Professional Terms of Use

Effective Date December 1, 2015

Agreement to Terms

Agreement to Terms. This terms of use agreement (“Terms”) constitutes a legally binding contract between PartySlate, Inc., a Delaware Corporation, and our affiliates (collectively, “PartySlate,” “we,” “us”), and you, with respect to your use of all properties (Web, mobile or otherwise) owned or operated by PartySlate (collectively, the “Properties”), and all products and services available from PartySlate or other third parties to Pros (as defined below) in connection with the Properties (individually and collectively with the Properties, the “Services”). By using the Services, you acknowledge that you have read, understood, and agree to be bound by, the Terms and our Privacy Policy. If you do not agree to the Terms, please do not use the Services.

Please note that these Terms include a class action waiver, a disclaimer of warranties, a disclaimer of liability, as well as a release and indemnification by you.

Changes to Terms. Any changes to the Terms will be effective immediately upon posting. Please review the Terms each time you use the Services as your continued use of the Services after such changes will constitute acceptance of, and agreement to, such changes. You further waive any right you may have to receive specific notice of such changes.

Consent. You affirm that you are at least 18 years of age and are fully able and competent to enter into, and comply with, these Terms. If you are accessing and using the Services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. In that situation, “you” and “your” will refer to both you and that entity.

Our Privacy Policy. Our Privacy Policy, which describes how we collect and use information from our users, is available at the link titled “Privacy Policy” on our homepage and other locations within the Services.

Our Services

Services We Provide. PartySlate connects party hosts and other third parties (individually, “User,” collectively, “Users”) and service providers of all types (individually, a “Pro,” “you,” or “your,” and collectively, “Pros”). We help Users and others discover inspiring photos, learn about new trends and select a Pro based what matters most to them.

No Endorsement. PartySlate does not sponsor, endorse, recommend or approve of any Pro who offers products or services through the Services. Reference to any products, services or other information by trademark, manufacturer, supplier or otherwise does not constitute or imply an endorsement, sponsorship or recommendation by us. All non-PartySlate trademarks, product names and logos appearing on our Services are property of their respective owners.

Third Party Materials. The Services may contain links to third party websites, advertisements, services, offers, activities or other content (collectively, “Third Party Materials”). These Third Party Materials are not owned or controlled by PartySlate. These Third Party Materials are provided for your reference and convenience only, and do not imply any endorsement, sponsorship or recommendation by PartySlate.

Permissible Use and PartySlate Intellectual Property

Grant of Limited License. As a Pro acting in your professional capacity, we hereby grant you a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Services for the purpose of providing information, products and services as contemplated by the Services.

PartySlate Services are Protected. The Services, including all material and information, and the selection, arrangement and composition of such information (“Materials”) are proprietary property of PartySlate, its suppliers, and licensors and are protected by United States and international intellectual property laws, including trademark and copyright laws. You agree not to remove, alter or obscure any copyright, trademark or proprietary rights notice incorporated in or accompanying the Services. Except for the limited license explicitly granted to you under these Terms, no other license is granted to you, whether by implication, estoppel or otherwise and all rights are explicitly reserved.

No Reverse Engineering. You may not reverse engineer, decompile or disassemble the Services (except to the extent specifically permitted by applicable law).

No Automated Queries. You may not use automated web queries (including, without limitation, screen and database scraping, spiders, robots, crawlers and any other automated activity in connection with the Services); provided, however, that general purpose Internet search engines and non-commercial public archives that use tools to gather information for the sole purpose of displaying hyperlinks to the Services are granted a limited exception from the foregoing exclusion, provided that they do so from a stable IP address or range of IP addresses using an easily-identifiable agent.

No Improper Uses. You may not frame any part of our Services. You may not use, or attempt to use, the Services through any means not explicitly and intentionally made available, provided or intended with respect to the Services. You may not harvest information about users of the Services for any purpose. You may not use the Services in any manner that could damage, disable, overburden, or impair the Services or that harms PartySlate, its service providers, suppliers or any other person.

User Submissions

Accurate Information. You agree to promptly complete your profile in connection with the Services and to provide us with such additional information as we reasonably request of Pros. In addition, you agree to provide accurate, complete and up to date information in connection with the Services and to update such information and to keep it accurate, complete and up to date at all times. At a place on your website determined by you, you agree to link to your PartySlate profile with the following text “Review my parties and endorsements on PartySlate.” You agree you won’t disclose your password to anyone and you’ll notify us immediately of any unauthorized use of your account. You are responsible for all activities that occur in your account, whether or not you know about them.

