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Event Planner Agreement
IMPORTANT: READ THE ENTIRE AGREEMENT BEFORE ACCEPTING!!!
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CONTENTS BY SECTION:
· 1. GENERAL MATTERS
· 2. FINANCIAL TRANSACTIONS, SERVICE COSTS, AND RELATED TERMSG
· 3. PROVISIONS CONCERNING EVENT PLANNER’S CONDUCT
· 4. LIABILITY PROVISIONS AND ALLOCATION OF RISK
· 5. THE LAW AND LOCATION FOR POTENTIAL DISPUTES
· 6. BREACH OF THIS AGREEMENT
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1. GENERAL MATTERS
Parties - This is an Agreement by and between StayClassy Productions Incorporated (“StayClassy”), a California corporation, and you, the individual or other party, seeking access to, and use of, the Event Planning Services portions of the Stayclassy.org website (the “Event Planner”).
Legally Enforceable Agreement - This Agreement will constitute a legally enforceable contract. StayClassy and the Event Planner acknowledge and affirm their respective intentions to be legally bound by this Agreement.
General Description of “Event Planning Services" - This Agreement concerns the Event Planner’s access to StayClassy’s “Event Planning Services.” Event Planning Services include, but are not necessarily limited to, StayClassy’s event ticketing software and various online pages/platforms designed to facilitate the Event Planner’s ability to host offline events. All Event Planning Services are solely accessible through the Stayclassy.org website and are only intended to be used by Stayclassy.org members.
Certain Definitional Matters - (1) The phrases “Stayclassy.org member(s),” “member(s) of Stayclassy.org,” or simply “members” (and all readily apparent variants of these general phrases) are meant to include both individual members of the Stayclassy.org website (those users that have previously entered into the “StayClassy Member Agreement”) and StayClassy’s member-charities (those users that have previously entered into the “Member-Charity Agreement”)(2) The phrases “member-charity” or “member-charities” only include users that have previously entered into the “Member Charity Agreement.” (3) The phrases “individual member” or “individual members” refer only to users that have previously entered into the “StayClassy Member Agreement.” (4) All references to the “StayClassy Event Planner Agreement,” “the Event Planner Agreement,” “the Events Agreement,” “this Agreement,” “the Agreement,” or simply “Agreement” refer only to this document entitled “StayClassy Event Planner Agreement;” when reference is made to the separate “Member-Charity Agreement” or the separate “StayClassy Member Agreement,” the specific phrases “Member-Charity Agreement” or “StayClassy Member Agreement” (and only those phrases) will be used. ↑ Back to Top ↑
Scope of Agreement - As a prerequisite to entering into this Agreement, the Event Planner will have already entered into either the “Member-Charity Agreement” or the “StayClassy Member Agreement.” The previously accepted agreement only governs Event Planner’s use of the member-restricted portions of Stayclassy.org (those pages, tools, user capabilities etc. which require membership to the Stayclassy.org website- that are not held out to the general browsing public- but not those portions of the Stayclassy.org website, and all related tools and user capabilities, that are only accessible upon entering into this further Agreement; in other words, not including the so-called “Event Planning Services” portions of the Stayclassy.org website)This Agreement exclusively governs Event Planner’s use of all portions of Stayclassy.org not accessible before entering into this Agreement. These portions, and all related tools and services, have been termed the “Event Planning Services.” ↑ Back to Top ↑
More on The Event Planner - By entering into this Agreement, the Event Planner represents and warrants that (1) Event Planner is age EIGHTEEN OR OLDER (2) Event Planner’s registration information is truthful and accurate and (3) Event Planner’s decision to enter into this Agreement and use StayClassy’s Event Planning Services does not violate any applicable law. If the Event Planner is also a member-charity then the Event Planner further represents and warrants that (4) a duly authorized Agent possessing actual authority to enter into contracts generally, or this contract in particular, on behalf of the member-charity is presiding over this transaction. If, at any time, StayClassy becomes aware that any of the above representations is false, Event Planner’s access to the Stayclassy.org website will be terminated. ↑ Back to Top ↑
Consideration - StayClassy grants the Event Planner a nonexclusive, nontransferable, limited license to access and use (but not copy, reproduce, alter, or profit from in any way other than that explicitly laid out in Section Two of this Agreement) the Event Planning Services portions of the Stayclassy.org website. While, as stated above, the Event Planner must necessarily have entered into either the “StayClassy Member Agreement” or the “Member-Charity Agreement” in order to be eligible to enter into this further Agreement, neither of those two prior agreements enable a Stayclassy.org member to access, or use, StayClassy’s Event Planning Services. Thus, the grant of this limited license represents fresh consideration on StayClassy’s part. In exchange for obtaining access to the Event Planning Services, the Event Planner agrees to abide by, and be legally bound by, all the terms and conditions contained in this Agreement (titled “StayClassy Event Planner Agreement”); including those terms which cover financial transactions and the financial remuneration Event Planner may owe to StayClassy for services rendered. ↑ Back to Top ↑
StayClassy’s Intellectual Property Rights - Notwithstanding the above-granted limited license, the Event Planner understands that all web content, software and other tools or services that Event Planner gains access to as the result of entering into this Agreement remain the sole property of StayClassy. The Event Planner agrees not to violate StayClassy’s intellectual property rights and to use the above-mentioned content, software, and services in a manner fully consistent with both the letter and spirit of all the terms and conditions laid out in this Agreement. The Event Planner acknowledges that the grant of this limited license in no way creates a right, title, or interest in favor of the Event Planner in StayClassy’s intellectual property. All goodwill accruing from the use of StayClassy’s intellectual property shall inure to the benefit of StayClassy alone. ↑ Back to Top ↑
