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Terms and Conditions


PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES.


Last updated: March 15, 2014


You agree that by registering for or using our Services (as defined below), or by accessing or using the Site (as defined below), you are entering into a legally binding agreement with Thuzio, Inc. ("Thuzio"). If you are using or accessing the Services or Site on behalf of your employer, another individual or an organization, such as a corporate entity, trust or partnership (collectively, the "Authorizing Party"), you represent that you are duly authorized by such Authorizing Party to enter into these Terms {as defined below) on behalf of such Authorizing Party (and "you" as used in these Terms refers both to you individually and to the Authorizing Party). You also represent to Thuzio that you are of legal age to form a binding agreement with Thuzio and that you are not a person or entity barred from accessing or using the Site under the laws of the United States or other applicable jurisdiction. By setting up an account on the Site at the time or after you register on the Site, you acknowledge that you have read and understood the these Terms and that you agree to be bound by all of the provisions contained in the Terms, that you consent to use electronic signatures, and that you acknowledge your click of the "Enter" button as one such signature. If you do not want to register for an account with Thuzio, or you do not agree to any provision contained in these Terms, do not click "Enter" and do not access or use the Services or Site.


General


Thuzio provides an online platform that connects active and retired professional athletes and other public figures with individuals and/or organizations seeking to hire such public figures for various experiential engagements (collectively with any and all other services made available on the Site, including any information, features, functionality and applications offered on the Site from time to time, the "Services"), which Services are accessible at www.thuzio.com (together with any other websites through which Thuzio makes the Services available, collectively, the "Site") subject to the following terms and conditions (the "Terms"). We may periodically change the Terms without notice to you, so please check the Site from time to time. Unless expressly stated otherwise, any new features that augment, enhance or otherwise modify the Site shall be subject to these Terms. These Terms govern your access to and use of the Site, and constitute a binding legal agreement between you and Thuzio. By accessing and using this Site, you agree to comply with and be legally bound by these Terms. For an explanation of Thuzio‘s practices and policies related to the collection, use, and storage of our users' information, please read our Privacy Policy, which may be found at http://www.thuzio.com/privacy-security, and which is incorporated by reference into these Terms. If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Site. Failure to use the Site in accordance with these Terms may subject you to civil and criminal penalties.


THE SITE AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH TALENTS (AS DEFINED BELOW) MAY CREATE LISTINGS (AS DEFINED BELOW) FOR EXPERIENCES (AS DEFINED BELOW) AND MEMBERS (AS DEFINED BELOW) MAY LEARN ABOUT AND BOOK EXPERIENCES. YOU UNDERSTAND AND AGREE THAT THUZIO IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN TALENTS AND MEMBERS, NOR IS THUZIO AN AGENT OR INSURER. THUZIO HAS NO CONTROL OVER THE CONDUCT OF TALENTS, MEMBERS AND OTHER USERS OF THE SITE AND SERVICES, OR THE QUALITY, LEGALITY, SUITABILITY OR ANY OTHER ASPECT OF THE SERVICES OR THE EXPERIENCES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD. ACCORDINGLY, ANY BOOKINGS WILL BE MADE AT TALENTS' AND MEMBERS' OWN RISK.


Defined Terms


"Authorizing Party" is defined above.


"Collective Content" means Talent Content, Member Content and Thuzio Content.


"Commercial Use" means the use of Talent's names, photographs, likeness, facsimile signature or voice to advertise, market or promote a product, service or brand, or the use of Talent's names, photographs, likeness, facsimile signature or voice on any product, product packaging or merchandise (e.g. prints, posters, calendars and apparel) or any use in an advertisement or billboard in any media; provided, however, for the avoidance of doubt, that any use of Talent's names, photographs, likeness, facsimile signature or voice by a Customer for review by an audience internal to the Customer's organization, excluding the general public and/or consumers, shall not constitute Commercial Use for purposes of this Agreement.


"Content" means text, graphics, images, music, software, audio, video, information or other materials.


"Experience" means an experiential or instructional engagement between a Talent and a Member.


