United States of America only
1.1 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.
1.2 You are accessing the website located at www.parlourgigs.com (and any other URL owned and/or operated by Parlour (as defined below) from time to time) and the Parlour platform (this “Service”) owned and operated by Parlour with the intent of establishing an account as a Host (defined below) for the performance of a Parlour Gig (defined below).
1.3 The Host Terms and Conditions (this “Host Agreement”) sets forth a legally binding agreement between
Host (“you” or “your”) on one hand, and Parlour, Artist, and Guest(s) on the other hand.
By establishing an account as a Host on our Service, you agree that you have read, understand and agree to this Host Agreement, and consent to our collection, use and disclosure practices, and other activities as described in our Terms of Use and Privacy Policy. If you do not agree and consent, discontinue use of the Service.
1.4 In some instances, both this Host Agreement and separate terms elsewhere on the Service will apply to your use of the Service (“Additional Terms”).
1.5 Parlour reserves the right to alter, modify, add to or change in any way, any provisions of this Host Agreement, including, without limitation, any schedules referenced herein. Host and Artist may not modify the terms of this Host Agreement without the prior written approval of Parlour.
1.6 For the purpose of this Host Agreement 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 Artist and Host relating to the applicable Parlour Gig.
- “Booking Fee” means the booking fee charged by Parlour Gigs, which is the amount published in Schedule A in respect of the country in which the Parlour Gig takes place and is included in the ticket price to a Parlour Gig.
- “Deposit" means the deposit paid by each Host for any Parlour Gig that is equal to the ticket price of ten (10) tickets plus the Booking Fee to confirm the booking of such 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.
- “Net Ticket Sales” means the gross revenue actually received by Parlour from the sale of any tickets to any Parlour Gig less the Booking Fee, Service Fee and any applicable taxes.
- “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.
- “Service Fee" means the fee of seventeen percent (17%) charged by Parlour calculated on the base price of each ticket (including the Booking Fee) and deducted by Parlour from the gross ticket sales revenue for a particular Parlour Gig after the deduction of the Booking Fees.
- “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.
2.1 By agreeing to host a Parlour Gig, Host is fully responsible for all aspects of the production, organisation and management of such Parlour Gig, including without limitation entering into a Booking Agreement with Artist and managing the relevant Parlour Gig. Further, Host agrees and acknowledges that it is solely responsible for complying with the terms and conditions set out in the applicable Booking Agreement.
2.2 Parlour retains the right to conduct background checks and/or request further information to otherwise verify the identity of Host and/or the adequacy of the venue at any time including, but not limited to, requesting personal information, residence information, criminal record and information related to the venue. Host agrees to fully cooperate with any and all such requests by Parlour.
2.3 Following creation of a profile on the Service by Artist including desired venue capacity, Ticket Target, and availability for a Parlour Gig, a user with a Host account may create a Parlour Gig listing which will include the relevant Artist, date, location, ticket prices and the number of tickets to be sold (“Listing”). Host agrees and acknowledges that submission of a Listing to Parlour and Artist constitutes a commitment to host the Parlour Gig and pay the Deposit to Parlour if selected and approved. If Host’s Listing is selected and approved, Host’s billing information will be immediately charged for the amount of the Deposit and Host will be notified of the Ticket Target set by Artist. Host further agrees not to make the Listing publicly available other than through the Service. All information that Host supplies for a Listing must be correct and accurate to the best of his or her knowledge. 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 this Host Agreement, any applicable Additional Terms or any applicable laws.
2.4 Host represents and warrants that Host is at least twenty-one (21) years of age or older and Host will, and undertakes to do, the following in relation to any Parlour Gig:
(a) Promptly provide any promotional materials (including as set forth in Section 2.5) reasonably requested by Parlour for use in connection with the Parlour Gig;
(b) Behave in a first class professional manner at all times in connection with or during the Parlour Gig;
(c) Host the Parlour Gig to the best of his her or their ability including providing a venue for the Parlour Gig that is clean and in good condition and as described in any Listing;
(d) Make at least one post on a social media site to promote a particular Parlour Gig shortly after agreeing to host said Parlour Gig;
(e) Adhere to the performance times agreed with Artist and other requirements or terms of any Booking Agreement;
(f) Comply with all applicable laws, including any local laws, in connection with the Parlour Gig including without limitation any noise-related laws or regulations, local permitting requirements or laws relating to safety, food, alcohol or drugs; and/or
(g) Not permit any person who is below the legal age for the consumption of alcohol in the jurisdiction where the Parlour Gig occurs to be served alcohol at such Parlour Gig.
2.5 Host has the limited right to use Artist’s name, approved photographs and other approved material or identification to promote the Parlour Gig, including but not limited to, Host’s required initial promotional post on a social media site and subsequent promotional email messages. Host will not be permitted to use any of Artist’s name, likeness, voice, performance or other identification separate and apart from the Parlour Gig or in any other manner whatsoever including without limitation stream or distribute any audio or audio-visual recording featuring Artist. Host will not be permitted to secure any third party or brand sponsorships of any Parlour Gig or any tie-in or collaboration between a Parlour Gig or any third party or brand without the prior written consent of Parlour and Artist.
