connect, organize a Parlour Gig and sell tickets to Guests for that Parlour Gig. Parlour is not involved in the direct operation or organization of any Parlour Gig. It is the responsibility of the Host and Artist to agree on the ticket price, date, times and all other details of each Parlour Gig pursuant to a Booking Agreement.
3.2 Each Host and Artist agrees that Parlour is not a party to any Booking Agreements between the Host and Artist, nor is Parlour an agent for either Host or Artist, except in relation to facilitating ticketing sales to Parlour Gigs on the Service and making payment to the Artist pursuant to these Terms.
3.3 Parlour is the exclusive ticketing agent for all Parlour Gigs.
4.1 To access the Service as an Artist, Host, or Guest, you must register an account. When registering an account, you agree to:
(a) provide true, accurate, current, and complete information;
(b) maintain and update this information to keep it true, accurate, current, and complete;
(c) protect and prevent unauthorized access to your account;
(d) not transfer or share your account with any third party; and
(e) immediately notify us of any suspected or actual unauthorized use of your account or breach of security. You are solely responsible for all activities that occur under your account, whether or not you authorized the activity, and we are not liable for any loss or damage to you or any third party arising from your failure to comply with any of the foregoing obligations.
4.2 Parlour in its sole discretion may:
(a) terminate or suspend a User account, as set out in clause 20; or
(b) cancel any Parlour Gig, in which case Parlour will refund all Guests and Hosts, as the case may be, and the Artist will immediately return to Parlour any Deposit advanced to the Artist; or
(c) make modifications to the features included in the User accounts at any time.
5.1 As part of the registration process, each User creates a User profile that may be publicly viewable by other Users (“Profile”). The Profile may include details such as the first and last name or a user or screen name of the User, an image and may allow the User to link their social media accounts into their Profile, which are not under the control of Parlour. Parlour has no control over the operations, nature, content and availability of those external social media websites. The inclusion of any links on the Profile does not imply a recommendation or endorsement of such other websites or the goods and services, or opinions contained within such third party sites. Each User is solely responsible for any activity and information related to their User account or Profile.
6.1 Notwithstanding the fact that Parlour is not a party to the Booking Agreement in respect of a Parlour Gig, if you are a Host then as between you and Parlour, the terms relating to Parlour Gigs which are set out in these Terms will be binding on you in respect of all Parlour Gigs you host.
6.2 The Host has responsibility for the organisation of the Parlour Gig (other than ticket sales).
6.3 The Host is solely responsible for approving or declining those people who purchase tickets to their Parlour Gig. The Host will be given the opportunity to notify Parlour if they wish to decline any person who has purchased a ticket for the relevant Parlour Gig up to 24 hours prior to the Parlour Gig. Such declined ticker buyer will be refunded.
6.4 The Host acknowledges and agrees that their address (as nominated by them for the relevant Parlour Gig) will be shared with all Guests who have purchased tickets to the relevant Parlour Gig at least 24 hours prior to the Parlour Gig.
6.5 The Host must host any confirmed Parlour Gig booking made through the Service (unless the Parlour Gig is cancelled in accordance with these Terms).
6.6 The Host may create a Parlour Gig listing which will include the relevant Artist, date, location, Ticket Price and Ticket Target (“Listing”). The Host agrees not to make the Listing publicly available.
6.7 All information that the Host supplies for a Listing must be correct and accurate to the best of its knowledge.
6.8 Parlour reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including but not limited to any Listings that Parlour, in its sole discretion, considers a breach of these Terms.
6.10 It is the Host’s sole responsibility to monitor noise levels at any Parlour Gig that it hosts and shall be solely liable for any noise complaints, fines or other penalties resulting from excessive noise.
6.11 It is the Host’s responsibility to follow all COVID-19 and other pubic health guidelines issued by Parlour from time to time, and to ensure that all guests at the Parlour Gig also follow such guidelines.
7.1 Notwithstanding the fact that Parlour is not a party to the Booking Agreement in respect of a Parlour Gig, if you are an Artist then then as between you and Parlour, the terms relating to Parlour Gigs which are set out in these Terms will be binding on you in respect of all Parlour Gigs you participate in.
7.2 The Artist agrees not to make the details of any Parlour Gig public without the prior written approval of the relevant Host.
7.3 The Artist acknowledges that the relevant Host has the final decision over who is invited to, and who may attend their Parlour Gig.
7.4 The Artist will comply with all laws, rules, regulations, and tax obligations that may apply to its participation in any Parlour Gig.
7.5. The Artist is responsible for arranging and paying for all technical requirements related to its performance at the relevant Parlour Gig, including but not limited to sound and lighting requirements.
7.6 In respect of each Parlour Gig it participates in, the Artist must:
(a) co-operate fully with the Host and as reasonably directed by the Host;
(b) provide any promotional materials reasonably requested by the Host or Parlour;
(c) behave in a professional manner at all times; and
(d) perform the Parlour Gig to the best of their ability;
(e) adhere to the performance times agreed with the Host;
(f) not publicly promote or announce the Parlour Gig.
7.7 The Artist agrees that the Host has the right to use the Artist’s name, approved photographs and other approved material to promote the Parlour Gig.
7.8 The Artist shall be exclusively entitled to sell merchandise at the Parlour Gig and retain all profits from such sales.
7.9 The Artist is responsible for its own transport and accommodation and neither the Host nor Parlour shall be liable for any costs incurred in connection with the Artist’s transport and accommodation in connection with the Parlour Gig.
7.10 The Artist agrees that the Host and/or Parlour shall not be liable for any lost, stolen or damaged property belonging to the Artist.
8.1 Sections 8.2 and 8.3 set out the ways in which Booking Agreements may be entered into by Hosts and Artists, using the Service.
8.2 (a) If a Host has registered interest in having a particular Artist play a Parlour Gig for them on a particular date, the Artist may notify the Host that it is willing to play on that date, including details of the Ticket Target and Ticket Price, and request that the Host pay to Parlour either:
(i) a Deposit equal to the Ticket Price for 10 tickets; or
(ii) payment in full of the Ticket Price for the number of tickets which is the Ticket Target.
(b) If the Host elects to pay either the Deposit, or the payment in full, a Booking Agreement is formed.
8.3 (a) An Artist may publish details on the Service on dates when it is available to play Parlour Gigs in particular locations, together with details of the Ticket Target and Ticket Price. A Host may apply to host a Parlour Gig by the Artist on a particular date. If the Artist accepts the Host’s application, a Booking Agreement is formed and the Host must pay to Parlour either:
(i) a Deposit equal to the Ticket Price for 10 tickets; or
(ii) payment in full of the Ticket Price for the number of tickets which is the Ticket Target.
8.4 Hosts must provide valid credit card details to Parlour for the purpose of processing payments which are due to Parlour under this Section.
8.5 In order for a Host to register interest in hosting a Parlour Gig under Section 8.2(a), or to apply to host a Parlour Gig under Section 8.3(a), the Host must nominate the Maximum Capacity for the Parlour Gig.
8.6 If the Host makes Payment In Full, the Host may host the Parlour Gig and invite Guests up to the Maximum Capacity. The Guests who attend will not be required to hold a ticket for the Parlour Gig.