Term of Agreement - There are four potential ways that the term of this Agreement may expire. (1) First, the Event Planner may, at any time, end the term of this Agreement by terminating his or her membership to Stayclassy.org by using the cancellation procedure on the Stayclassy.org website. (2) Second, StayClassy may terminate the Event Planner’s membership to the Stayclassy.org website, ending the term of this Agreement, if StayClassy has a good faith belief that the Event Planner is in breach of either the letter or spirit of any of the terms of this Agreement, the “Member-Charity Agreement,” or the “StayClassy Member Agreement” (the Event Planner will necessarily have entered into one of those latter two agreements on top of this Agreement). (3) Third, as StayClassy reserves the right to amend, modify, or add to this Agreement, the “Member-Charity Agreement,” and the “StayClassy Member Agreement,” from time to time, the Event Planner may, following such an amendment, opt not to accept changes that have been made to one of these agreements. If StayClassy chooses to amend, modify, or add to this Agreement, the “Member-Charity Agreement,” or the “StayClassy Member Agreement,” it will contact the Event Planner through the Stayclassy.org website to make the Event Planner aware that changes have been made. (3)(a) If the Event Planner does not wish to accept changes made to either the “Member-Charity Agreement” or the “StayClassy Member Agreement,” then the Event Planner may simply cancel the Event Planner’s membership with the Stayclassy.org website at that time. This will end the term of this Agreement, as well as that of either the “Member-Charity Agreement” or the “StayClassy Member Agreement,” depending on which of those two agreements the Event Planner has previously entered into. After notification of the changes has been received by the Event Planner, the Event Planner’s continuing use of the Stayclassy.org website will be taken as the Event Planner’s assent to be bound by all changes. (3)(b) If the Event Planner chooses not to accept changes made to this Agreement, then the Event Planner’s access to the Event Planning Services will be terminated. The Event Planner will, however, be able to continue to access and use those portions of the Stayclassy.org website that are reachable without entering into this Agreement. In such a case, the privileges and restrictions applying to Event Planner’s use of the Stayclassy.org website will only be governed by the terms of either the “StayClassy Member Agreement” or the “Member-Charity Agreement,” depending on which of those two agreements the Event Planner has entered into previously. If the Event Planner chooses not to accept changes made to this Agreement, but still wishes to retain access to the Stayclassy.org website (excepting the Event Planning Services portions), then the Event Planner shall respond to the notification provided and so inform StayClassy. Continued use of the Stayclassy.org website without promptly notifying StayClassy or canceling membership will constitute Event Planner’s acceptance to all changes made to this Agreement. (4) Fourth, StayClassy may discontinue the Stayclassy.org website, at any time, if it becomes unable or unwilling to continue to operate the site; this will end the term of this Agreement, the “StayClassy Member Agreement,” and the “Member-Charity Agreement.” ↑ Back to Top ↑
Account Password and Security - As part of the registration process for the Stayclassy.org website, the Event Planner is required to create a username and password. Safeguarding the privacy of this password is the sole responsibility of the Event Planner. The Event Planner bears sole responsible for all activity occurring on the Event Planner’s Stayclassy.org account, including use of the now-available Event Planning Services, whether or not such activity has been expressly authorized by the Event Planner. Event Planner agrees to logout of Event Planner’s Stayclassy.org account at the end of each session on Stayclassy.org. Additionally the Event Planner agrees to immediately notify StayClassy (info@stayclassy.org) if the Event Planner in any way suspects that the security of the Event Planner’s password and account has been compromised. ↑ Back to Top ↑
Divisibility - If, for any reason, a court adjudicating a dispute under this Agreement finds all or part of any term, or terms, of this Agreement to be unenforceable, then the offending portions of the term, or terms, shall be construed and, if necessary and permissible, reworded, in a manner that conforms to the requirements of the law and is most consistent with the parties’ intentions; the non-offending parts of such a term, or terms, and all other non-offending portions of this Agreement, will continue in full force and effect to the fullest extent allowed by law. If simply striking the offending portions of the unenforceable term, or terms, would bring this Agreement into closer conformity with the parties’ intentions, then those offending portions should simply be stricken and no attempt to reinterpret or reword them should be made. The parties’ intentions should be judged solely by referring to the original terms (e.g. the terms prior to any court-modification) contained in this Agreement. ↑ Back to Top ↑
Entire Agreement - StayClassy and the Event Planner intend for this document (entitled “StayClassy Event Planner Agreement”) to be a complete integration of the agreement between StayClassy and the Event Planner. It is the complete and final agreement between StayClassy and the Event Planner. As such, this writing supersedes and displaces any other earlier or contemporaneous written or oral agreements, negotiations, or statements purporting to deal with the subject matter of this Agreement (the Event Planner’s use of the Event Planning Services portions of the Stayclassy.org website). ↑ Back to Top ↑
Headings - The bolded headings provided at the beginning of each term, as well as the numbered section headings, are meant to facilitate the Event Planner’s understanding of the Agreement and its various component parts. These headings, however, have no independent legal weight; they should not be used to limit (in any way) the construction given to the actual language of each term that follows the bolded heading. ↑ Back to Top ↑
Assignments - StayClassy reserves the right to assign rights under this Agreement. All assignments by the Event Planner of rights under this contract, however, are VOID. The Event Planner expressly acknowledges that Event Planner possesses neither the right nor the power to assign rights granted under this Agreement. ↑ Back to Top ↑