2.6 Host agrees that Parlour and/or Artist may record, photograph or otherwise capture Artist or his, her or its band members or their respective performances at any Parlour Gig (“Gig Content”) and that Artist and Parlour have the unlimited, worldwide, irrevocable, perpetual right to use such Gig Content for promotional purposes relating to Artist, Parlour or the Service. Host agrees that Host has no rights in or to any Gig Content. Host further acknowledges and agrees that Guests may also record, film or otherwise capture Artist or his, her or its band members or their respective performances at any Parlour Gigs. Host hereby releases, discharges and agrees to save and hold harmless Parlour, Artist, Guests and their respective affiliates and their respective officers, employees, agents, licensees, representatives, successors, designees and assigns and all persons functioning under Parlour’s or Artists’ permission or authority or those for whom Parlour or Artist is acting from, and covenant not to sue the same for, any claims, demands, losses or causes of action, known or unknown, that Host (or any person or entity on Host’s behalf) may have for libel, defamation, slander, invasion of privacy, invasion of right of publicity, infringement of copyright or trademark or violation of any other right arising out of, or relating to, any use of the Gig Content and rights granted under this Host Agreement.
2.7 Host agrees to maintain the confidentiality of any non-public information or details of or relating to any Parlour Gig, provided Host may disclose such information or details with the prior written approval of the relevant Artist.
2.8 Host has the final decision over which Guests attend their Parlour Gig and Host has the sole discretion as to whether to cancel a Parlour Gig provided that Host will provide Parlour with written notification of such cancellation. Host is solely responsible for approving or declining any purchasers or tickets to Host’s Parlour Gig by written notification to Parlour. Such declined ticket purchaser will be refunded the cost of such ticket price.
2.9 Host acknowledges and agrees that Host’s address for the Parlour Gig will be disclosed to Artist and all Guests who have purchased tickets to the relevant Parlour Gig prior to the Parlour Gig.
2.10 Host acknowledges and agrees that Parlour is not a party to any Booking Agreement, and that, with the exception of its payment obligations set forth in this Host Agreement, Parlour is not responsible for any payments to Host whatsoever and disclaims any and all liability arising from or related to any Booking Agreements.
2.11 Host understands and agrees that he or she is solely responsible for compliance with any and all laws, rules, regulations, and obligations including tax laws that may apply to any payments provided to Host pursuant to this Host Agreement or relating to Artist’s performance at any Parlour Gig.
2.12 As between Parlour and Host, Host is solely responsible for arranging and paying for all production or other aspects of a Parlour Gig and its promotions. Neither Artist nor Parlour shall be liable or responsible for any lost, stolen or damaged property belonging to Host, Guests or any other person present at the venue.
2.13 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.
2A.1 A Guest must hold a valid ticket purchased on the Service and produce valid government-issued photo identification that corresponds with the name on the ticket in order to be admitted to any Parlour Gig. Host reserves the right to refuse entry to any Guest who does not hold a valid ticket, valid government-issued photo identification, who arrives late, who is intoxicated, or who is not on the approved guest list. Parlour and Host reserve the right to remove any Guest from the Parlour Gig (in their sole reasonable discretion) including, but not limited to, for disorderly conduct, drug and alcohol abuse, harassment, failure to follow instructions, subject to laws of the applicable jurisdiction.
2A.2 Host shall be entitled to only admit latecomers to a Parlour Gig during a suitable break, or as determined by Host in its sole discretion. Guest is responsible for being on time to the Parlour Gig to prevent missing all or any portion of the Parlour Gig.
2A.3 Host reserves the right to determine whether a Guest may or may not bring cameras or other recording equipment to a Parlour Gig. Any restrictions in relation to cameras and recording equipment will be notified to Guest prior to, or at the commencement of the Parlour Gig. Guest must turn off his or her mobile phones during all Parlour Gigs.
2A.4 Guest is required to retain his or her ticket throughout a Parlour Gig and may be asked to present their ticket at any time during the Parlour Gig for verification.
3.1 Artist shall set the Ticket Target using the Service with respect to each Parlour Gig. If the Ticket Target is reached within thirty (30) days of the Parlour Gig going on sale and the Parlour Gig is not cancelled and is successfully completed, the Deposit will be refunded to Host within fourteen (14) days after the Parlour Gig takes place.
3.2 Host appoints Parlour as its representative solely for the purpose of facilitating ticket sales to Parlour Gigs.
3.3 All Parlour Gig tickets are sold exclusively through the Service in accordance with the Parlour Ticket Terms and Conditions.
3.4 Unless otherwise set forth in any Booking Agreement, Artist shall be exclusively entitled to sell merchandise (i.e. CDs, t-shirts, tank tops, sweatshirts, tote bags, and hats) at any Parlour Gig and retain all profits from such sales. Neither Host nor any third party or Guest will be permitted to sell any items at the Parlour Gig.
4.1 Parlour will collect all gross ticket sales revenue arising from any ticket sales to any Parlour Gig and hold such amounts until such time as Host confirms to Parlour through the Service that the Parlour Gig has been successfully completed. Host shall have forty-eight (48) hours commencing upon completion of the Parlour Gig to confirm the Parlour Gig was successfully completed. In the event Host fails to confirm successful completion within the time stated above, the Parlour Gig shall be deemed to have been successfully completed. Following such confirmation by Host or conclusion of the aforementioned forty-eight (48) hour period, Parlour will remit any Net Ticket Sales relating to such Parlour Gig to the bank account provided to Parlour by Artist in writing within ten (10) business days of receipt by Parlour of Host’s confirmation or conclusion of the forty-eight (48) hour period. Host acknowledges that Parlour shall retain the Service Fee and the Booking Fee for all Parlour Gigs ticket sales.