8.7 If a Booking Agreement is formed and the Host does not make Payment In Full, the terms set out in Section 9 will apply regarding the Ticket Target.
8.8 The Host must ensure that the number of Guests who attend a Parlour Gig does not exceed the Maximum Capacity.
9.1 If the Host for a Parlour Gig does not make Payment In Full, the terms set out in this Section 9 will apply.
9.2 If the Ticket Target is reached within 30 days of the Parlour Gig going on sale and the Parlour Gig is not cancelled in accordance with these Terms, the Deposit will be refunded to the Host within 14 days after the Parlour Gig takes place.
9.3 If the Ticket Target is not reached within 30 days of the Parlour Gig going on sale, and the shortfall is 10 tickets or less:
(a) Parlour will take funds from the Deposit and deem them to be ticket sales revenue (this will be done on a pro-rata basis; for example if the shortfall is seven tickets, Parlour will deem 70% of the Deposit to be ticket sales revenue);
(b) the failure to reach the Ticket Target will not result in cancellation of the Parlour Gig; and
(c) if the Parlour Gig is not otherwise cancelled in accordance with these Terms, the Deposit will be refunded to the Host within 14 days after the Parlour Gig takes place (less any amount deemed to be ticket sales revenue pursuant to Section 10.3(a)).
9.4 If the Ticket Target is not reached within 30 days of the Parlour Gig going on sale, and the shortfall is more than 10 tickets:
(a) the Artist will have the option of accepting or declining the Parlour Gig, at the current number of ticket sales;
(b) if the Artist declines the Parlour Gig, ticket purchasers who bought a ticket will be refunded, and Parlour will pay the Deposit (less the Booking Fee and Service Fee for 10 tickets) to the Artist (if it has already paid it to the Artist under Section 13); and
(c) if the Artist accepts the Parlour Gig, the failure to reach the Ticket Target will not result in cancellation of the Parlour Gig, and the following will apply:
(i) if the Ticket Target is subsequently met prior to the Parlour Gig taking place, the Deposit will be refunded to the Host within 14 days after the Parlour Gig takes place; or
(ii) if the Ticket Target is not met prior to the Parlour Gig taking place, the Deposit (or a pro-rata share of it if the shortfall is less than 10 tickets) will be deemed to be ticket sales revenue and will not be refunded to the Host. In the case of a pro-rata share of the Deposit being so treated, the remainder of the Deposit will be refunded to the Host within 14 days after the Parlour Gig takes place.
10.1 The Artist shall set the Ticket Price and the Ticket Target for each Parlour Gig.
10.2. Parlour will be the exclusive ticketing agent in respect of each Parlour Gig.
10.3 All Parlour Gig tickets will be sold exclusively by Parlour through the Service in accordance with these Terms.
10.4 Unless a refund to ticket purchasers is made in accordance with these Terms, all revenue from Parlour Gig ticket sales will be collected and retained by Parlour acting as ticketing agent until the Host confirms via the Service that the Parlour Gig has been successfully completed. Unless otherwise specified elsewhere in these Terms, Parlour shall retain the Service Fee and the Booking Fee for all Parlour Gig ticket sales.
10.5 Within ten days of confirmation from the Host of successful completion of a Parlour Gig, Parlour will pay the Net Ticket Sales into the Artist’s nominated bank account.
10.6 If Parlour, at the request of an Artist, agrees to supply personnel or equipment to the Artist for a Parlour Gig (for example a production manager or audio equipment), Parlour may deduct any agreed amounts owing by the Artist to Parlour in respect of the personnel or equipment from Net Ticket Sales payable to the Artist under Section 10.5. However, if Net Tickets Sales are not sufficient to cover such costs, the outstanding amount owing to Parlour is payable by the Artist to Parlour within five business days of Parlour’s request.
10.7 Unless Parlour is otherwise required by law, tickets shall not be refunded for any reason other than cancellation of the relevant Parlour Gig.
10.8 In the event of a dispute between the Host and Artist as to whether the Artist successfully completed the relevant Parlour Gig, Parlour shall hold the Net Ticket Sales in trust until such dispute is resolved. Parlour is in no way liable for and is under no obligation to act as a mediator between the Host and the Artist in resolving any disputes that arise. It is the sole responsibility for the Host and the Artist to resolve any disputes between themselves.
11.1 All tickets for Parlour Gigs are sold via the Service on a first come first served basis and once a Parlour Gig is showing as ‘sold out’ no further tickets will be offered for sale. For the avoidance of doubt, no tickets will be available on ‘the door’ of any Parlour Gig.
11.2 It is acknowledged that the Host has the right (in their sole discretion) to decline any person who has purchased a ticket for the relevant Parlour Gig up to 24 hours prior to the Parlour Gig. In the event that a Host declines you as a Guest your sole remedy shall be a refund for that Parlour Gig.
11.3 All tickets are emailed to the Guest’s nominated email address and are downloadable onto the Guest’s phone or available to print out. It is the Guest’s responsibility to present a valid ticket at the Parlour Gig for admission.
11.4 Parlour Gig tickets may not be re-sold, offered for re-sale, be on-sold at a premium, offered as a prize or inducement, packaged or otherwise used for advertising, promotional or other commercial purposes, or given to any person other than the Guest named on the ticket, without the prior written consent of Parlour, which may be withheld in Parlour’s absolute discretion.
11.5 A Guest must hold a valid ticket purchased via the Service and produce valid photo identification which corresponds with the name on the ticket in order to be admitted to any Parlour Gig.
11.6 The Host may refuse entry to any Guest who does not hold a valid ticket, valid photo identification, who arrives late, who is intoxicated, or who is not on the approved guest list.
11.7 The Host will have the right to eject any Guest from a Parlour Gig (in their sole discretion) in accordance with the Live Performance Australia Guidelines.
11.8 The Host shall be entitled to only admit latecomers to a Parlour Gig during a suitable break, or as determined by the Host in its sole discretion. It is your responsibility as a Guest to be on time to the gig to avoid missing the Parlour Gig in any part or in its entirety.
11.9 Unless agreed to by both Artist and Host, Guests must not photograph or record (in audio or audiovisual format) any performance by an Artist at a Parlour Gig. Licences or consents may be required from parties other than the Host and Artist in order to make, distribute or otherwise use such photographs and recordings and Parlour is not responsible for obtaining any such licences or consents, or providing any advice about them.
11.10 Guests must have their mobile phones on ‘silent’ during all Parlour Gigs.
11.11 Guests are required to retain their tickets throughout a Parlour Gig and may be asked to present their ticket at any time during the Parlour Gig.
11.12 By purchasing a ticket for any Parlour Gig, you grant Parlour permission to film or photograph you at the Parlour Gig, and to reproduce that film or photograph in any audio, video or photographic display or other transmission, exhibition, publication or reproduction in any medium or context in Parlour’s sole discretion, without further authorisation by, or payment to, you.
11.13 Except as otherwise set out in these Terms, all tickets purchased via the Service are non-refundable and non-exchangeable unless the Host permits a refund or exchange, or unless the Host is legally required to do so. In the event that the Host does provide a refund or exchange, it may be subject to certain conditions and additional fees if so agreed by the Host and Parlour.