"Force Majeure Event" means an event or circumstance which is beyond the control and without the fault or negligence of Talent or Member and which by the exercise of reasonable diligence of such party could not be prevented or expected at the time of making or confirming the booking request, respectively, provided that such events or circumstances are limited to the following: (i) riot, war, invasion, act of foreign enemies, hostilities (whether war be declared or not) acts of terrorism, civil war, rebellion, revolution, insurrection of military or usurped power, requisition or compulsory acquisition by any governmental or competent authority; (ii) ionising radiation or contamination, radio activity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel, radio active toxic explosive or other hazardous properties of any explosive assembly or nuclear component; (iii) earthquakes, flood, fire or other physical natural disaster, including severe weather to the extent they lead to closure of public institutions and/or public transport systems; and (iv) strikes at national level or industrial disputes at a national level, or strike or industrial disputes by labor not employed by the affected party, its subcontractors or its suppliers and which affect an essential portion of the works but excluding any industrial dispute which is specific to the performance of the works or this contract.


"Listing" means an Experience that is listed on the Site by a Talent as being available for sale via the Site.


"Member" means a person who completes Thuzio's account registration process, as described in the section below entitled "Thuzio Accounts".


"Member Content" means all Content that a Member posts, uploads, publishes, submits or transmits to be made available through the Site.


"Prohibited Activity" means one or more activities designated by Thuzio as prohibited from time to time in its sole and absolute discretion. Without limiting the foregoing, the following will be deemed Prohibited Activities:


  • The modification, adaptation, disassembly, de-compilation, translation, reverse engineering or other attempt to discover the source code or structure, sequence and organization of the Services or Site (except where the foregoing is permitted by applicable local law notwithstanding such restrictions, and then only to the extent that such intended activities are disclosed in advance in writing to us);
  • The use of Services or Site in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, Site or any networks or security systems of Company or its service providers, or otherwise interfere with other Users' use of the Services or Site;
  • The removal, obscuring or changing of any copyright, trademark, hyperlink or other proprietary rights notices contained in or on the Services, Site or any Content;
  • The submission of any Content or material that expresses or implies that such Content or material is sponsored or endorsed by the Company;
  • The use of the Services or Site to violate the security of any computer network or to transfer or store illegal material; or
  • The use of the Services or the delivery of any Content in violation of any applicable law, including the securities laws, intellectual property laws, right of privacy or publicity laws and any laws of any jurisdiction (including that of the United States of America) applicable to you or Slated.

"Services" is defined above.


"Site" is defined above.


"Talent" means a person who maintains a profile and posts Listings on the Site.


"Talent Content" means all Content that a Talent posts, uploads, publishes, submits or transmits to be made available through the Site.


"Tax" or "Taxes" mean any sales taxes, value added taxes (VAT), goods and services taxes (GST) and other similar municipal, state and federal indirect or other withholding and personal or corporate income taxes.


"Terms" is defined above.


"Thuzio" is defined above.


"Thuzio Account" is defined below in the section entitled "Thuzio Accounts".


"Thuzio Content" means all Content that Thuzio makes available through the Site, including any Content licensed from a third party, but excluding Member Content.


Eligibility


The Site and Services are intended solely for persons who are 18 years of age or older. Any access to or use of the Site or Services by anyone under 18 years of age is expressly prohibited. By accessing or using the Site or Services, you represent and warrant that you are 18 years of age or older.


Thuzio Accounts


In order to access some features of the Site and the Services, and to book Experiences, you will have to create a unique account on the Site (a "Thuzio Account") and become a Member. You may never use another person's Thuzio Account without such person's express permission. When creating your Thuzio Account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your Thuzio Account, and you must keep your Thuzio Account password secure. You must notify Thuzio immediately of any breach of security or unauthorized use of your Thuzio Account. Although Thuzio will not be liable for any losses or damages caused by any unauthorized use of your Thuzio Account, you may be liable for the losses of Thuzio or others due to such unauthorized use.


Bookings and Financial Terms for Members


Talent is required to either confirm or reject the booking within 48 hours of the submission of any booking request, or such booking request shall be deemed cancelled automatically. If a requested booking is cancelled (i.e. not confirmed by the applicable Talent), any amounts collected by Thuzio will be refunded to such Member, and any pre-authorization of such Member's credit card will be released, as applicable.