4.2 In the event of a dispute between Host and Artist as to whether Artist successfully completed the relevant Parlour Gig, Parlour shall hold the Net Ticket Sales until such dispute is resolved and communicated to Parlour in writing by both Host and Artist. Parlour is in no way liable for, and is under no obligation to act as a mediator between Host and Artist in resolving, any disputes that arise between Host and Artist. It is the sole responsibility of Host and Artist to resolve any disputes between themselves and each of Host and Artist hereby release Parlour from any liability therefrom.
4.3 All ticket sales or other amounts payable for Parlour Gigs in the United States are in United States Dollars, exclusive of sales tax and credit card charges. All ticket sales or other amounts payable for Parlour Gigs in Australia are in Australian dollars and are stated inclusive of GST. 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 and GST shall be included in the Booking Fee. Parlour will issue all required tax invoices and adjustment notes relating to its supplies to purchasers of tickets for Parlour Gigs in Australia, and Artist and Host will not issue such documents.
4.4 If Artist is registered for GST, it is agreed that:
(a) Parlour can issue tax invoices in respect of any supplies from Artist to Parlour.
(b) Artist will not issue tax invoices in respect of the grant of rights or any other supplies from Artist to Parlour.
(c) Artist will notify Parlour if it ceases to be registered for GST.
(d) Parlour acknowledges that it is registered for GST and that it will notify Artist if it ceases to be registered.
5.1 Host has the right to cancel the Parlour Gig at any time prior to the day of the Parlour Gig, including (but not limited to) if the Ticket Target for that Parlour Gig has not been reached or due to the occurrence of a Force Majeure Event.
5.2 In the event that Host cancels the Parlour Gig, Host acknowledges that all tickets will be refunded and Host and Artist shall not be entitled to any fees or payment provided that Parlour
will remit to Artist the Deposit paid by Host after deduction of Parlour’s Service Fee and Booking
Fee within ten (10) business days following such cancellation and such payment shall constitute
Parlour’s sole obligation to Artist with respect to such cancelled Parlour Gig without any further
liability therefor.
5.3 Artist is not permitted to cancel a Parlour Gig other than due to the occurrence of a Force Majeure Event. In the event that Artist cancels the Parlour Gig due to the occurrence of a Force Majeure Event or if Artist fails to appear at a Parlour Gig (other than due to the occurrence of a Force Majeure Event), Artist forfeits all rights to compensation of any kind and in any form in connection with Parlour and the Parlour Gig. In the event Artist’s reason for cancellation or non-appearance is for medical reasons Artist will be required to furnish a medical certificate to Parlour. Furthermore, in the event Artist cancels a Parlour Gig for any reason other than due to the occurrence of a Force Majeure Event or in accordance with the preceding sentence, Parlour will remit to Host the Deposit paid by Host after deduction of Parlour’s Service Fee and Booking Fee within ten (10) business days following such cancellation and such payment shall constitute Parlour’s sole obligation to Host with respect to such cancelled Parlour Gig without any further liability therefor.
Parlour recommends that Host obtain commercial liability insurance, worker’s compensation and/or other applicable insurance with adequate limits to cover Host and his or her guests, or venue/equipment, in connection with any Parlour Gig.
If Host does not fulfill his, her its obligations hereunder, or is in breach of this Host Agreement, Parlour is hereby authorized at any time, to the fullest extent permitted by law, to set-off and apply any and all payments or deposits at any time held for the credit or the account of Host against any of and all the costs, damages, fees, liabilities or other obligations of Host now or hereafter existing under this Host Agreement owed to Parlour, irrespective of whether or not Parlour shall have made any demand under this Host Agreement and although such obligations may be unmatured. The rights of Parlour under this Section 7 are in addition to other rights and remedies (including other rights of set-off) that Parlour may have.
Neither Artist or Host, nor Parlour will be deemed in breach of his, her or its obligations hereunder if performance thereof is delayed or becomes impossible or impractical by reason of any cause or event beyond such party’s reasonable control or foreseeable avoidance (such cause or event, a “Force Majeure Event”), including, without limitation, death or illness of Artist, acts of God, plague, failure of public transportation, actions by governmental authority (whether valid or invalid), fires, terrorist acts, explosions, riots, floods, earthquakes, windstorms or other natural disasters, wars, embargo, sabotage, or labor strikes; provided, however, that the affected party notifies the other parties as soon as is reasonably practicable after discovery of such Force Majeure Event and uses his, her or its commercially reasonable efforts to minimize the effects of such Force Majeure Event and to resume performance as soon as possible.
9.1 Host hereby agrees to indemnify, defend and hold harmless any and all of Parlour, Artist and each of their respective affiliates and their respective officers, directors, members, shareholders, employees, contractors, licensees, distributors, customers, guests, representatives and agents (each, a “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 Host or Host’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 the express provisions of this Host Agreement or otherwise relating to this Host Agreement; or (b) personal loss, injury, death or property damage suffered by any person at or around the venue and at or in connection with the Parlour Gig. 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.