11.14 Parlour and/or the Host are under no obligation to replace lost or stolen tickets for any Parlour Gigs.
11.15 In the event that a Parlour Gig is cancelled for any reason, tickets for that particular Parlour Gig shall be refunded, and Parlour and/or the Host shall be under no obligation to arrange a substitute or replacement Parlour Gig.
11.16 In the event that a Parlour Gig is re-scheduled, ticket holders will be contacted via their nominated email address and notified of such re-schedule. It is your responsibility as a Guest to ensure that you keep your contact details up to date on the Service or by contacting Parlour. The Host and/or Parlour shall not be responsible for failure to contact you in the event that your contact details have changed and you have not updated your contact information on the Service. In the event that a Parlour Gig is re-scheduled you shall not be entitled to a refund or exchange unless agreed by the Host, or required by law.
11.17 Any changes or variations to any Parlour Gig shall be notified to the Guest prior to the Parlour Gig via the Service.
11.18 Parlour accepts the following methods of payment for ticket purchases via the Site: Stripe only.
11.19 All bank charges and fees incurred by a Guest in connection with the purchase of a Parlour Gig ticket shall be the sole responsibility of the Guest.
12.1 The Host has the right to cancel a Parlour Gig at any time prior to the day of the Parlour Gig. If the Host cancels the Parlour Gig:
(a) all ticket purchasers for the Parlour Gig will be refunded; and
(b) the Deposit (less the Booking Fee and Service Fee for 10 tickets) will be paid by Parlour to the Artist (to the extent, if any, it has not already been paid to the Artist under Section 13).
12.2 The Artist has the right to cancel a Parlour Gig at any time prior to the day of the Parlour Gig. If the Artist cancels the Parlour Gig:
(a) all ticket purchasers for the Parlour Gig will be refunded; and
(b) the Deposit will be refunded to the Host.
12.3. If a Parlour Gig is cancelled, the Artist agrees that the Host and Parlour shall not be liable to the Artist for any Loss suffered by the Artist by reason of the cancellation. “Loss” means any loss (including without limitation the expenses already incurred or to be paid by the Artist, loss of profits and anticipated earnings), liability, cost or expense.
13.1 When a Deposit is paid by a Host, Parlour may in its discretion (but is not obliged to) pay the Deposit to the Artist (less the Booking Fee for 10 tickets), at the time the Parlour Gig goes on sale (or at any other time prior to the Parlour Gig). If Parlour does this and the Parlour Gig is subsequently cancelled by the Artist, the amount paid to the Artist becomes a debt owed by the Artist to Parlour and Parlour may in its discretion:
(a) offset all or part of such debt against amounts owing to the Artist in respect of other Parlour Gigs; and/or
(b) require the Artist to repay all of the debt, or any part of the debt not offset under Section 13.1(a), to Parlour within five business days.
13.2 If Parlour makes an advance payment to the Artist under clause 13.1 and the Parlour Gig proceeds without being cancelled, Parlour will deduct an additional amount equal to the Service Fee for 10 tickets from the final amount paid to the Artist in respect of the Parlour Gig under clause 10.5.
14.1 The Host will have the right to change the venue at any time prior to a Parlour Gig and will notify the Artist of the same as soon as practicably possible.
15.1 Parlour does not provide any insurance for Hosts or Artists in connection with Parlour Gigs. If Hosts or Artists wish to have insurance cover in respect of Parlour Gigs, they are responsible for making their own enquiries and arrangements regarding such cover.
16.1. Parlour is committed to protecting its Users’ privacy, and will only use personal information in accordance with our Privacy Policy.
17.1. All amounts payable under these Terms are inclusive of any applicable GST.
17.2 For the purpose of GST law, Parlour will be treated as a principal (rather than as an agent) in relation to any supplies or acquisitions made by Parlour to or from an Artist, Host or purchaser of tickets under this Agreement. Parlour will issue all required tax invoices and adjustment notes relating to its supplies to purchasers of tickets for Parlour Gigs, and the Artist and Host will not issue such documents.
17.3 If the Artist is registered for GST, it is agreed that:
(a) Parlour can issue tax invoices in respect of any supplies from the Artist to Parlour;
(b) The Artist will not issue tax invoices in respect of the grant of rights or any other supplies from the Artist to Parlour;
(c) The Artist will notify Parlour if it ceases to be registered for GST; and
(d) Parlour acknowledges that it is registered for GST and that it will notify the Artist if it ceases to be registered.
18.1 You warrant that:
(a) you have the right and power to enter into and fully perform your obligations under this Agreement; and
(b) you will do nothing in connection with your use of the Service or the organization of a Parlour Gig which would infringe the rights of anyone, or any law.
19.1 The Service contains: (i) materials and other items relating to Parlour and its services, and similar items from our licensors and other third parties, including all layout, information, databases, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyright material; (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Parlour; and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”). All right, title, and interest in and to the Service and the Content is the property of Parlour or our licensors or certain other third parties, and is protected by copyright, trademark, and/or other intellectual property laws.
19.2 No Content may be modified, copied, imitated, used, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part other than in accordance with these Terms, without the prior written consent of Parlour.
19.3 Subject to your strict compliance with these Terms and any applicable Additional Terms, Parlour grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to display, view, use, and play the Content on a personal computer, browser, laptop, tablet, mobile phone, or other internet-enabled device (each, a “Device”), in each case for your personal, non-commercial use only (or commercial use in respect of organizing Parlour Gigs). The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be suspended or terminated for any reason, in Parlour’s sole discretion, and without advance notice or liability. Your unauthorized use of the Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.
20.1 You may not register as a User unless you are at least sixteen (16) years old.
20.2 You may not: (i) use the Service or Content for any political or commercial purpose (other than commercial uses associated with using the Service to organize Parlour Gigs); (ii) engage in any activity in connection with the Service or Content that is unlawful, harmful, offensive, sexually explicit, obscene, violent, threatening, harassing, abusive, falsely representative of your persona, invasive of someone else’s privacy, or otherwise objectionable to Parlour; (iii) harvest any information from the Service or Content; (iv) reverse engineer or modify the Service or Content; (v) interfere with the proper operation of or any security measure used by the Service or Content; (vi) infringe any intellectual property or other right of any third party; (vii) use the Service or Content in a manner that suggests an unauthorized association or is beyond the scope of the limited license granted to you; (viii) impersonate any person or entity, or otherwise misrepresent yourself or your affiliation with any person or entity; (ix) use the Service to conduct unsolicited or unauthorised advertising, promotional materials, junk mail, spam and the like; (x) share, syndicate, reproduce, sell, modify or otherwise use or disseminate any information from any other User or such User’s Profile or other materials connected with the Service without the express written consent of the relevant User; or (xi) otherwise violate these Terms or any applicable Additional Terms.
20.3 You agree to comply with all local, state, federal, national, foreign and international laws, statutes, ordinances, regulations, treaties, directives, and agreements that apply to your use of the Service and Content.
20.4 Parlour may suspend or terminate the availability of the Service and Content, in whole or in part, to any individual User or all Users, for any reason, in Parlour’s sole discretion, and without advance notice or liability. Upon suspension or termination of your access to the Service, or upon notice from Parlour, all rights granted to you under these Terms or any applicable Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service and Content.
20.5 All rights not expressly granted to you are reserved by Parlour. No grant or licence of any such rights to you may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. Any unauthorized use of the Content or Service for any purpose is prohibited.