2. FINANCIAL TRANSACTIONS, SERVICE COSTS, AND RELATED TERMS
Event Revenue Processing - Ticket-sale revenue from events Event Planner has hosted by using StayClassy’s Event Planning Services will only be paid to Event Planner’s online PayPal account. StayClassy will not write checks, wire, or otherwise deliver funds to Event Planner. ↑ Back to Top ↑
PayPal Account Number - The account number StayClassy will use to deliver funds to Event Planner will be the one supplied by Event Planner to StayClassy during the registration process for the Event Planning Services portions of the Stayclassy.org website. StayClassy assumes that the number supplied by Event Planner is accurate; if Event Planner is unsure of the accuracy of the account number supplied, then Event Planner should go back, make sure, and, if necessary, edit the registration information. This should be done before entering into this Agreement. If, after entering into this Agreement, Event Planner discovers that the wrong account number has been supplied to StayClassy, then Event Planner should notify StayClassy immediately (info@stayclassy.org). Event Planner accepts all risk of lost funds prior to such notification, though StayClassy will work in good faith with Event Planner to correct all such errors. In such a situation, if funds have been disbursed to the wrong party, Event Planner agrees that Event Planner’s sole remedy will be to pursue an action in restitution against the party who has received the windfall. Event Planner will not bring any action against StayClassy in this situation. ↑ Back to Top ↑
Required Charitable Contribution - If the Event Planner is a member-charity, then Event Planner’s receipt of the ticket sale revenue from an event hosted by Event Planner satisfies the charitable contribution requirement of this Agreement. In all other cases, Event Planner agrees that for each event Event Planner hosts by using StayClassy’s Event Planning Services at least two dollars per ticket sale will go to a StayClassy member-charity. If more than one StayClassy member-charity is designated to benefit from Event Planner’s event ticket sales, then each separate member-charity benefited must receive at least two dollars per ticket sale. A greater percentage of the ticket price may, of course, be designated to go to a StayClassy member-charity, or member-charities. In any event, the precise amount (whether it’s the minimum or higher) will be determined by a separate agreement, or agreements, between the Event Planner and the benefited member-charity, or member charities. The separately agreed upon allocation of ticket-sale revenue between the Event Planner and the benefited member-charity, or member-charities, must be inputted to StayClassy via web-form before ticket sales for a given event will begin. The platform for inputting this information will become self-evident when the Event Planner attempts to publish an event on the Stayclassy.org website. The website will not allow the Event Planner to publish the event unless the ticket revenue breakdown has been inputted and the benefited member-charity has, or the benefited member-charities have, authorized the ticket sales to go forward at the inputted rate of distribution. Once the ticket sale revenue distribution has been inputted and ratified IT CANNOT BE CHANGED. ↑ Back to Top ↑
StayClassy’s Non-involvement with Event Planner’s Separate Agreement(s) - Though this Agreement mandates that a minimum amount of two dollars per ticket sale be directed to at least one StayClassy member-charity and that the information concerning allocation of revenue from ticket sales be inputted to Stayclassy.org prior to ticket sales beginning, StayClassy is NOT a party to the separate agreement or agreements, between the Event Planner and the specific benefited member-charity or member-charities, which will determine the ticket price breakdown and, potentially, other matters relating to the underlying event. StayClassy requires that at least one member-charity benefit from event ticket sales, because support of philanthropic organizations is an integral part of the StayClassy mission. StayClassy requires the percentage allocation of ticket sale revenue (between the Event Planner and the benefited member-charity or member-charities) be inputted because this information is necessary for the processing of event ticket sales. While this Agreement therefore (1) presupposes that Event Planner will reach a separate agreement or agreements with a given member-charity, or multiple member charities, prior to hosting an event, and (2) deals with information derived from that separate agreement or agreements (e.g. the ticket price breakdown), StayClassy in no way injects itself into that separate agreement or agreements. That separate agreement or agreements exists only between the Event Planner and the member-charity, or member-charities, the Event Planner chooses to benefit through allocation of ticket revenue. All disputes arising between the Event Planner and the benefited member-charity, or member-charities, whether concerning ticket revenue distribution or any other matter governed by the above-mentioned separate agreement or agreements, will be resolved between the parties to that separate agreement or agreements. Event Planner will not pursue legal claims against StayClassy or seek to join, or otherwise involve StayClassy with, legal claims that derive from an ostensible breach of a separate agreement or agreements between the Event Planner and the benefited member-charity or member-charities. ↑ Back to Top ↑
Stayclassy.org Website as Conduit for Private Agreements - As mentioned directly above, the agreement or agreements between the Event Planner and the benefited StayClassy member-charity, or member-charities, which establish the ticket revenue allocation and, potentially, other particulars concerning the administration of the actual real-world event, are private arrangements between only those parties; they do not involve StayClassy. Even if the terms of the separate agreement or agreements between the Event Planner and the benefited member-charity, or member-charities, are substantially communicated and/or agreed upon through the Stayclassy.org website, StayClassy will not be considered a party to such agreement or agreements in any way whatsoever. In this sense, StayClassy functions as a mere conduit, like the owner of an “online building” who leases out the premises; we allow parties to access our building, provide them with the pen and paper needed to record elements of potential agreements, and allow them to reach such agreements while present on the premises. At the end of the day, however, any agreement made between the parties we’ve introduced (presumably one concerning a prospective event and the ticket revenue allocation from that event) is only a legal arrangement between those parties and does not involve StayClassy. Again, Event Planner agrees not to bring legal claims against StayClassy or seek to join, or otherwise involve StayClassy with, legal actions that derive from an ostensible breach of a separate agreement or agreements reached between the Event Planner and the benefited member-charity or member-charities. ↑ Back to Top ↑