9.2 Notwithstanding the Indemnifying Party’s defense obligations in this Section 9, 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 the Indemnifying Party obtaining the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld, delayed, or conditioned, provided that if the Indemnified Party provides the Indemnifying Party with twenty-one (21) days’ written notice of a proposed settlement and the Indemnifying Party neither accepts nor rejects the proposal, the Indemnified Party may enter the settlement and the indemnity shall still apply. With respect to the foregoing, 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.
9.3 Should Parlour in its sole discretion, determine that any Host has breached the Host Agreement, then nothing herein shall prevent or in any way restrict its right to pursue any legal, equitable and/or other remedies that may be available to Parlour, including, without limitation, filing suit against Host.
10.1 HOST WILL NOT HOLD PARLOUR RESPONSIBLE FOR GUEST’S OR ARTIST’S, ACTS OR OMISSIONS AND THE ACTS OR OMISSIONS BY OTHER USERS OF THE SERVICE. THE HOST 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.
10.2 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.
10.3 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.
11.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PARLOUR BE LIABLE TO HOST OR HIS, HER OR ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, SHAREHOLDERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, CUSTOMERS, LICENSEES, ASSIGNS, REPRESENTATIVES OR AGENTS, 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) THIS HOST AGREEMENT OR ANY ADDITIONAL TERMS OR (b) ANY PARLOUR GIG. 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.
11.2 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.
12.1 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.
12.2 You and Parlour agree to resolve any claims relating to this Host Agreement 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.
12.3 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 agreement to arbitrate disputes is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced.
12.4 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 this Host Agreement 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 this Host Agreement, the rules set forth in this Host Agreement will govern. The JAMS Rules and instructions for how to initiate an arbitration are available from JAMS at http://www.jamsadr.com or 1-800-352-5267. To initiate arbitration, you or Parlour must do the following things:
(a) Write a demand for Arbitration. The demand must include a description of the Claim and the amount of damages sought to be recovered. You can find a copy of a demand for Arbitration at www.jamsadr.com.
(b) Send three copies of the demand for Arbitration, plus the appropriate filing fee to: JAMS to your local JAMS office or to JAMS, Two Embarcadero Center, Suite 1500, San Francisco, CA 94111.
(c) Send one copy of the demand for Arbitration to the other party.
12.5 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, Parlour will pay for your portion of the arbitration administrative costs (but not your attorneys’ fees). Arbitration under this agreement to arbitrate disputes shall be held in the United States in New York, NY under New York law without regard to its conflict oflaws 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.
12.6 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 Host Agreement. 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.
12.7 You waive any right to pursue an action on a class-wide basis against Parlour and may only resolve disputes with Parlour on an individual basis, and may not bring a claim against Parlour 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.
12.8 THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTSTO 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.
12.9 In any circumstances where this agreement to arbitrate disputes permits the parties to litigate in court, this Host Agreement 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 City of New York, State of New York, USA.
12.10 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.
12A. Dispute Resolution and Choice of Law Applicable to Parlour Gigs in Australia and All Other Jurisdictions Other Than of the United States.
12A.1 PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS. 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.
12A.2 Pursuant to and in accordance with the terms of this Section 12A, any dispute concerning this Host Agreement 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.
Parlour Gigs collects individual information so it may contact Host in the event of cancellation or variation to a Parlour Gig. All personal information is held by Parlour in accordance with its Privacy Policy. This Host Agreement incorporates and is to be read in conjunction with Parlour’s Service Terms of Use and the Parlour Privacy Policy.
14.1 Host is an independent contractor and nothing herein shall be construed as constituting an employer/employee relationship, a partnership or a joint venture between the parties.
14.2 Host acknowledges that this Host Agreement is personal to Host and neither this Host Agreement nor any tickets can be assigned, transferred, sold or otherwise disposed of without the prior consent in writing of Parlour. Parlour may assign its rights and obligations under this Host Agreement and any applicable Additional Terms, in whole or in part, to any party at any time without any notice.
14.3 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, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY PARLOUR OR THE SERVICE OR THE OCCURRENCE OF A PARLOUR GIG.
14.4 If any provision of this Host Agreement is for any reason deemed invalid, unlawful, void, or unenforceable, then that provision will be deemed severable from this Host Agreement, and the invalidity of the provision will not affect the validity or enforceability of the remainder of this Host Agreement. 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 Host Agreement.
14.5 This Host Agreement, and any applicable Additional Terms, reflects our complete agreement between Host on one hand, Parlour, Artist, and Guests on the other hand, and supersedes any prior agreements, representations, warranties, assurances or discussion between the parties or in connection with any Parlour Gig. Except as expressly set forth in this Host Agreement, (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 this Host Agreement will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.
14.6 Parlour controls and operates the Service from Australia, and Parlour makes no representation that the Service is appropriate or available for use beyond Australia and the U.S. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Host Agreement 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.
14.7 Parlour reserves the right to investigate and prosecute any suspected breaches of this Host Agreement. Parlour may disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.
United States of America only
1.1 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.
1.2 You are accessing the website located at www.parlourgigs.com (and any other URL owned and/or operated by Parlour (as defined below) from time to time) and the Parlour platform (this “Service”) owned and operated by Parlour with the intent of establishing an account as an Artist (defined below) to perform at a Parlour Gig (defined below).