21.1 Users may upload or ‘post’ content onto the Service or exchange certain content via the Service or through the social media integration via the Service, including but not limited to text, images and videos. When you submit any unsolicited ideas, feedback, opinions, techniques, images, sounds, videos, or other content to us through or relating to the Service (“Submissions”), you grant us a non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, transferable and cost-free right and license to host, store, use, display, reproduce, modify, adapt, edit, combine with other materials, publish, distribute, create derivative works from, promote, exhibit, broadcast, syndicate, sublicense (including, without limitation, to third party media channels, platforms, and distributors), publicly perform, publicly display, and otherwise use and exploit in any manner, or grant third parties the right to do any of the foregoing, all or any portion of your Submissions, for any purpose in connection with Parlour’s business and the services it provides, in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed. You further irrevocably grant us the right, but not the obligation, to use your name in connection with your Submissions. You also agree to waive any right of approval for our use of the rights granted herein and agree to waive any moral rights that you may have in any Submission, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably consent to any acts or omissions by Parlour or anyone else which may otherwise infringe any such moral rights and you irrevocably agree not to exercise such rights in a manner that interferes with any exercise of the rights granted by you under these Terms.
21.2 You represent and warrant that you own or have the necessary rights, licenses, consents, and permissions to grant us the rights granted in this Section.
21.3 Parlour does not endorse the Submissions, or any statement, opinion, recommendation, or advice expressed therein, and to the maximum extent permitted by law Parlour expressly disclaims any and all liability in connection with all Submissions and communications by Users.
21.4 Parlour reserves the right to remove any Submissions in the event that it believes or is made aware that such materials infringe on the rights of others under copyright law, or other applicable law, and Parlour may suspend or otherwise terminate that User’s account in its sole discretion where it believes or is made aware that the Submissions infringe third party rights or violate these Terms.
21.5 The User acknowledges that Parlour does not monitor whether Users are complying with any applicable laws or complying with any third party rights insofar as the Submissions are concerned and Parlour is in no way responsible for protecting any rights of any User or third party in any Submissions.
22.1 If you have any questions or comments, please send an e-mail to us at the address below. You acknowledge that the provision of support is at Parlour’s sole discretion and that we have no obligation to provide you with customer support of any kind. All legal notices to us must be mailed to: Parlour Gigs c/o Brett Oaten Solicitors, PO Box 404, Newtown, NSW, 2042, Australia. When you communicate with us electronically, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Customer support: team@parlourgigs.com
Help Centre: http://intercom.help/parlour
23.1 Our Service contains content from and hyperlinks to websites, locations, platforms, and services operated and owned by third parties (“Third Party Services”). For example, an Artist User is able to link to other Third Party Services, such as social media sites related to the promotion of the Artist, otherwise affiliated with and/or under the control of the Artist. We may also integrate third party technologies into our Service and host our content on Third Party Services. These Third Party Services are not owned, controlled, or operated by us, and you acknowledge and agree that we are not responsible or liable for the information, content, products, technologies, or services on or available from such Third Party Services, or for the results to be obtained from using them. The inclusion of any Third Party Services links on the Service does not imply a recommendation or endorsement of such other sites or the goods and services, or opinions contained within such Third Party Services. If you choose to access, transact with, or otherwise interact with any such Third Party Services, you do so at your own risk.
24.1 The Service may offer features that are available to you via your wireless Device including the ability to access the Service’s features and upload content to the Service (collectively, “Wireless Features”). By using the Service, you agree that Parlour may collect information related to your use of the Wireless Features as described in our Privacy Policyand may change, alter, or modify the settings or configurations on your Device in order to allow for or optimize your use of the Service. Data rates and other carrier fees may apply.
25.1 If you have location-based features on your wireless Device, you acknowledge that
your Device location will be tracked and shared consistent with the.
You can terminate location tracking by us by adjusting the permissions in your Device or uninstalling our app.
Location-based features are used at your own risk and location data may not be accurate.
26.1 E-mails: You can opt-out of receiving certain promotional e-mails from us at any time by following the instructions as provided in e-mails to click on the unsubscribe link, or contacting us here with the word UNSUBSCRIBE in the subject field of the e-mail. Your opt-out will not affect non-promotional e-mails, such as those about your account, transactions, servicing, or Parlour’s ongoing business relations.
26.2 Push Notifications: You can opt-out of receiving push notifications from us at any time by adjusting the permissions in your Device or uninstalling our app.
26.3 Please note that any opt-out by you is limited to the e-mail address, device, or phone number used and will not affect subsequent subscriptions using different information to create a different User account.
27.1 Nothing in these Terms And Conditions excludes, restricts, or modifies any rights that you have under the Competition and Consumer Act 2010 (Cth).
27.2 To the maximum extent permitted by law (but subject to Section 27.1), Parlour will not be liable to you for any direct or indirect loss, damage, costs or expenses of any kind (including without limitation consequential loss or damages, loss of profit, loss of opportunity, loss of revenue, loss of data, loss of use, or loss or damage resulting from claims of third parties) which result from any use of or access to the Service, or any inability to use or access the Service, or your attendance at or participation in a Parlour Gig,even if Parlour has been advised of the possibility of such loss, damage, costs or expenses.
28.1 To the maximum extent permitted by law (but subject to Section 27.1):
(a) Parlour makes no warranties of any kind, express or implied, about the Service, including but not limited to any warranties:
(i) about the accuracy and reliability of any material contained on the Service;
(ii) that your access to or use of the Service will be free from errors, defects, bugs or viruses, uninterrupted, or reparable if damaged or impaired;
(b) Parlour is not liable to you or any other person in respect of any interference with or damage to your computer system or any other device which occurs in connection with your use of the Service, or any security breach in relation to your account.
(c) Parlour is not responsible for any technical problems or malfunction of any telephone network or lines, online systems, servers, providers, hardware, software, due to technical problems or traffic congestion on the internet or on the Service. Parlour also expressly disclaims any warranty of fitness for a particular purpose.
28.2 To the maximum extent permitted under the Australian Consumer Law, Parlour’s liability for breach of any consumer guarantee under Part 3-2, Division 1 of the Australian Consumer Law in respect of services supplied by Parlour, if the consumer guarantee applies at law, is limited to any one or more of the following, at Parlour’s election:
(a) the supplying of the services again; or
(b) the payment of the cost of having the services supplied again.
29.1 Parlour reserves the right to modify, suspend, or terminate operation of or access to the Service, or any portion of the Service and to interrupt the operation of the Service in whole or part as necessary to perform maintenance at any time, for any reason and without notice.
30.1 Each User indemnifies Parlour, its related bodies corporate, subsidiaries, licensees and/or assignees, and their respective officers, agents, partners and employees (the “Indemnified Parties”) from and against any
Claims which may be made or brought against or suffered or incurred by them as
a result of:
(a) any breach or alleged breach by the User of any of its warranties or obligations in these Terms; or
(b) any violation by the User of any law or the rights of any third party.
30.2 Each Host indemnifies the Indemnified Parties from and against any Claims which may be made or brought against or suffered or incurred by them in connection with the occurrence of a Parlour Gig (other than Claims which are the subject of an indemnity by the Artist under Section 30.3), including without limitation any Claims related to injury to, or death of, any person or any damage to or loss of property, except to the extent caused by Parlour’s negligence or an unlawful act or omission by Parlour.