In order to establish a booking pending the relevant Talent's confirmation of your requested booking, you understand and agree that Thuzio shall have the right, in its sole discretion, to obtain a pre-authorization via your credit card for the full price of the Experience. Once Thuzio receives confirmation of your booking from the relevant Talent, Thuzio will collect the total price of the Experience in accordance with the pricing terms set forth in the applicable Listing. Please note that Thuzio cannot control any fees that may be charged to a Member by his or her bank related to Thuzio's collection of payment, and Thuzio disclaims all liability in this regard.


In connection with your requested booking, you will be asked to provide customary billing information such as name, billing address and credit card information either to Thuzio or its third party payment processor. You agree to pay Thuzio for any confirmed bookings made in connection with your Thuzio Account in accordance with these Terms by one of the methods described on the Site. You hereby authorize the collection of such amounts by charging the credit card provided as part of requesting the booking, either directly by Thuzio or indirectly, via a third party online payment processor or by one of the payment methods described on the Site. If you are directed to Thuzio's third party payment processor, you may be subject to terms and conditions governing use of that third party's service and that third party's personal information collection practices. Please review such terms and conditions and privacy policy before using the services. Once your confirmed booking transaction is complete you will receive a confirmation email summarizing your confirmed booking.


Cancellations


In the event you wish to cancel a booking request, whether or not confirmed by the relevant Talent, you shall remain liable for such percentage of the booking fee as is set out below:


 You give cancellation notice:  Percentage of booking fee due and payable: 
 At least forty-eight (48) hours prior to date of scheduled Experience:  50%
 Less than forty-eight (48) hours prior to date of scheduled Experience:  100%

In the event you wish to cancel an Experience, you shall be entitled to reschedule the Experience involving the same Talent and within one (1) year of the originally scheduled Experience date at the Booking Amount agreed for the original Experience; provided, however, that Thuzio shall not be required to agree to such alternative date except if Thuzio deems such alternative date commercially and reasonably acceptable. If the Experience is rescheduled as contemplated herein, you shall owe only such amount to Company as is equal to the difference between the booking fee agreed for the original Experience and the amount already paid out to Company in the context of the cancelation.


In the event a booking request is cancelled by Thuzio subsequent to a Booking Confirmation having been agreed to by the relevant Talent, you shall receive a full refund of the booking fee (if received by Thuzio) but you shall have no further recourse against Thuzio or Talent. Notwithstanding the immediately preceding sentence, Company shall be entitled to propose a "make good" date reasonably equal to the Experience initially agreed to. A "make good" date would take place within one (1) year of the originally scheduled event date at no additional cost to you. If a date is not mutually agreed upon by thirty (30) days following the original Experience conclusion date, you may cancel the "make good" date in its entirety and you shall receive a full refund of the booking fee (if received by Thuzio) and you shall have no liability to Thuzio or Talent for any travel or other expenses whatsoever.


Upon a cancelation on account of the occurrence of a Force Majeure Event, neither party shall be liable to the other party and Thuzio shall pay to you a full refund of the booking fee; provided, however, that if the Force Majeure Event affects your ability to conduct, organize or otherwise accommodate the Experience, then Thuzio shall be entitled to reduce such refund by the amount equal to Talent's reasonably incurred travel expenses that cannot otherwise be recovered by Talent by customary means.


No Privity of Contract Between Talent and Customer


If you are a member making a booking request, you acknowledge and agree that there shall be no privity of contract between you and Talent as a result of your use of the Services, the Site or the confirmation of the booking request, whether by way of agency, power of attorney or otherwise. You shall have no rights, benefits, interests or claims in respect of or against Talent arising as a result of your use of the Services, the Site or the confirmation of the booking request. All of your rights, benefits, interests or claims under this Agreement arise solely in respect of and against Thuzio.


If you, as a Member, choose to enter into any bilateral agreement between yourself and a Talent that expands or otherwise modifies the scope or any other aspect of any Experience, you acknowledge and agree that you, and not Thuzio, will be responsible for performing the obligations of any such agreements, and Thuzio is not a party to such agreements and disclaims all liability arising from or related to any such agreements.