1.3 The Artist Terms and Conditions (this “Artist Agreement”) sets forth a legally binding agreement between Artist (“you” or “your”) on one hand, and Parlour, Host, and Guest(s) on the other hand. By establishing an account as an Artist on our Service, you agree that you have read, understand and agree to this Artist Agreement, and consent to our collection, use and disclosure practices, and other activities as described in our Terms of Use and Privacy Policy. If you do not agree and consent, discontinue use of the Service.
1.4 In some instances, both this Artist Agreement and separate terms elsewhere on the Service will apply to your use of the Service (“Additional Terms”).
1.5 Parlour reserves the right to alter, modify, add to or change in any way, any provisions of this Artist Agreement, including, without limitation, any schedules referenced herein. Host and Artist may not modify the terms of this Artist Agreement without the prior written approval of Parlour.
1.6 For the purpose of this Artist Agreement 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 Artist and Host relating to the applicable Parlour Gig.
- “Booking Fee” means the booking fee charged by Parlour Gigs, which is the amount published in Schedule A in respect of the country in which the Parlour Gig takes place and is included in the ticket price to a Parlour Gig.
- “Deposit” means the deposit paid by each Host for any Parlour Gig that is equal to the ticket price of ten (10) tickets plus the Booking Fee to confirm the booking of such Parlour Gig.
- “Guest” means any person who has purchased a valid ticket to a Parlour Gig ora 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.
- “Net Ticket Sales” means the gross revenue actually received by Parlour from the sale of any tickets to any Parlour Gig less the Booking Fee, Service Fee and any applicable taxes.
- “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.
- “Service Fee” means the fee of seventeen percent (17%) charged by Parlour calculated on the base price of each ticket (including the Booking Fee) and deducted by Parlour from the gross ticket sales revenue for a particular Parlour Gig after the deduction of the Booking Fees.
- “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.
2.1 Artist agrees to perform at the Parlour Gig in consideration for the payment of the Net Ticket Sales set forth herein. Where an Artist chooses to perform at a Parlour Gig, Artist agrees and acknowledges that he, she or it is solely responsible for complying with the terms and conditions set out in the applicable Booking Agreement.
2.2 Artist represents and warrants that Artist is, and all members of the Artist are, at least twenty-one (21) years of age or older and Artist will, and undertakes to do, the following in relation to any Parlour Gig:
(a) Co-operate fully with Host and as reasonably directed by Host in connection with or during any Parlour Gig;
(b) Promptly provide any promotional materials (including as set forth in Section 2.3) reasonably requested by Host and/or Parlour for use in connection with the Parlour Gig;
(c) Behave in a first class professional manner at all times in connection with or during the Parlour Gig;
(d) Perform the Parlour Gig to the best of his her or their ability commensurate with past performances of Artist;
(e) Adhere to the performance times agreed with Host and other requirements or terms of any Booking Agreement; and
(f) Comply with all applicable laws, including any local laws, in connection with the Parlour Gig.
2.3 Artist agrees that Host and Parlour have the right to use Artist’s name, approved photographs and other approved material or identification to promote the Parlour Gig, including but not limited to, Host’s required initial promotional post on social media sites and subsequent promotional email messages. Host will not be permitted to use any of Artist’s name, likeness, voice, performance or other identification separate and apart from the Parlour Gig or in any other manner whatsoever including without limitation stream or distribute any audio or audio-visual recording featuring Artist. Host will not be permitted to secure any third party or brand sponsorships of any Parlour Gig or any tie-in or collaboration between a Parlour Gig or any third party or brand without the prior written consent of Parlour and Artist.
2.4 Artist agrees that Parlour and/or Host may record, photograph or otherwise capture Artist or his, her or its band members and/or their respective performances at any Parlour Gig (“Gig Content”) and that Parlour has the unlimited, worldwide, irrevocable, perpetual right to use such Gig Content for promotional purposes relating to Parlour or the Service. Artist further acknowledges and agrees that Guests may also record, film or otherwise capture Artist or his, her or its band members and/or their respective performances at any Parlour Gigs. Artist hereby releases, discharges and agrees to save and hold harmless Parlour, Host, Guests and their respective affiliates and their respective officers, employees, agents, licensees, guests, representatives, successors, designees and assigns and all persons functioning under Parlour’s permission or authority or those for whom Parlour is acting from, and covenant not to sue the same for, any claims, demands, losses or causes of action, known or unknown, that Artist (or any person or entity on Artist’s behalf) may have for libel, defamation, slander, invasion of privacy, invasion of right of publicity, infringement of copyright or trademark or violation of any other right arising out of, or relating to, any use of the Gig Content and rights granted under this Artist Agreement.
2.5 Artist agrees to maintain the confidentiality of any non-public information or details of or relating to any Parlour Gig, provided Artist may disclose such information or details with the prior written approval of the relevant Host.
2.6 Artist acknowledges that the relevant Host has the final decision over who is invited to, and who may attend their Parlour Gig and Host has the sole discretion as to whether to cancel a Parlour Gig.
2.7 Artist acknowledges and agrees that Parlour is not a party to any Booking Agreement, and that, with the exception of its payment obligations set forth in this Artist Agreement, Parlour is not responsible for any payments to Artist whatsoever and disclaims any and all liability arising from or related to any Booking Agreements.
2.8 Artist understands and agrees that it is solely responsible for compliance with any and all laws, rules, regulations, and obligations including tax laws that may apply to any payments provided to Artist pursuant to this Artist Agreement or relating to Artist’s performance at any Parlour Gig.