30.3 Each Artist indemnifies the Indemnified Parties from and against any Claims which may be made or brought against or suffered or incurred bythem as a result of any act or omission by the Artist or its employees or contractors in connection with any Parlour Gig, including without limitation any Claims related to injury to, or death of, any person or any damage to or loss of property.
30.4 Parlour holds the benefit of the indemnities in this Section on its own behalf as principal and as trustee for the other Indemnified Parties.
31.1 To the maximum extent permitted by law, you agree that you will not be entitled to obtain an injunction or other equitable relief of any kind which may interfere with or prevent the operation of the Service by Parlour or the occurrence of any Parlour Gig.
32.1 We reserve the right, at any time in our sole discretion, to modify or replace any part of these Terms and any applicable Additional Terms, without prior notice. You agree that we may notify you of any updated Terms and any applicable Additional Terms by posting them on the Service so that they are accessible via a link from the home page. You are responsible for reviewing any changes to these Terms. All such changes are effective immediately when we post them, or such later date as may be specified in the notice of updated Terms and any applicable Additional Terms. If you object to any such changes, your sole recourse is to cease using the Service.
33.1 No consent or approval may be deemed to have been granted by Parlour without being in writing and signed by an officer of Parlour.
33.2 The provisions of these Terms and any applicable Additional Terms, which by their nature should survive termination of your use of the Service, including the warranties and indemnities, sections on Use Of Service (except for the limited license), Submissions, Customer Support, Third Party Services, Insurance, Limitation of Liability, Disclaimer, Waiver of Injunctive or Other Equitable Relief, Updates to Terms, and General Provisions, will survive.
33.3 If any provision of these Terms, or any applicable Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms. You hereby waive any applicable statutory and common law that may permit a contract to be construed against its drafter. The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms. Parlour may assign its rights under these Terms and any applicable Additional Terms, in whole or in part, to any party at any time without any notice. Your rights under these Terms and any applicable Additional Terms may not be assigned by you, and you may not delegate your obligations under them, without the prior written consent of an officer of Parlour.
33.4 These Terms, and any applicable Additional Terms, reflect our complete agreement regarding the Service and supersede any prior agreements, representations, warranties, assurances or discussion related to the Service. Except as expressly set forth in these Terms or any applicable Additional Terms, (i) no failure or delay by you or Parlour in exercising any of rights, powers, or remedies under them will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any applicable Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.
33.5 Nothing herein shall be construed as constituting an employer/employee relationship, a partnership or a joint venture between the parties.
33.6 These Terms will be governed and interpreted in accordance with the laws of the State of New South Wales, Australia and the parties submit to the exclusive jurisdiction of the courts exercising jurisdiction in that State.
Effective Date: 28th September 2018.
Welcome to the Parlour, a smart touring platform which allows artists to use data to find their superfans, play more shows, and build community. We connect artists with fans and empower them to create unique entertainment experiences together.
These Terms of Use (“Terms”) set forth a legally binding agreement between you and Parlour ( “we”, “our”, or “us”), and govern your use of any online service location that posts a link to these Terms, and all features, content, and other services that we own, control and make available through such online service location (collectively, the “Service”).
In some instances, both these Terms and separate terms elsewhere on the Service will apply to your use of the Service (“Additional Terms”). To the extent there is a conflict between these Terms and any applicable Additional Terms, the Additional Terms will control unless they expressly state otherwise.
By accessing or using the Service you become a user of the Service (“User”) andyou agree to these Terms, and consent to our collection, use and disclosure practices, and other activities as described in our Privacy Policy. If you do not agree and consent, discontinue use of the Service.
“Artist” means a musician or artist, who performs at a Parlour Gig or who establishes an account with Parlour for the purpose of performing Parlour Gigs.
“Artist Agreement” means the agreement between Artist and Parlour entered into at the time an Artist establishes an account with Parlour for the purpose of performing Parlour Gigs.
“Booking Agreement” means the agreement between the Artist and the Host for booking the applicable Parlour Gig.
“Guest” means any person who has purchased a valid ticket to a Parlour Gig or a person who attends a Parlour Gig who is not a Host or Artist.
“Host” means the person hosting, or applying to host, a Parlour Gig at their house or other venue.
“Parlour” means Parlour Gigs Pty. Ltd. and/or Parlour Gigs, LLC and their respective affiliates, members, shareholders, directors, managers, employees, contractors, representatives, or assigns and licensees.
“Parlour Gig” means a live performance by an Artist which is organized by a Host using the Service and promoted through the Service.
“Ticket Target” means the Net Ticket Sales that need to be achieved for a particular Parlour Gig before that Parlour Gig is confirmed. The Ticket Target is set by the Artist and Host is notified by the Service.
Parlour provides the Service as a platform for the Artist and the Host to connect, organize a Parlour Gig and sell tickets to Guests for that Parlour Gig. Parlour is not involved in the direct operation or organization of any Parlour Gig including any venue, its availability or validity under law or any conditions thereof. It is the responsibility of the Host and Artist to agree on the ticket price, Ticket Target, date, times and all other details of each Parlour Gig pursuant to a Booking Agreement.
Each Host and Artist agrees that Parlour is not a party to any Booking Agreements between the Host and Artist, nor is Parlour an agent for either Host or Artist, except in relation to facilitating ticketing sales to Parlour Gigs on the Service and making payment to the Artist pursuant to the Artist Agreement.
Parlour is the exclusive ticketing agent for all Parlour Gigs.
The Service contains: (i) materials and other items relating to Parlour and its products and services, and similar items from our licensors and other third parties, including all layout, information, databases, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material; (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Parlour; and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”). All right, title, and interest in and to the Service and the Content is the property of Parlour or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible.
All rights are reserved. No Content may be modified, copied, imitated, used, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part other than in accordance with these Terms of Use, without the prior written consent of Parlour.
Subject to your strict compliance with these Terms and any applicable Additional Terms, Parlour grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to display, view, use, and play the Content on a personal computer, browser, laptop, tablet, mobile phone, or other internet-enabled device (each, a “Device”), in each case for your personal, non-commercial use only. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be suspended or terminated for any reason, in Parlour’s sole discretion, and without advance notice or liability. Your unauthorized use of the Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.
To access the Service as a Artist, Host, or Guest, you must register an account. When registering an account, you agree to: (i) provide true, accurate, current, and complete information; (ii) maintain and update this information to keep it true, accurate, current, and complete; (iii) protect and prevent unauthorized access to your account; (iv) not transfer or share your account with any third party; and (v) immediately notify us of any suspected or actual unauthorized use of your account or breach of security. Please note that you are solely responsible for all activities that occur under your account, whether or not you authorized the activity, and we are not liable for any loss or damage to you or any third party arising from your failure to comply with any of the foregoing obligations.
Parlour shall not be liable for any loss or damage that the User incurs as a result of a security breach of their account. The User will indemnify, defend and hold Parlour harmless for any costs, loss or damages that Parlour incurs as a result of any security breaches resulting from any act or omission of the User.
Parlour in its sole discretion reserves the right to terminate a User account or make modifications to the features included in the User accounts at any time. Any such modifications shall be notified to the User at the time the change is implemented.