Ticket Revenue Distribution Disputes - Event Planner acknowledges that the ratified numbers inputted to Stayclassy.org for ticket revenue distribution will definitively govern the ticket revenue payments made to Event Planner and the benefited member-charity, or member charities, by StayClassy; this will be so even if there is a dispute about this figure. In the event of such a dispute over ticket revenue allocation, Event Planner agrees that any legal action pursued to resolve the dispute will be brought directly against the member-charity or member-charities at issue, and not against StayClassy itself. Even if StayClassy has been explicitly made aware of a dispute over ticket revenue allocation, when making payments, StayClassy is entitled to rely upon, with total impunity, the ticket pricing information previously inputted by Event Planner and previously authorized by the benefited member-charity, or member charities. Once the funds for ticket sales from a given event have been received by Event Planner and the benefited member-charity or member-charities, the Event Planner may seek to recoup the contested portion of the ticket-revenue directly from the benefited member-charity or member-charities in accordance with the terms of the separate agreement or agreements between those parties. ↑ Back to Top ↑
Payments to StayClassy for Ticket Sale Transactions - Where event tickets cost twenty U.S. dollars or less, for each event ticket sold, the Event Planner will be charged a transaction fee of one U.S. dollar by StayClassy. Where event tickets cost more than twenty U.S. dollars, for each event ticket sold, the Event Planner will be charged a transaction fee equaling 2.0% + $0.99 of the total ticket price.
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Payments to StayClassy for Charity Payments from Ticket Revenue - The portion of each separate ticket sale earmarked to go to a member charity, or multiple member charities, will be charged a donation fee. If more than one member-charity is benefited, separate donation fees will be charged for each member-charity benefited. Any such donation fee, or fees, will be applied only to the charity payment portion of each ticket sold. This donation fee is different and separate from the above-described transaction fee. The donation fee is one dollar for charity payments of twenty U.S. dollars or less, or 2.0% + $0.99 of the total payment amount for charity payments over twenty U.S. dollars. This means that if the Event Planner is a member-charity and all or part of the ticket sale revenue will go to the Event Planner’s charitable organization, then the above donation charge will be applied to each ticket sale in addition to the separate transaction fee detailed in the term immediately preceding this one. By way of example only, if the Event Planner is a member-charity hosting an event solely for its own benefit and the Event Planner charges twenty dollars per ticket, then a one dollar transaction fee would be applied for each ticket sold and a subsequent one dollar donation charge would be applied to all ticket sale funds destined for the Event Planner’s organization. In our example case, the Event Planner would be charged a one dollar transaction fee for each twenty dollar ticket sold. This would leave nineteen dollars of the ticket sale revenue to remit to the Event Planner’s charitable organization; a subsequent one dollar donation charge would be applied to the nineteen dollars destined for Event Planner’s organization, leaving a total net donation of eighteen dollars. ↑ Back to Top ↑
Timing of Payments - The above-detailed payments to StayClassy, the Event Planner, and the benefited member-charity (or member-charities) will be made on a rolling basis as each ticket sale is processed. ↑ Back to Top ↑
Ticket Sale Refunds - It is the sole responsibility of the Event Planner to address and rectify all consumer requests for ticket sale refunds. Event Planner expressly agrees to indemnify StayClassy against any and all third party claims for reimbursement of funds for ticket sales. StayClassy’s sole function, in connection with this Agreement, is to facilitate Event Planner’s ability to host and promote Event Planner’s own offline events. StayClassy does this by providing Event Planner with access to the StayClassy Event Planning Services. The central component of the Event Planning Services is StayClassy’s online event ticketing software. Though StayClassy allows the Event Planner to make use of this ticketing service and StayClassy processes the payments in connection with this ticketing service, StayClassy is not, by virtue of this Agreement or any other agreement, a sponsor of, or the actual host of, any events thrown by Event Planner with the help of the StayClassy Event Planning Services. Thus all refund claims rest squarely with the party in charge of, and responsible for, the actual underlying event or events, the Event Planner. Furthermore, because payments are made on a rolling basis, the Event Planner will only receive that portion of the total ticket price Event Planner is due after the applicable StayClassy service fees have been levied and the portion of the ticket sale destined for a StayClassy member-charity (or member-charities) has been dispersed. Event Planner should take note of this fact when planning an event refund policy. All payments made in connection with services rendered by StayClassy (e.g. for ticket sale processing) are non-refundable. Whether or not the Event Planner may recoup that portion of the ticket price earmarked for charitable contribution, in order to apply that money to a refund claim, will depend upon the Event Planner’s separate agreement or agreements with the member-charity or member-charities to be benefited. This particular matter does not involve StayClassy.