2.9 As between Parlour and Artist, Artist is solely responsible for arranging and paying for all technical requirements related to his, her or its performance at the relevant Parlour Gig, including but not limited to sound and lighting requirements. Artist is responsible for Artist’s or Artist’s band members’ or crew’s own transport and accommodation to the venue of any Parlour Gig, and neither Host nor Parlour shall be liable for any costs incurred in connection with Artist’s or Artist’s band members’ or crew’s transport and accommodation in connection with the Parlour Gig. Neither Host nor Parlour shall be liable or responsible for any lost, stolen or damaged property belonging to Artist or Artist’s band members or crew.
3.1 Artist shall set the Ticket Target using the Service with respect to each Parlour Gig.
3.2 Artist appoints Parlour as its representative solely for the purpose of facilitating ticket sales to Parlour Gigs.
3.3 All Parlour Gig tickets are sold exclusively through the Service in accordance with the Parlour Ticket Terms and Conditions.
3.4 Unless otherwise set forth in any Booking Agreement, the minimum required tickets (i.e., the Ticket Target) as stipulated by Artist must be sold in in order for a Parlour Gig to be confirmed.
3.5 Unless otherwise set forth in any Booking Agreement, Artist shall be exclusively entitled to sell merchandise (i.e. CDs, t-shirts, tank tops, sweatshirts, tote bags, and hats) at any Parlour Gig so long as such item is permitted for sale under applicable local, state, and federal law, at the Parlour Gig and retain all profits from such sales. Artist will be responsible for all costs or other logistics relating to such merchandise sales at a Parlour Gig.
4.1 Parlour will collect all gross ticket sales revenue arising from any ticket sales to any Parlour Gig and hold such amounts until such time as Host confirms to Parlour through the Service that the Parlour Gig has been successfully completed. Host shall have forty-eight (48) hours commencing upon completion of the Parlour Gig to confirm the Parlour Gig was successfully completed. In the event Host fails to confirm successful completion within the time stated above, the Parlour Gig shall be deemed to have been successfully completed. Following such confirmation by Host or conclusion of the aforementioned forty-eight (48) hour period, Parlour will remit any Net Ticket Sales relating to such Parlour Gig to the bank account provided to Parlour by Artist in writing within ten (10) business days of receipt by Parlour of Host’s confirmation or conclusion of the forty-eight (48) hour period. Artist acknowledges that Parlour shall retain the Service Fee and the Booking Fee for all Parlour Gigs ticket sales.
4.2 In the event of a dispute between Host and Artist as to whether Artist successfully completed the relevant Parlour Gig, Parlour shall hold the Net Ticket Sales until such dispute is resolved and communicated to Parlour in writing by both Host and Artist. Parlour is in no way liable for, and is under no obligation to act as a mediator between Host and Artist in resolving, any disputes that arise between Host and Artist. It is the sole responsibility of Host and Artist to resolve any disputes between themselves and each of Host and Artist hereby release Parlour fromany liability therefrom.
4.3 All ticket sales or other amounts payable for Parlour Gigs in the United States are in United States Dollars, exclusive of sales tax and credit card charges. All ticket sales or other amounts payable for Parlour Gigs in Australia are in Australian dollars and are stated inclusive of GST. 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. GST shall be included in the Booking Fee. Parlour will issue all required tax invoices and adjustment notes relating to its supplies to purchasers of tickets for Parlour Gigs in Australia, and Artist and Host will not issue such documents.
4.4 If Artist is registered for GST, it is agreed that:
(a) Parlour can issue tax invoices in respect of any supplies from Artist to Parlour.
(b) Artist will not issue tax invoices in respect of the grant of rights or any other supplies from Artist to Parlour.
(c) Artist will notify Parlour if it ceases to be registered for GST.
(d) Parlour acknowledges that it is registered for GST and that it will notify Artist if it ceases to be registered.
5.1 Artist understands and agrees that Host has the right to cancel the Parlour Gig at any time prior to the day of the Parlour Gig, including (but not limited to) if the Ticket Target for that Parlour Gig has not been reached or due to the occurrence of a Force Majeure Event.
5.2 In the event that Host cancels the Parlour Gig, all tickets will be refunded and Artist shall not be entitled to any fees or payment provided that Parlour will remit to Artist the Deposit paid by Host after deduction of Parlour’s Service Fee and Booking Fee within ten (10) business days following such cancellation and such payment shall constitute Parlour’s sole obligation to Artist with respect to such cancelled Parlour Gig without any further liability therefor.
5.3 Artist is not permitted to cancel a Parlour Gig other than due to the occurrence of a Force Majeure Event. In the event that Artist cancels the Parlour Gig due to the occurrence of a Force Majeure Event or if Artist fails to appear at a Parlour Gig (other than due to the occurrence of a Force Majeure Event), Artist forfeits all rights to compensation of any kind and in any form in connection with Parlour and the Parlour Gig. In the event Artist’s reason for cancellation or non-appearance is for medical reasons Artist will be required to furnish a medical certificate to Parlour. Furthermore, in the event Artist cancels a Parlour Gig for any reason other than due to the occurrence of a Force Majeure Event or in accordance with the preceding sentence, Parlour will remit to Host the Deposit paid by Host after deduction of Parlour’s Service Fee and Booking Fee within ten (10) business days following such cancellation and such payment shall constitute Parlour’s sole obligation to Host with respect to such cancelled Parlour Gig without any further liability therefor.