As part of the registration process, each User creates a User profile that may be publicly viewable by other Users (“Profile”). The Profile may include details such as the first and last name or a user or screen name of the User, an image and may allow the User to link their social media accounts into their Profile, which are not under the control of Parlour. Parlour has no control over the operations, nature, content and availability of those external social media websites. The inclusion of any links on the Profile does not imply a recommendation or endorsement of such other websites or the goods and services, or opinions contained within such third party sites. Each User is solely responsible for any activity and information related to their User account or Profile.
You may not register as a User unless you are at least eighteen (18) years old. You will not be permitted to participate in any Parlour Gig unless you are of the legal age for the consumption of alcohol in the jurisdiction where the Parlour Gig occurs.
You may not: (i) use the Service or Content for any political or commercial purpose (other than commercial uses associated with using the Service); (ii) engage in any activity in connection with the Service or Content that is unlawful, harmful, offensive, sexually explicit, obscene, violent, threatening, harassing, abusive, falsely representative of your persona, invasive of someone else’s privacy, or otherwise objectionable to Parlour; (iii) harvest any information from the Service or Content; (iv) reverse engineer or modify the Service or Content; (v) interfere with the proper operation of or any security measure used by the Service or Content; (vi) infringe any intellectual property or other right of any third party; (vii) use the Service or Content in a manner that suggests an unauthorized association or is beyond the scope of the limited license granted to you; (viii) impersonate any person or entity, or otherwise misrepresent yourself or your affiliation with any person or entity; (ix) use the Service to conduct unsolicited or unauthorised advertising, promotional materials, junk mail, spam and the like; (x) share, syndicate, reproduce, sell, modify or otherwise use or disseminate any information from any other User or such User’s Profile or other materials connected with the Service without the express written consent of the relevant User; or (xi) otherwise violate these Terms or any applicable Additional Terms.
You agree to comply with all local, state, federal, national, foreign, supranational, and international laws, statutes, ordinances, regulations, treaties, directives, and agreements that apply to your use of the Service and Content.
Parolour may suspend or terminate the availability of the Service and Content, in whole or in part, to any individual User or all Users, for any reason, in Parlour’s sole discretion, and without advance notice or liability. Upon suspension or termination of your access to the Service, or upon notice from Parlour, all rights granted to you under these Terms or any applicable Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service and Content.
All rights not expressly granted to you are reserved by Parlour. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. Any unauthorized use of the Content or Service for any purpose is prohibited.
Users may upload or ‘post’ content onto the Service or exchange certain content via the Service or through the social media integration via the Service, including but not limited to text and images. When you submit any unsolicited ideas, feedback, opinions, techniques, images, sounds, videos, or other content to us through or relating to the Service (“Submissions”), you grant us a non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, transferable and cost-free right and license to host, store, use, display, reproduce, modify, adapt, edit, combine with other materials, publish, distribute, create derivative works from, promote, exhibit, broadcast, syndicate, sublicense (including, without limitation, to third party media channels, platforms, and distributors), publicly perform, publicly display, and otherwise use and exploit in any manner whatsoever, or grant third parties the right to do any of the foregoing, all or any portion of your Submissions, for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. You further irrevocably grant us the right, but not the obligation, to use your name in connection with your Submissions. You also agree to waive any right of approval for our use of the rights granted herein and agree to waive any moral rights that you may have in any Submissions, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights in a manner that interferes with any exercise of the granted rights.
You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section. Our receipt of your Submissions is not an admission of their novelty, priority, or originality, and it does not impair our right to existing or future intellectual property rights relating to your Submissions. You waive any and all rights and claims in connection with our consideration, use, or development of any product, content, or other materials similar or identical to your Submissions now or in the future.
You represent and warrant that you own or have the necessary rights, licenses, consents, and permissions to grant us the rights granted in this Section. You alone, though, retain whatever legally cognizable right, title, and interest that you have in your Submissions and remain responsible for them.
Parlour does not endorse the Submissions, or any statement, opinion, recommendation, or advice expressed therein, and Parlour expressly disclaims any and all liability in connection with all Submissions and communications by Users.
Parlour responds to copyright notifications submitted under the Digital Millennium Copyright Act, 17 U.S.C. § 512 (“DMCA”). To submit a notice of claimed copyright infringement under U.S. law, provide our designated agent with the following written information:
Our designated agent is:
Parlour Gigs c/o Serling Rooks Hunter McKoy Worob & Averill, LLP br Matt Walters119 5th Avenue,New York, NY 10003(212) 245-7300Email: dmca@parlourgigs.comYou can obtain further information from the Copyright Office’s online directory at www.dmca.copyright.gov/osp.
We will respond to notifications of claimed copyright infringement in accordance with the DMCA.
If you believe that your material has been removed in error in response to a copyright notification, you may submit a counter notification to our designated agent with the following written information:
We will respond to counter notifications in accordance with the DMCA.
Parlour reserves the right to remove any Submissions in the event that it believes or is made aware that such materials infringe on the rights of others under copyright law, or other applicable law, and Parlour may suspend or otherwise terminate that User’s account in its sole discretion where it believes or is made aware that the Submissions infringe third party rights or violate these Terms.
The User acknowledges that Parlour does not monitor whether Users are complying with any applicable laws or complying with any third party rights insofar as the Submissions are concerned and Parlour is in no way responsible for protecting any rights of any User or third party in any Submissions.
If you have any questions or comments, please send an e-mail to us here. You acknowledge that the provision of support is at Parlour’s sole discretion and that we have no obligation to provide you with customer support of any kind. All legal notices to us must be mailed to: Parlour Gigs c/o Serling Rooks Hunter McKoy Worob & Averill, LLP, 119 5th Avenue, New York, New York, 10003. When you communicate with us electronically, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Our Service contains content from and hyperlinks to websites, locations, platforms, and services operated and owned by third parties (“Third Party Services”). For example, an Artist User is able to link to other Third Party Services, such as social media sites related to the promotion of the Artist, otherwise affiliated with and/or under the control of the Artist. We may also integrate third party technologies into our Service and host our content on Third Party Services. These Third Party Services are not owned, controlled, or operated by us, and you acknowledge and agree that we are not responsible or liable for the information, content, products, technologies, or services on or available from such Third Party Services, or for the results to be obtained from using them. The inclusion of any Third Party Services links on the Service does not imply a recommendation or endorsement of such other sites or the goods and services, or opinions contained within such Third Party Services. If you choose to access, transact with, or otherwise interact with any such Third Party Services, you do so at your own risk. For more information on Third Party Services, see our Privacy Policy.
The Service may offer features that are available to you via your wireless Device including the ability to access the Service’s features and upload content to the Service (collectively, “Wireless Features”). By using the Service, you agree that Parlour may collect information related to your use of the Wireless Features as described in our Privacy Policy, and may change, alter, or modify the settings or configurations on your Device in order to allow for or optimize your use of the Service. Data rates and other carrier fees may apply.
If you have location-based features on your wireless Device, you acknowledge that your Device location will be tracked and shared consistent with the Privacy Policy. You can terminate location tracking by us by adjusting the permissions in your Device or uninstalling our app. Location-based features are used at your own risk and location data may not be accurate.
Please note that any opt-out by you is limited to the e-mail address, device, or phone number used and will not affect subsequent subscriptions using different information to create a different User account.