No Agency


You and Thuzio are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms or your use of the Services and/or the Site.


Authorizations and Licenses in Respect of Talents


If you make a booking request that is confirmed by the relevant Talent, subject to the exclusion of Commercial Use, Company hereby grants to you a worldwide, non-exclusive, royalty-free, non-transferable and non-sub-licensable, license (except if otherwise agreed in writing in respect of an Experience):


  • before the conduct or delivery of the Experience, to advertise and promote the appearance of Talent and the Experience, by the display, performance, exhibition, modification, reproduction and/or making available of Talent's names, photographs, likeness, facsimile signature and voice in all of such promotions, advertising or other activities used to promote the Experience; and
  • during and subsequent to the conduct of the Experience, to display, perform, exhibit, modify, reproduce and make available, whether in print, by television, cable or radio transmission, online or otherwise, for public consumption any materials in any media displaying or representing the Experience.

Commercial Use


If you make a booking request that is confirmed by the relevant Talent, you acknowledge, covenant and agree that you have no right or license to any use of a Talent's names, photographs, likeness, facsimile signature or voice that constitutes Commercial Use, except (i) in the limited respects described above under the heading "Authorizations and Licenses in Respect of Talents"; or (ii) if otherwise agreed with Company in writing in respect of an Experience.


Insurance


If you make a booking request that is confirmed by the relevant Talent, you shall be responsible for providing, at your own expense, and in your own name:

  • such insurance coverage as may be required, necessary, customary or appropriate in connection with the conduct or delivery of an Experience, including any activity (including, without limitation, travel) incidental thereto; and
  • any and all licenses and permits required, necessary, customary or appropriate for him/herself to conduct or deliver any Experience.

Gift Cards


Gift cards must be redeemed toward the purchase of products on www.thuzio.com. Purchases are deducted from the gift card balance. Any unused balance will be placed in the recipient's gift card account when redeemed. If an order exceeds the amount of the gift card, the balance must be paid with a credit card or other available payment method. gift cards for a specific Experience must be redeemed within one year from the date of issuance. Gift cards for an amount do not expire. Refunds are available on Experience-specific gift card purchases in the event of a change in price or Talent availability. Service fees are non-refundable.


Prohibited Activity


You represent, covenant and agree that you have not engaged in, and will not engage in, any Prohibited Activity.


Code of Conduct


You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Site or any of the Services. In connection with your use of our Site and Services, you may not and you agree that you will not:

  • violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and Tax regulations;
  • use the Site or Services for any commercial or other purposes that are not expressly permitted by these Terms;
  • copy, store or otherwise access any information contained on the Site, or within any Content appearing therein, for purposes not expressly permitted by these Terms;
  • use our Site to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
  • "stalk" or harass any other user of our Site or Services, or collect or store any personally identifiable information about any other user other than for purposes of transacting as a Thuzio Talent or Member;
  • when acting as a Member or otherwise, recruit or otherwise solicit any Talent or other Member to join third party services or websites that are competitive to Thuzio, without Thuzio's prior written approval; or
  • impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity.

Copyrights and Ownership


The Site, Services, and Collective Content are the property of Thuzio or its Content providers, and are protected by all applicable copyright, trademark and other laws of the United States and foreign countries. You acknowledge and agree that the Site, Services and Collective Content, including all associated intellectual property rights, are the exclusive property of Thuzio and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services, or Collective Content. Subject to your compliance with the terms and conditions of these Terms, Thuzio grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Thuzio Content solely for your personal and non-commercial purposes and (ii) access and view any Talent Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.


You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Thuzio or its licensors, except for the licenses and rights expressly granted in these Terms.


License to Your Content


By uploading or otherwise providing any Content through your use of the Services or Site, whether through your account with us or otherwise, you hereby grant to Thuzio a non-exclusive, non-transferable, royalty-free, fully paid-up, irrevocable, worldwide right and license to use, display, perform, exhibit, modify, reproduce and make available such Content through the Services and Site to other users. Thuzio shall have the right to maintain a copy of such Content for archival purposes and in order to enforce our rights under these Terms.