Parlour recommends that Artist obtain commercial liability insurance, worker’s compensation and/or other applicable insurance with adequate limits for his, her or its services, and to cover any members of its band or crew, in connection with any Parlour Gig.
If Artist does not fulfill his, her or its obligations hereunder, or is in breach of this Artist Agreement, Parlour is hereby authorized at any time, to the fullest extent permitted by law, to set-off and apply any and all payments or deposits at any time held for the credit or the account of Artist against any of and all the costs, damages, fees, liabilities or other obligations of Artist now or hereafter existing under this Artist Agreement owed to Parlour, irrespective of whether or not Parlour shall have made any demand under this Artist Agreement and although such obligations may be unmatured. The rights of Parlour under this Section 7 are in addition to other rights and remedies (including other rights of set-off) that Parlour may have.
Neither Artist or Host, nor Parlour will be deemed in breach of his, her or its obligations hereunder if performance thereof is delayed or becomes impossible or impractical by reason of any cause or event beyond such party’s reasonable control or foreseeable avoidance (such cause or event, a “Force Majeure Event”), including, without limitation, death or illness of Artist, acts of God, plague, failure of public transportation, actions by governmental authority (whether valid or invalid), fires, terrorist acts, explosions, riots, floods, earthquakes, windstorms or other natural disasters, wars, embargo, sabotage, or labor strikes; provided, however, that the affected party notifies the other parties as soon as is reasonably practicable after discovery of such Force Majeure Event and uses his, her or its commercially reasonable efforts to minimize the effects of such Force Majeure Event and to resume performance as soon as possible.
9.1 Artist hereby agrees to indemnify, defend and hold harmless any and all of Parlour, Host and each of their respective affiliates and their respective officers, directors, members, shareholders, employees, contractors, licensees, distributors, customers, guests, representatives and agents (each, a “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 Artist or Artist’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 the express provisions of this Artist Agreement or otherwise relating to this Artist Agreement; or (b) personal loss, injury, death or property damage suffered by any person at or around the venue and at or in connection with the Parlour Gig. 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 9, 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.
9.2 Notwithstanding the Indemnifying Party’s defense obligations in this Section 9, 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 the Indemnifying Party obtaining the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld, delayed, or conditioned, provided that if the Indemnified Party provides the Indemnifying Party with twenty-one (21) days’ written notice of a proposed settlement and the Indemnifying Party neither accepts nor rejects the proposal, the Indemnified Party may enter the settlement and the indemnity shall still apply. With respect to the foregoing, 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.
9.3 Should Parlour, in its sole discretion, determine that any Artist has breached the Artist Agreement, then nothing herein shall prevent or in any way restrict its right to pursue any legal, equitable and/or other remedies that may be available to Parlour, including, without limitation, filing suit against Artist.
10.1 ARTIST WILL NOT HOLD PARLOUR RESPONSIBLE FOR GUEST’S OR HOST’S, ACTS OR OMISSIONS AND THE ACTS OR OMISSIONS BY OTHER USERS OF THE SERVICE. THE ARTIST 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.
10.2 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.
10.3 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.
11.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PARLOUR BE LIABLE TO ARTIST OR HIS, HER OR ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, SHAREHOLDERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, CUSTOMERS, LICENSEES, ASSIGNS, REPRESENTATIVES OR AGENTS,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) THIS ARTIST AGREEMENT OR ANY ADDITIONAL TERMS OR (B) ANY PARLOUR GIG. 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.
11.2 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.
12.1 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.
12.2 You and Parlour agree to resolve any claims relating to this Artist Agreement 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.
12.3 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 agreement to arbitrate disputes is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced.
12.4 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 this Artist Agreement 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 this Artist Agreement, the rules set forth in this Artist Agreement will govern. The JAMS Rules and instructions for how to initiate an arbitration are available from JAMS at http://www.jamsadr.com or 1-800-352-5267. To initiate arbitration, you or Parlour must do the following things:
(a) Write a demand for Arbitration. The demand must include a description of the Claim and the amount of damages sought to be recovered. You can find a copy of a demand for Arbitration at www.jamsadr.com.
(b) Send three copies of the demand for Arbitration, plus the appropriate filing fee to: JAMS to your local JAMS office or to JAMS, Two Embarcadero Center, Suite 1500, San Francisco, CA 94111.
(c) Send one copy of the demand for Arbitration to the other party.
12.5 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, Parlour will pay for your portion of the arbitration administrative costs (but not your attorneys’ fees). Arbitration under this agreement to arbitrate disputes 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.
12.6 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 Artist Agreement. 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.
12.7 You waive any right to pursue an action on a class-wide basis against Parlour and may only resolve disputes with Parlour on an individual basis, and may not bring a claim against Parlour 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.
12.8 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.
12.9 In any circumstances where this agreement to arbitrate disputes permits the parties to litigate in court, this Artist Agreement 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 City of New York, State of New York, USA.
12.10 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.
12A. Dispute Resolution and Choice of Law Applicable to Parlour Gigs in Australia and All Other Jurisdictions Other Than of the United States.
12A.1 PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS. 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.