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER. PLEASE NOTE THE FOLLOWING PROVISIONS WOULD APPLY TO ANY USER OF THE SERVICE IN CONNECTION WITH A PARLOUR GIG OCCURRING IN THE UNITED STATES OR FOR USERS ACCESSING THE SERVICE IN THE UNITED STATES.
You and Parlour agree to resolve any claims relating to these Terms through final and binding arbitration, except to the extent you have in any manner violated or threatened to violate Parlour’s intellectual property rights (for example, trademark, trade secret, copyright, or patent rights). Under such circumstances Parlour may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Service, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described herein.
Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced.
The Federal Arbitration Act governs the interpretation and enforcement of this dispute resolution provision. Arbitration shall be initiated through JAMS. Any dispute, controversy, or claim arising out of or relating to these Terms shall be referred to and finally determined by arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures in front of one arbitrator. If there is a conflict between JAMS Rules and the rules set forth in these Terms, the rules set forth in this Terms will govern. The JAMS Rules and instructions for how to initiate an arbitration are available from JAMS at http://www.jamsadr.comor 1-800-352-5267. To initiate arbitration, you or Parlour must do the following things:
Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules. If travelling to New York is a burden, you may participate in the arbitration by phone or via document submission to the fullest extent allowable by the arbitrator. Each party will bear their own costs of arbitration unless the arbitrator directs that bearing such costs would be an undue burden and in that case, we will pay for your portion of the arbitration administrative costs (but not your attorneys’ fees). Arbitration under this agreement shall be held in the United States in New York, NY under New York law without regard to its conflict of laws provisions. The arbitration may award on an individual basis the same damages and relief as a court (including injunctive relief). Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
The arbitrator will decide the rights and liabilities, if any, of you and Parlour, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Parlour.
You waive any right to pursue an action on a class-wide basis against us and may only resolve disputes with us on an individual basis, and may not bring a claim against us as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.
THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and Parlour in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND PARLOUR WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING TO ACCEPT THIS AGREEMENT TO ARBITRATE.
In any circumstances where the Agreement to Arbitrate Disputes permits the parties to litigate in court, these Terms shall be governed by and construed in accordance with the laws of the State of New York, USA, excluding its conflict of law rules. You further expressly consent and agree to submit to the exclusive jurisdiction and venue of the courts in the State of New York, USA.
Payment of all filing, administration, and arbitrator costs and expenses imposed by JAMS will be governed by the JAMS rules, provided that if you are initiating an arbitration against Parlour and the value of the relief sought is Ten Thousand United States Dollars ($10,000) or less, then Parlour will advance all filing, administrative and arbitration costs and expenses imposed by JAMS (subject to reimbursement as set forth below). Further, if the circumstances in the preceding sentence apply and your claim arises from your use of the Service, but the value of relief sought is more than Ten Thousand Dollars United States Dollars ($10,000) and you demonstrate to the arbitrator that such costs and expenses would be more expensive than a court proceeding, then Parlour will pay the amount of any such costs and expenses. In the event that the arbitrator determines that all of the claims you assert in arbitration are frivolous according to Federal Rule of Civil Procedure 11, you agree to reimburse Parlour for all such cost and expenses that Parlour paid and that you would have been obligated to pay under the JAMS rules.
Each party will initially bear its own attorneys' fees and expenses in connection with any arbitration. Should either party be determined to have substantially prevailed in the arbitration, then upon such party's request, the arbitrator will award such prevailing party the reasonable attorneys' fees and expenses that it incurred in connection with the arbitration. The arbitrator may make rulings and resolve disputes as to the reimbursement of attorneys' fees and expenses upon request from either party made within fourteen (14) days of the arbitrator's ruling on the merits.
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. PLEASE NOTE THE FOLLOWING PROVISION WOULD APPLY TO ANY USER OF THE SERVICE IN CONNECTION WITH A PARLOUR GIG OCCURRING IN AUSTRALIA OR ANY OTHER COUNTRY OTHER THAN THE UNITED STATES OR FOR USERS ACCESSING THE SERVICE IN AUSTRALIA OR ANY OTHER COUNTRY OTHER THAN THE UNITED STATES.
Pursuant to and in accordance with the terms of this Section 10A, any dispute concerning these Terms shall be governed by and construed in accordance with the laws of Victoria, Australia, excluding its conflict of law rules. You further expressly consent and agree to submit to the exclusive jurisdiction and venue of the Victorian Courts in Australia.
To the extent permitted by applicable laws, under no circumstances will Parlour be responsible for any loss or damage to any User, Guest, Host, Artist or any other person attending a Parlour Gig including but not limited to any loss or damage resulting from any Submissions in connection with the Service, any interactions between Users of the Service, or in connection with any Parlour Gig.
THE SERVICE IS PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS. PARLOUR DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER AS TO THE CONTENT OR SERVICES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND FREEDOM FROM COMPUTER VIRUS. BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.
NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS DO NOT EXCLUDE ANY PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS, DAMAGES ASSOCIATED WITH PERSONAL INJURY (SUBJECT TO APPLICABLE LAW) OR RESULTING FROM PARLOUR’S INTENTIONAL MISCONDUCT, FRAUD OR GROSS NEGLIGENCE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PARLOUR BE LIABLE TO YOU FOR ANY LOSS, DAMAGE OR INJURY OF ANY KIND INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL, ARISING OUT OF OR IN CONNECTION WITH (A) THE SERVICE, (B) THESE TERMS OR ANY ADDITIONAL TERMS OR (C) YOUR MISUSE OR UNAUTHORIZED USE OF THE SERVICE OR ANY CONTENT AVAILABLE ON OR THROUGH THE SERVICE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY.
NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS HEREIN DO NOT EXCLUDE ANY PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS, DAMAGES ASSOCIATED WITH PERSONAL INJURY (SUBJECT TO APPLICABLE LAW) OR RESULTING FROM PARLOUR’S INTENTIONAL MISCONDUCT, FRAUD OR GROSS NEGLIGENCE.
THE USER REPRESENTS AND WARRANTS THE FOLLOWING:
(a) THAT PARLOUR SHALL NOT BE IN ANY WAY LIABLE TO THE USER, ITS AFFILIATES, RESPECTIVE OFFICERS, SHAREHOLDERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, CUSTOMERS, LICENSEES, ASSIGNS, REPRESENTATIVES OR AGENTS, OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE LOSSES OR DAMAGES, INCLUDING FOR LOSS OF PROFITS, BUSINESS OR GOODWILL, REPUTATION OR DATA ARISING FROM THE USER’S USE OF THE SERVICE OR IN CONNECTION WITH ANY PARLOUR GIG REGARDLESS OF WHETHER THE PARTIES KNEW, OR SHOULD HAVE KNOWN, THAT SUCH DAMAGES WERE POSSIBLE; AND
(b) THAT THE USER WILL NOT HOLD PARLOUR RESPONSIBLE FOR OTHER USER’S ACTS OR OMISSIONS, INCLUDING ANYTHING IN CONNECTION WITH THE SUBMISSIONS OR ANY PARLOUR GIGS. THE USER AGREES THAT PARLOUR HAS NO CONTROL OVER, AND DOES NOT GUARANTEE, AND DISCLAIMS ANY AND ALL LIABILITY FOR THE QUALITY OF THE AND THE ACCURACY OF INFORMATION CONTAINED ON THE SERVICE.