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3. PROVISIONS CONCERNING EVENT PLANNER’S CONDUCT
Intellectual Property Rights - Event Planner will not violate the intellectual property rights of others through its use of the StayClassy Event Planning Services and the events portions of the Stayclassy.org website. Intellectual property rights include, but are not limited to, copyrights, patents, trademarks, and other forms of confidential or proprietary information, such as trade secrets. Event Planner represents and warrants that Event Planner has legal authority (whether because the content is the Event Planner’s own property or because the Event Planner holds a valid license to use such property) to post any and all content Event Planner chooses to upload to the Stayclassy.org website through Event Planner’s use of the StayClassy Event Planning Services. By posting or uploading content to the Stayclassy.org website, Event Planner grants StayClassy a non-exclusive license to reproduce, display, and modify (create derivative works from) such content for use in connection with the normal operation of the Stayclassy.org website. Such use may include the display or reproduction of Event Planner’s content by StayClassy affiliates or partners. By entering into this Agreement and posting content to the Stayclassy.org website, Event Planner represents and warrants that Event Planner has valid legal authority to grant the above-described license to StayClassy. Nothing in this provision should be interpreted to contradict StayClassy’s privacy policy, which governs the use of members’ personal information (e-mail address, and credit card information). Personal information will be protected under the terms of the separate StayClassy privacy policy. ↑ Back to Top ↑
Viruses and Other Malicious Forms of Code - Event Planner will not upload viruses or other malicious forms of computer code (so called “malware”) to the Stayclassy.org website in connection with Event Planner’s use of the Event Planning Services. Event Planner will not use the Event Planning Services and the Stayclassy.org website as a platform for distributing viruses or other malicious forms of computer code to others (e.g. by using the communication tools provided to members of Stayclassy.org). Event Planner agrees not to engage in any behavior intended to disrupt the flow of traffic to the Stayclassy.org website, prohibit the Stayclassy.org website from being accessible to online browsers, or otherwise interfere with the normal operations of the Stayclassy.org website. Additionally, the Event Planner agrees not to use any form of software intended to track, monitor, or gather information on any Stayclassy.org member’s online behavior. Event Planner further agrees not to use any automated processes in connection with Event Planner’s use of the Event Planning Services portions of the Stayclassy.org website (except those automated processes provided by StayClassy itself). By way of illustration only, “automated processes” include computer code meant to generate repeated messages to be distributed through the Stayclassy.org member network (“spamming”). ↑ Back to Top ↑
Restriction on Abusive Behavior - Event Planner will not use the Event Planning Services and the Stayclassy.org website as a platform for harassing or engaging in abusive behavior towards other members of the Stayclassy.org website or members of the general public. While “abusive behavior” towards another is, to some extent, incapable of precise definition it at least includes (but is not limited to): (1) excessive or improper use of profanity (e.g. posting profanity in a charity profile as opposed to using such language in a private member to member communication), (2) repeated attempts to contact or badger another Stayclassy.org member when that member has expressed his/her desire not to be contacted, (3) any use of racial, ethnic, or religious slurs. In addition to these illustrations of “abusive behavior,” this phrase also includes any act or course of conduct that would offend or upset a reasonable person and is inconsistent with StayClassy’s goal of maintaining a mature and respectful online community. On this score, some ambiguity must be tolerated; commonsense should guide the endeavor of determining precisely what is or is not “abusive.” If, in good faith, StayClassy believes the Event Planner is engaged in “abusive behavior,” StayClassy may terminate the Event Planner’s access to the Stayclassy.org website. ↑ Back to Top ↑
Restriction on Illicit/Illegal Behavior - Event Planner represents and warrants that Event Planner will NEVER use the Event Planning Services or the Stayclassy.org website to engage in any activity that violates the law, including (but not limited to) all criminal and tortious behavior. Event Planner further agrees that Event Planner will never use the Event Planning Services or the Stayclassy.org website to violate or interfere with the contractual rights of others; Event Planner will, at all times, use the Event Planning Services and the Stayclassy.org website in a manner fully consistent with respect for the legal rights of all other persons and parties. ↑ Back to Top ↑
Truthful and Accurate Information - Event Planner represents and warrants that all content Event Planner posts or uploads to the Stayclassy.org website is truthful and accurate. Event Planner will not use the Stayclassy.org website as a platform for making defamatory statements about others. Because the Stayclassy.org website is intimately tied to the exploration of important social issues Event Planner is encouraged to freely express Event Planner’s opinions and beliefs concerning these matters provided that Event Planner does not contravene the above-stated restrictions on abusive/illicit behavior. ↑ Back to Top ↑