12A.2 Pursuant to and in accordance with the terms of this Section 12A, any dispute concerning this Artist Agreement 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.
Parlour Gigs collects individual information so it may contact Artist in the event of cancellation or variation to a Parlour Gig. All personal information is held by Parlour in accordance with its Privacy Policy. This Artist Agreement incorporates and is to be read in conjunction with Parlour’s Service Terms of Use and the Parlour Privacy Policy.
14.1 Artist is an independent contractor and nothing herein shall be construed as constituting an employer/employee relationship, a partnership or a joint venture between the parties.
14.2 Artist acknowledges that this Artist Agreement is personal to Artist and neither this Artist Agreement nor any tickets can be assigned, transferred, sold or otherwise disposed of without the prior consent in writing of Parlour. Parlour may assign its rights and obligations under this Artist Agreement and any applicable Additional Terms, in whole or in part, to any party at any time without any notice.
14.3 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, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY PARLOUR OR THE SERVICE OR THE OCCURRENCE OF A PARLOUR GIG.
14.4 If any provision of this Artist Agreement is for any reason deemed invalid, unlawful, void, or unenforceable, then that provision will be deemed severable from this Artist Agreement, and the invalidity of the provision will not affect the validity or enforceability of the remainder of this Artist Agreement. 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 Artist Agreement.
14.5 This Artist Agreement, and any applicable Additional Terms, reflects our complete agreement between Artist on one hand, Parlour, Hosts, and Guests on the other hand, and supersedes any prior agreements, representations, warranties, assurances or discussion between the parties or in connection with any Parlour Gig. Except as expressly set forth in this Artist Agreement, (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 this Artist Agreement will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.
14.6 Parlour controls and operates the Service from Australia, and Parlour makes no representation that the Service is appropriate or available for use beyond Australia and the U.S. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Artist Agreement 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.
14.7 Parlour reserves the right to investigate and prosecute any suspected breaches of this Artist Agreement. Parlour may disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.
United States of America only
1.1 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.
1.2 You are accessing the website located at www.parlourgigs.com (and any other URL owned and/or operated by Parlour (as defined below) from time to time) and the Parlour platform (this “Service”) owned and operated by Parlour for the purpose of purchasing a ticket to a Parlour Gig (defined below).
1.3 The Ticket Terms and Conditions (this “Ticket Agreement”) sets forth a legally binding agreement between Guest (“you” or “your”) on one hand, and Parlour, Host, and Artist on the other hand. By establishing an account on our Service and purchasing a ticket, you agree that you have read, understand and agree to this Ticket Agreement, and consent to our collection, use and disclosure practices, and other activities as described in our Terms of Use and Privacy Policy. If you do not agree and consent, discontinue use of the Service.
1.4 In some instances, both this Ticket Agreement and separate terms elsewhere on the Service will apply to your use of the Service (“Additional Terms”).
1.5 Parlour reserves the right to alter, modify, add to or change in any way, any provisions of this Ticket Agreement.
1.6 For the purpose of this Ticket Agreement 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.
- “Guest” means any person who has purchased a valid ticket to a Parlour Gig ora 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.
2.1 Parlour’s role solely comprises of facilitating ticket sales on behalf of Host for a Parlour Gig and to the fullest extent permitted by law, Parlour is not liable for any claims relating to any Parlour Gig or ticket purchases, unless expressly stated otherwise in this Ticket Agreement.
2.2 Guest is fully aware and acknowledges that there are known, as well as unknown, risks and potentially harmful consequences inherent to and associated with various activities in which Guest may engage at the Parlour Gig including, without limitation, accident, injury (including death), disease or other ailments or conditions that may lead to a disability or adverse health.
2.3 By choosing to voluntarily participate in the Parlour Gig and by purchasing a ticket to the Parlour Gig, Guest fully assumes all risks and harmful consequences inherent to and associated with the Parlour Gig, including, without limitation, the risk of accident, injury, disease or other ailments or conditions that may lead to a disability or adverse health, whether or not caused due to the actions or omissions of Parlour, and Host and/or Artist or any of their respective affiliates and their respective officers, directors, members, shareholders, employees, contractors, licensees, distributors, customers, guests, representatives and agents (the “Released Part(y)ies”). Guest hereby forever releases, waives, and discharges each of the Released Parties from, and agrees not to sue any of the Released Parties for, any and all claims, liabilities, actions, causes of action, suits, demands, damages and costs (including attorney’s fees) of every kind and nature resulting from Guest’s attendance at or participation in the Parlour Gig including without limitation, any and all claims personal injury (including death) or damages to personal property sustained as a result of any actions or omissions of any Released Party.
2.4 Guest acknowledges that Guest (a) is at least twenty one (21) years of age, (b) does not have any adverse health condition, disability, injury or disease, (c) is in good mental and physical health and is fit enough to participate, and capable of participating, in the Parlour Gig, and (d) is not under the influence of alcohol or any drugs at the time of purchase of the ticket to the Parlour Gig or prior to or during the Parlour Gig. Guest agrees to comply with and follow all safety or other procedures, precautions and instructions given to Guest in connection with the Parlour Gig. Guest acknowledges that Parlour, Host or Artist will have the right at any time prior to or during the Parlour Gig to prevent Guest from participating in the Parlour Gig and Guest agrees to promptly comply with any request by Parlour, Host or Artist that Guest discontinue Guest’
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.
