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.
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.
“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.
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: email@example.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.
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.
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.