Restriction on User Generated Content - StayClassy reserves the right to delete or block publication of any content Event Planner attempts to post or upload to the Stayclassy.org website for any or no reason. Event Planner is solely responsible for any content posted to the Stayclassy.org website and for any information or material shared with other members of the Stayclassy.org website. In addition to comporting with all the other restrictions laid out in this Agreement, all content that Event Planner posts or uploads to the Stayclassy.org website MUST NOT INCLUDE: (1) pornography or nudity of any kind, (2) private information about third parties that Event Planner has not obtained consent to share, or (3) violence or other gratuitous or offensive conduct (as determined by commonsense and basic moral judgment). StayClassy assumes no responsibility to monitor the material Event Planner chooses to post or upload to the Stayclassy.org website or the information Event Planner shares with the site’s members or other third parties. StayClassy’s removal, or decision not to post, certain content submitted by Event Planner DOES NOT constitute tacit assent by StayClassy to generally monitor Event Planner’s posted content. Event Planner should exercise caution at all times and endeavor to make sure that any such material or information complies with all the terms of this Agreement and is in keeping with the culture of the respectful and tolerant online community which StayClassy strives to maintain. ↑ Back to Top ↑
4. ADDITIONAL LIABILITY PROVISIONS AND ALLOCATION OF RISK
Indemnification - The Event Planner agrees to indemnify and hold harmless StayClassy, its successors or assigns, and all StayClassy’s officers, directors, employees, agents, independent contractors, and all StayClassy affiliates (as well as such affiliates’ successors or assigns, and such affiliates’ officers, directors, employees, agents, and independent contractors) for all costs (including attorney’s fees) from third party claims arising out of the Event Planner’s breach of this Agreement. ↑ Back to Top ↑
General Waiver of Warranties - StayClassy disclaims all warranties, express or implied, concerning the StayClassy Event Planning Services and all event related portions of the Stayclassy.org website, its content, and related services, to the fullest extent allowed by law (which may vary by jurisdiction). This waiver includes, but is not limited to, all warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy of information. The Event Planner accepts the StayClassy Event Planning Services and all event related portions of the Stayclassy.org website as well as all related content, tools, and services “AS IS” and “WITH ALL FAULTS.”
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Waiver of Warranties for Goods - Courts have sometimes construed software purchases as purchases of goods. This Agreement does not envision the delivery of any tangible good to the Event Planner; it includes payment provisions for transaction-related services and not for the acquisition of any particular good. If a Court adjudicating a dispute under this Agreement is not disposed to treat this Agreement as a purchase of goods situation, then this term should be ignored. Out of an abundance of caution, however, to the extent that any of the web content, software, related services, or products that Event Planner gains access to as a result of entering into this Agreement may be construed as “goods” falling under the purview of the Uniform Commercial Code (as enacted by the various States), StayClassy hereby disclaims all warranties that may cover such goods including, but not limited to, all warranties of MERCHANTABILITY and warranties of FITNESS FOR A PARTICULAR PURPOSE. The seller (StayClassy) undertakes no responsibility for the quality of the goods except as otherwise provided in this contract. The seller (StayClassy) assumes no responsibility that the goods will be fit for any particular purpose for which you may be buying these goods, except as otherwise provided in the contract. Above all, Event Planner accepts the StayClassy Event Planning Services and all event related portions of the Stayclassy.org website as well as all related content and services “AS IS” and “WITH ALL FAULTS.” ↑ Back to Top ↑
Potential Service Interruptions and Technological Problems - StayClassy wishes to provide a quality service for all its members. StayClassy cannot, however, warrant that Event Planner’s use of the Event Planning Services will be uninterrupted or free from technological problems. Interruptions of indeterminable length may occur for a number of different reasons; to some extent this risk is inherent in the nature of an online, technology-laden, business. Event Planner acknowledges this fact and accepts all risk that may result from an interruption in service or any other technological problem. In no circumstance will Event Planner pursue an action against StayClassy for damages, including lost revenue, occasioned by an interruption in service or other technological problem (See also: term below titled No Special or Consequential Damages). Event Planner should make appropriate alternative plans to safeguard Event Planner’s business, and underlying scheduled events, against any potential hazards that might be posed by such contingencies. StayClassy, of course, has a vested interest in providing a reliable service to Event Planner and its other members and StayClassy will endeavor to do so.
