Terms and Conditions

Last updated: June 8, 2012

General

Thuzio, Inc. (“Thuzio”) provides an online platform that connects active and retired professional athletes and other public figures with individuals seeking to hire such public figures for various experiential engagements (collectively, the “Services”), which Services are accessible at www.thuzio.com (together with any other websites through which Thuzio makes the Services (as defined below) 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 PROS (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 PROS AND MEMBERS, NOR IS THUZIO AN AGENT OR INSURER. THUZIO HAS NO CONTROL OVER THE CONDUCT OF PROS, 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 THE PROS’ AND MEMBERS’ OWN RISK.

Defined Terms

“Collective Content” means Pro Content and Thuzio Content.

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

“Experience” means an experiential or instructional engagement between a Pro and a Member.

“Listing” means an Experience that is listed on the Site by a Pro 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”.

“Pro” means a person who maintains a profile and posts Listings on the Site.

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

“Services” is defined above.

“Site” is defined above.

“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 Pro Content.

Eligibility

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

The Pros, and not Thuzio, are solely responsible for honoring any confirmed bookings and completing any Experiences reserved through the Site. If you, as a Member, choose to enter into any bilateral agreement between yourself and a Pro 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. The Pro is required to either confirm or reject the booking within 48 hours of the submission of any booking request, or such booking request will be cancelled. If a requested booking is cancelled (i.e. not confirmed by the applicable Pro), 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 applicable Pro'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 applicable Pro, 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.

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 Pro or Member;
• when acting as a Member or otherwise, recruit or otherwise solicit any Pro 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, is 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 Pro 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.

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 PRO 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 PROS 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, PROS 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 PRO, 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 PRO, 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 Pro 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.

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.

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 Site.

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.