You hereby grant to us a license to publish all the Content you upload to the Services and Site, including any comments or other forum posts you may offer on the Site in order to provide the Services. Your Content will be viewable by other users and through third party services and websites. You should only provide Content that you are comfortable sharing on those terms. You hereby represent that you understand and assume the risks associated therewith.


As between you and Thuzio, Thuzio shall exclusively own and retain all right, title and interest (including all intellectual and proprietary rights) in and to the Services and Site, including all Content (other than your Content and that of Thuzio's licensors, including Talent and other members) and other materials appearing therein. Thuzio shall also own any and all metadata related to your Content generated by the Services, the Site and its systems.


Copyright Policy


Thuzio respects the intellectual property rights of others and expects you to do the same. Thuzio will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to Thuzio. The Digital Millennium Copyright Act ("DMCA") provides recourse to copyright owners who believe that their rights under the United States Copyright Act have been infringed by acts of third parties over the Internet. If you believe that your copyrighted work has been used without your authorization and is available on or in the Services or Site in a way that may constitute copyright infringement, you may provide notice of your claim to Thuzio as described in this section.


If you believe that any material on the Services or Site violates your rights in your copyrighted work, please notify Thuzio as soon as possible by sending an email to us at [support@thuzio.com], or by mailing a letter to the copyright agent (listed below) containing the following information in accordance with the DMCA:


  • a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
  • identification of the copyrighted work claimed to have been infringed;
  • identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  • your contact information, including your address, telephone number, and an email address;
  • a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent for notice of alleged copyright infringement or other legal notices regarding Content appearing on the Services or Site is:


Thuzio, Inc. Attn: Copyright, 267 Fifth Avenue, New York, NY 10016, Email: [support@thuzio.com]. Please note that in addition to being forwarded to the person who provided the allegedly illegal Content, we may send a copy of your notice (with your personal information removed) to Chilling Effects (www.chillingeffects.org) for publication and/or annotation. You can see an example of such a publication at: http://www.chillingeffects.org/fairuse/notice.cgi.


A link to your published notice will be displayed on the Site in place of the removed Content.


Thuzio reserves the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, Thuzio will also terminate a user's account if the user is, or is likely to be, a repeat infringer (as determined by Thuzio in its sole and absolute discretion).


Trademarks


All trademarks, service marks, logos, trade names and any other proprietary designations of Thuzio used herein are trademarks or registered trademarks of Thuzio. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.


Termination and Thuzio Account Cancellation


We may, in our sole and absolute discretion, and without liability to you, with or without cause, with or without prior notice and at any time: (a) terminate these Terms or your access to our Site and Services, and (b) deactivate or cancel your Thuzio Account. Upon termination Thuzio will promptly pay you any amounts that Thuzio is legally obligated to pay you. In the event Thuzio terminates these Terms, or your access to our Site and Services, or deactivates or cancels your Thuzio Account, you will remain liable for all amounts due in connection with any Experiences or other Services you have purchased. You may cancel your Thuzio Account at any time by sending an email to [support@thuzio.com]. Please note that if your Thuzio Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Site, including, but not limited to, any reviews or other feedback.


Disclaimers


IF YOU CHOOSE TO USE THE SITE AND/OR THE SERVICES, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT THUZIO DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY TALENT OR MEMBER, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION. THUZIO, TOGETHER WITH ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, PROVIDE THE SITE, SERVICES AND COLLECTIVE CONTENT "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, THUZIO, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NEITHER THUZIO, NOR ANY OF ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, MAKES ANY WARRANTY THAT THE SITE, SERVICES, OR COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE LISTINGS OR ANY EXPERIENCES INCLUDED THEREIN, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. FURTHERMORE, NEITHER THUZIO, NOR ANY OF ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, MAKES ANY WARRANTY REGARDING THE QUALITY OF ANY LISTINGS, EXPERIENCES OR ANY OTHER SERVICES OR COLLECTIVE CONTENT, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE OR SERVICES. NEITHER THUZIO, NOR ANY OF ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, ASSUMES ANY LIABILITY OR RESPONSIBILITY FOR ANY (I) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (II) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (III) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE OR DURING THE COURSE OF YOUR USE OF THE SERVICES.


NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THUZIO, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES, OR THROUGH THE SITE OR COLLECTIVE CONTENT WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.


YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR SERVICES, AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY TALENTS OR MEMBERS. YOU UNDERSTAND THAT THUZIO DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE OR SERVICES OR TO EVALUATE THE QUALITY OF ANY EXPERIENCES PRIOR TO THE TIME OF SALE. THUZIO MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, TALENTS AND MEMBERS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED OR OTHERWISE FACILITATED BY THUZIO.


Limitation of Liability


YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, SERVICES AND/OR COLLECTIVE CONTENT, YOUR LISTING OR BOOKING OF ANY EXPERIENCES VIA THE SITE AND SERVICES, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF THUZIO WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER THUZIO NOR ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, SERVICES OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICES, OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, OR FROM YOUR LISTING OR BOOKING OF ANY EXPERIENCE VIA THE SITE AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THUZIO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.


IN NO EVENT WILL THUZIO'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR LISTING OR BOOKING OF ANY EXPERIENCE VIA THE SITE AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES, OR COLLECTIVE CONTENT AND IN CONNECTION WITH ANY EXPERIENCE OR INTERACTIONS WITH ANY OTHER MEMBER OR TALENT, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE SITE AND SERVICES AS A MEMBER IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE A TALENT, THE AMOUNTS PAID BY THUZIO TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED DOLLARS ($100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THUZIO AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.


Indemnification


You agree to release, defend, indemnify, and hold Thuzio and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site, Services, or Collective Content or your violation of these Terms; (b) your violation of any third party right, including, without limitation, any copyright, property or privacy right; (c) your Content (including, without limitation, any claim that your Content caused damage to a third party); and (d) your (i) interaction with any Talent or Member, (ii) booking of an Experience, (iii) creation of a Listing or (iv) the consumption of an Experience by you, including, but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a booking or consumption of an Experience.


You agree to release, defend, indemnify, and hold Thuzio and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any and all claims and threatened claims by any third party, including Talent and any Talent's employees and other attendees of an Experience, arising out of, under or in connection with the death or bodily injury of any third party, including any agent, employee, customer, invitee or visitor of Talent but only to the extent caused or contributed to by Customer, or the damage, loss or destruction of any tangible personal or real property but only to the extent caused or contributed to by Customer.


External Links


The Site may contain links to third-party websites or resources. You acknowledge and agree that Thuzio is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Thuzio of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.


Notices


When you visit the Site or send emails to any address on the Thuzio.com domain, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email (sent to the email address you provide to Thuzio either during the registration process or when your email address changes) or by posting notices on this site. 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. In addition to, but not in limitation of the foregoing, except as explicitly stated otherwise, any notices to Thuzio shall be given by email to [support@thuzio.com]. Thuzio may alternatively choose to give you notice by certified mail, postage prepaid and return receipt requested, to the mailing address provided to Thuzio. In the case of notice by certified mail, notice shall be deemed given three (3) days after the date of mailing.


Governing Law


These Terms are governed by the laws of the State of New York without reference to the principles of conflicts of laws thereof. Any dispute or claim relating in any way to your visit to the Site or to products or services sold or distributed by Thuzio or through the Site will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement.


There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms as a court would.


We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.


Assignment


These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Thuzio without restriction.


Miscellaneous


These Terms, together with the Privacy Policy and any other legal notices published by Thuzio on the Site, shall constitute the entire agreement between you and Thuzio concerning the Site, your use of the Services and any Content (including, without limitation, the Collective Content). If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any one provision set forth in these Terms shall be deemed a further or continuing waiver of such provision or any other provision, and Thuzio's failure to assert or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. Thuzio reserves the right to amend these Terms at any time and without notice, and it is your responsibility to review these Terms for any changes. Your use of the Site and/or the Services following any amendment of these Terms will signify your assent to and acceptance of its revised terms.