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No Guarantee Against Technological Threats - Recognizing the near impossibility of policing a large, dynamic, and interactive online social networking environment for all possible technological threats, StayClassy wishes to make clear to the Event Planner that it neither represents nor warrants that the additional portions of the Stayclassy.org website Event Planner will gain access to by entering into this Agreement are free from bugs, viruses, or other malicious forms of computer code. StayClassy wants to provide a safe and secure environment for all its members, but it is important that the Event Planner recognize that StayClassy cannot guarantee that the Event Planner will not be exposed to technological risks while using the Event Planning Services and the event related portions of the Stayclassy.org website. Such technological threats might do damage to the Event Planner’s computer system or broader network. By entering into this Agreement the Event Planner acknowledges the presence of such risk and assumes all responsibility for any harm that might befall the Event Planner as the result of such risk. ↑ Back to Top ↑
Reliance on Others’ Statements - StayClassy does not endorse, represent or warrant the truth or accuracy of any statements or representations made by the Event Planner, other members of the Stayclassy.org website, or other third parties on the Stayclassy.org website. The views expressed by such parties are not necessarily those endorsed by StayClassy and should not be taken as such. Employees or other agents of StayClassy may also be members of the Stayclassy.org website. All statements made by such persons should be taken as expressions of personal views and not the views of StayClassy. When StayClassy wishes to communicate with its members, it will do so using a “StayClassy Team” message. The Event Planner bears all responsibility for any reliance the Event Planner places on statements or representations made by other parties, including StayClassy itself, appearing on the Stayclassy.org website. ↑ Back to Top ↑
No Warranty of Accuracy of Information - StayClassy makes no warranty as to the accuracy of any and all information collected for, and/or displayed to, the Event Planner in connection with use of the StayClassy Event Planning Services (e.g. various analytics, sales tracking information, etc.). Event Planner acknowledges that while this information and all related graphics are useful as a general guide for informing Event Planner’s various decisions, they are not intended to be guaranteed as accurate or authoritatively relied upon. Event Planner assumes all risk for reliance placed on this information. As technological errors, and other mishaps, can and do happen from time to time, StayClassy urges the Event Planner to take any alternative precautions Event Planner might deem prudent to safeguard against the threat posed by such occurrences. ↑ Back to Top ↑
Interaction with Other Members and Third Parties: Right to Intervene - The Event Planner alone is responsible for Event Planner’s interactions (both online and offline) with other members of the Stayclassy.org website and other third parties on the Stayclassy.org website. As such, StayClassy has no obligation to become involved in any legal disputes between the Event Planner and other members of the Stayclassy.org website or other third parties appearing on the Stayclassy.org website, even if such legal claims arise out of, or relate to, the parties’ use of the Event Planning Services and/or the broader Stayclassy.org website. Event Planner will not seek to join StayClassy to, or otherwise involve StayClassy with, any such claims. StayClassy does, however, reserve the right to involve itself in such a dispute if it so chooses. ↑ Back to Top ↑
Interaction with Other Members and Third Parties: Liability Release - StayClassy urges the Event Planner to be cautious and use good judgment at all times when interacting with others through the Stayclassy.org website. StayClassy does not perform background checks or any other evaluations of its members; it is the Event Planner’s sole responsibility to manage the Event Planner’s interaction with other members of the Stayclassy.org website and other third parties appearing on, or reached through, the Stayclassy.org website. Because the Event Planner assumes sole responsibility for all of the Event Planner’s interactions with other Stayclassy.org members and all other third parties on the Stayclassy.org website, Event Planner agrees to release StayClassy from ALL liability that may arise out of, or relate to, the Event Planner’s interaction with other Stayclassy.org members or other third parties on the Stayclassy.org website. The term “interaction” is meant to be interpreted expansively. For purposes of illustration only, “interaction” is meant to include (but not be limited too): (1) direct communication between parties through the Stayclassy.org website, (2) all in-person meetings between parties coordinated through, or facilitated by, the Stayclassy.org website (for more specifics on event liability see term below titled No Responsibility for Underlying Events), (3) exchange of pictures, files or other computer code through the Stayclassy.org website, (4) clicking on third party links placed on the Stayclassy.org website (whether authorized by StayClassy, posted by a member of Stayclassy.org, or posted by some other third party) and all subsequent activity and transactions conducted on such a third party’s website and, (5) sharing of information, through the Event Planner’s profile or other facets of the Stayclassy.org website, with other members of the Stayclassy.org website or other third parties, whether such information is intended to be viewed by a particular third party or not. In circumstances where the Event Planner’s interaction with other Stayclassy.org members or other third parties on the Stayclassy.org website results in some kind of harm to the Event Planner or the Event Planner’s property, including death or personal injury, the Event Planner agrees that StayClassy will bear no responsibility and that any and all legal claims will be pursued directly against the allegedly offending Stayclassy.org member or other third party and not against StayClassy itself. Above all, StayClassy wishes to impress upon the Event Planner that it cannot control or monitor the behavior of the many Stayclassy.org members or other third parties using the Stayclassy.org website and so assumes absolutely no responsibility for the consequences, foreseeable or otherwise, of such persons’ behavior. ↑ Back to Top ↑
No Responsibility for Underlying Events - StayClassy’s interaction with the Event Planner is limited to providing the Event Planning Services in order to facilitate the Event Planner’s ability to host the Event Planner’s own offline events. StayClassy does not sponsor, or actually host, any events Event Planner chooses to host in connection with Event Planner’s use of the StayClassy Event Planning Services. As such, StayClassy assumes absolutely no responsibility for any liability related to the underlying event itself. The Event Planner acknowledges that StayClassy bears no responsibility for the actual event and expressly releases StayClassy from any and all liability related to the underlying event. “Liability related to the underlying event” is a phrase meant to be construed broadly. It includes, but is not limited to (1) all tort claims arising from actions or omissions occurring during planning for, or setup of, the underlying event; as well as all tort claims arising from actions or omissions occurring during the event itself or during post-event operations (such as dismantling or cleanup operations) (2) all contract claims arising in connection with the underlying event (other than a contract claim by the Event Planner against StayClassy for breach of this Agreement); for example, all contract claims by subcontractors of the Event Planner who are responsible for various components of the underlying event, (3) all criminal claims connected with the underlying event, (4) all other behavior which relates to the underlying event that gives rise to a legal claim against the Event Planner, an agent or subcontractor of the Event Planner, an attendee of the event, or any other party involved in any phase of the actual physical event. The liability concerns related to the event should be dealt with by the parties who are responsible for the administration of the actual physical event, the Event Planner, its agents and subcontractors, and, potentially, the member-charity or member-charities who are to be benefited by the event. Insurance for the event and all other such liability matters are the express responsibility of the Event Planner. Such matters may also be the contractual concern of the benefited member-charity or member-charities; this will depend upon the terms of the separate agreement or agreements between the Event Planner and the member-charity, or member-charities, which deal with logistics and other particulars governing the administration of the actual real-world event. StayClassy is not a party to any such agreement or agreements, and given the limited scope of StayClassy’s involvement, bears absolutely no responsibility for these matters (See also: terms above titled StayClassy’s Non-involvement with Event Planner’s Separate Agreement(s) and Stayclassy.org Website as Conduit for Private Agreements).