User hereby agrees to indemnify, defend and hold harmless Parlour (each, an “Indemnified Party(ies)”), from and against any and all third party claims, actions or proceedings of any kind, and from any and all resulting damages, liabilities, costs and expenses whatsoever (including reasonable outside attorneys’ fees) (collectively, “Third Party Claims”), arising out of or relating to: (a) any breach or alleged breach by User or User’s affiliates or their respective officers, directors, members, shareholders, employees, contractors, licensees, guests, representatives or agents (each, a “Indemnifying Party(ies)”) of any of the warranties, representations or covenants hereunder, or any applicable statutes, rules, regulations, ordinances, court orders or other laws with which such Indemnifying Party is required to comply pursuant to these Terms or otherwise relating to these Terms; (b) personal loss, injury, death or property damage as a result of any User’s conduct at a Parlour Gig; or (c) any loss or damage suffered in the event that any aspect of the Service is affected by any acts or omissions of a User including without limitation in connection with: (i) service interruptions caused by an internet service provider; (ii) an internet connection; (iii) any fault or deficiency in computer hardware or software; or (iv) any fault or deficiency in audio/visual hardware. In such cases where a Third Party Claim is brought against an Indemnified Party, the Indemnified Party will promptly notify the Indemnifying Party, in writing, specifying the nature of the Third Party Claim, including the total monetary amount sought or other such relief as stated therein. The Indemnified Party will cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in all reasonable respects in connection with the defense or settlement of any such Third Party Claim. The Indemnifying Party will undertake the exclusive control and conduct of all proceedings or negotiations in connection with any Third Party Claim and will assume and control the defense thereof, including undertaking all required steps or proceedings to settle or defend any such Third Party Claim, including the employment of counsel (the identity of whom will be reasonably satisfactory to the Indemnified Party). The Indemnified Party will have the right to employ separate counsel to provide input into the defense at the Indemnified Party’s own cost. The Indemnifying Party will have the right to enter a reasonable and good faith settlement or compromise with respect to the Indemnified Party or Third Party Claim under this Section, provided that the Indemnifying Party will not settle any such Third Party Claim on the Indemnified Party’s behalf that includes any admission of liability by, or restrictions on the activities of, or consideration to be paid by, the Indemnified Party without first obtaining the Indemnified Party’s written permission, which permission will not be unreasonably withheld, delayed, or conditioned.
Notwithstanding the Indemnifying Party’s defense obligations in this Section 14, the Indemnified Party will have the right to enter into a reasonable and good faith settlement with respect to any such Third Party Claim upon providing the Indemnifying Party with twenty-one (21) days’ notice of the Indemnified Party’s intent to enter into such reasonable and good faith settlement agreement. With respect to the foregoing: (a) the Indemnified Party will not settle any Third Party Claim under this Section 14 without first obtaining the Indemnifying Party’s written permission, which permission will not be unreasonably withheld, delayed, or conditioned; and (b) the Indemnifying Party will issue payment, if applicable, to the third party claimant in accordance with the terms and conditions of the subject settlement agreement and will reimburse the Indemnified Party for all of the Indemnified Party’s reasonable attorney’s costs and fees in connection with negotiating such settlement.
Should Parlour in its sole discretion, determine that any User has breached these Terms, then nothing herein shall prevent or in any way restrict its right to pursue any of its legal and/or other remedies, including, without limitation, court action.
The User acknowledges that this Terms of Use is personal to you and cannot be assigned, transferred, sold or otherwise disposed of without Parlour’s prior written consent. Parlour reserves the right to assign the provisions of these Terms at any time.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, SUBMISSIONS, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY PARLOUR OR THE OCCURRENCE OF A PARLOUR GIG.
We reserve the right, at any time in our sole discretion, to modify or replace any part of these Terms and any applicable Additional Terms, without prior notice. You agree that we may notify you of any updated Terms and any applicable Additional Terms by posting them on the Service so that they are accessible via a link from the home page, and/or to send you an e-mail to the last e-mail address you provided to us. All such changes are effective immediately when we post them, or such later date as may be specified in the notice of updated Terms and any applicable Additional Terms. If you object to any such changes, your sole recourse is to cease using the Service.
No Parlour consent or approval may be deemed to have been granted by Parlour without being in writing and signed by an officer of Parlour.
The provisions of these Terms and any applicable Additional Terms, which by their nature should survive termination of your use of the Service, including sections on Service Use (except for the limited license), Submissions, Copyright Infringement, Customer Support, Third Party Services, Service Features, Agreement to Arbitrate Disputes and Choice of Law, Disclaimer of Representations and Warranties, Limitations of Our Liability, Indemnification, Waiver of Injunctive or Other Equitable Relief, Updates to Terms, and General Provisions, will survive.
If any provision of these Terms, or any applicable Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms. You hereby waive any applicable statutory and common law that may permit a contract to be construed against its drafter. The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms. Parlour may assign its rights and obligations under these Terms and any applicable Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any applicable Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Parlour.
These Terms, and any applicable Additional Terms, reflect our complete agreement regarding the Service and supersede any prior agreements, representations, warranties, assurances or discussion related to the Service. Except as expressly set forth in these Terms or any applicable Additional Terms, (i) no failure or delay by you or Parlour in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any applicable Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.
Parlour controls and operates the Service from Australia, and Parlour makes no representation that the Service is appropriate or available for use beyond Australian and the U.S. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or to any sale of goods carried out as a result of your use of the Service. Software related to or made available by the Service may be subject to export controls of the U.S., and, except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions.
Parlour reserves the right to investigate and prosecute any suspected breaches of these Terms or the Service. Parlour may disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.
Residents of California are entitled to the following specific consumer rights information: you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at: 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (916) 445-1254. Their website is located at: http://www.dca.ca.gov.
If you are using the Service through an Apple Device, the following terms apply:
(i) To the extent that you are accessing the Service through an Apple Device, you acknowledge that these Terms are entered into between you and Parlour and, that Apple, Inc. (“Apple”) is not a party to these Terms other than as third-party beneficiary as contemplated below.
(ii) The license granted to you in these Terms is subject to the permitted Usage Rules set forth in the App Store Terms of Service (see: http://www.apple.com/legal/itunes/us/terms.html) and any third party terms of agreement applicable to the Service.
(iii) You acknowledge that Parlour, and not Apple, is responsible for providing the Service and Content thereof.
(iv) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or any support services to you with respect to the Service.
(v) To the maximum extent not prohibited by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Service.
(vi) Notwithstanding anything to the contrary herein, and subject to these Terms, you acknowledge that, solely as between Apple and Parlour, Parlour, and not Apple is responsible for addressing any claims you may have relating to the Service, or your possession and/or use thereof, including, but not limited, to: (a) product liability claims; (b) any claim that the Service fails to confirm to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
(vii) Further, you agree that if the Service, or your possession and use of the Service, infringes on a third party’s intellectual property rights, you will not hold Apple responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims.
(viii) You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
(ix) When using the Service, you agree to comply with any and all third party terms that are applicable to any platform, website, technology or service that interacts with the Service.