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Legitimacy of Charitable Organizations - StayClassy does not independently verify the legitimacy of each non-profit it services. Instead, StayClassy relies upon a charity database provided by Guidestar Inc. To familiarize yourself with Guidestar Inc. and the services it provides please click here. Apart from the assurance that all StayClassy member-charities are part of the Guidestar database, StayClassy neither warrants nor represents anything about the legitimacy of the charities reachable through the Stayclassy.org website. StayClassy encourages the Event Planner to perform added due diligence, if the Event Planner feels so inclined, before donating to, or raising funds on behalf of, a charity reachable through the Stayclassy.org website. Of course, if the Event Planner discovers a problem with a charity reachable through the Stayclassy.org website StayClassy would greatly appreciate the Event Planner’s feedback (please contact StayClassy at info@stayclassy.org). ↑ Back to Top ↑
No Special or Consequential Damages - StayClassy will not be liable to the Event Planner for any consequential, special, indirect or incidental damages (including lost profits) arising out of or in connection with breach of this Agreement or of the Event Planner’s use of the StayClassy Event Planning Services or the event related portions of the Stayclassy.org website. This limitation will apply even if StayClassy has been expressly notified of the possibility of such damages. If applicable law does not allow for the exclusion of the damages enumerated directly above, then StayClassy’s liability will be limited to the fullest extent permitted by applicable law. ↑ Back to Top ↑
Liquidated Damages - StayClassy’s aggregate liability for breach of this Agreement shall not exceed the greater of one hundred U.S. dollars or the total amount the Event Planner has paid to StayClassy in the year preceding the date of the claimed breach. If applicable law does not allow for this limitation of damages, then StayClassy’s liability will be limited to the fullest extent permitted by applicable law.
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5. THE LAW AND LOCATION FOR POTENTIAL DISPUTES
Choice of Law - StayClassy and the Event Planner agree that any dispute arising from, or in connection with, this Agreement or Event Planner’s use of the Event Planning Services portions of the Stayclassy.org website shall be governed by the laws of the state of California without regard to its choice of law provisions. ↑ Back to Top ↑
Jurisdiction and Venue - The Event Planner and StayClassy agree that ANY AND ALL disputes arising from, or in connection with, this Agreement or the Event Planner’s use of the Event Planning Services portions of the Stayclassy.org website will be brought in a state or federal court located in San Diego County, California. The Event Planner expressly submits to the personal jurisdiction of the courts of San Diego County, California for the purposes of litigating all such claims. For purposes of jurisdiction and venue, StayClassy and the Event Planner agree that this contract, though entered into over the internet, is to be taken as having been executed in San Diego County, California. ↑ Back to Top ↑
6. BREACH OF THIS AGREEMENT
Termination of Event Planner’s Membership - If, at any time, StayClassy, in good faith, believes that the Event Planner has breached the letter or spirit of any of the terms of this Agreement, StayClassy may terminate the Event Planner’s access to the Stayclassy.org website. StayClassy will attempt to notify the Event Planner using the e-mail address provided by the Event Planner while registering for the Stayclassy.org website. If the Event Planner wishes to address StayClassy’s decision, the Event Planner may reach StayClassy at info@stayclassy.org. All disputes under this Agreement not capable of private resolution between the parties may be pursued in a court of competent jurisdiction (in accordance with the terms located in Section Five of this Agreement). ↑ Back to Top ↑
Attorneys’ Fees and Costs - If a dispute under this Agreement needs to be adjudicated in a court of law, then the prevailing party to the litigation shall be entitled to recover all costs incurred as a result of the litigation, including reasonable attorneys’ fees, from the party who suffers the adverse judgment. ↑ Back to Top ↑
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