You Are Responsible for User Submissions. The Services may permit you and other users to submit text, photos, videos, measurements, comments, reviews, feedback, notes, ideas, know-how, techniques, data or information of any nature whatsoever (individually and collectively, “User Submissions”). You shall be solely responsible for your own User Submissions and the consequences of submitting them. In addition, You agree that PartySlate may obtain information relating to your or your business (“Pro Data”).

License to User Submissions. With respect to both User Submissions and Pro Data, you grant PartySlate a worldwide, non-exclusive, royalty-free, fully paid, perpetual, irrevocable, and fully sub-licenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, publish, broadcast, publicly perform, make, use, import, offer to sell, sell, and otherwise transfer and exploit all copyrights, inventions, and other intellectual property rights in the User Submissions and Pro Data in all media. We will not pay you or otherwise compensate you for User Submissions or Pro Data.

Do Not Post Illegal or Harmful Content. You agree that you are the exclusive owner of all rights in the User Submissions and such rights have not been assigned or encumbered. You agree not to post, submit or link to any User Submissions or material that infringes, misappropriates or violates the rights of any third party (including intellectual property rights), or that is in violation of any federal, state or local law, rule or regulation. Additionally, you agree not to post, submit or link to any User Submissions or material that is deceptive, fraudulent, threatening, harassing, defamatory, obscene or otherwise objectionable as determined by PartySlate.

Do Not Post Improper Content. You agree not to post, submit or link to any User Submissions or material that (i) directly or indirectly directs persons to another online or offline location that provides products or services similar to the Services; (ii) involves unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; or (iii) facilitates gambling, gaming, raffles, lotteries, sweepstakes, and/or any other activity featuring the award of a prize.

Review of User Submissions. We do not approve, control or endorse your or anyone else’s User Submissions and have no obligation to do so. However, we reserve the right (but assume no obligation) to remove or modify User Submissions for any reason, at our sole discretion.

Representations, Warranties and Covenants

Licenses and Obligations. You agree that you will solicit, accept and perform work only if you possess the qualifications, experience and skill necessary to complete such work, and you will complete such work with the degree of skill and care that is required by current good and sound professional procedures and practices in accordance with applicable industry standards. You also agree that you have (and will continue to maintain) current valid licenses and authorizations required by all applicable authorities for any work you solicit, accept or perform.

Further Pro Obligations. You agree to comply with PartySlate’s informational requests from time to time in connection with the Services, including providing information to be used by PartySlate to assess certain matters via third party service providers, such as, background checks, credit checks and evaluation of character and general reputation.

Taxes. You agree to be properly registered to collect sales and other taxes, duties, and other governmental assessments in connection with the Services (“Taxes”), and will collect, withhold, remit and report all Taxes. You agree that you and not PartySlate are solely responsible for all matters related to Taxes.

Updated Information. You agree to immediately notify us if: (i) any information you have provided to PartySlate, or any relevant information about You, has changed, (ii) a User has notified you that they have a complaint with you or any products or services provided by you, (iii) you have received notice of any complaint, investigation, fine or adverse action taken by a governmental authority with respect to your professional license, or (iv) you have been notified of any termination, suspension, or lapse of any professional license, insurance or bonding.

Information Regarding Users. PartySlate may provide you with personal information relating to individuals that are seeking products or services from you. You may not rent, sell or otherwise provide this information to others. You may not use, or attempt to use, this information in a manner that would violate these Terms or for any purpose not explicitly intended by PartySlate.

PartySlate Use and Restrictions. PartySlate will not display the address of parties you provide nor precisely pinpoint the party location on a map to all Users, provided that PartySlate and its licensees may display the address and other User Submissions associated with a given party to a limited audience, including the party host and other third parties. When you include an email address of a past customer in your party information, we may reach out to that person asking for reviews and recommendations of you and inviting them to create an account on PartySlate.

Quality Control. You understand that PartySlate representatives or other parties may access your Pro account and usage information and may review and use such account and usage information as it deems appropriate, including as reasonably needed to investigate complaints, to provide services to you, and to verify information you have provided.

Telephone Calls. From time to time, when you call us, when we call you, or when we forward calls between Users and Pros, we may record those calls for quality assurance and customer satisfaction purposes. In those jurisdictions where consent is required for a party to record a telephone call, you consent to us recording such calls.

Phone Number. You are aware and agree that the telephone number listed for your business in connection with the Services may be a call forwarding number utilized by PartySlate that is different than your personal or business phone number. This number is utilized by PartySlate to improve its products and services and to improve its service to Pros.

Confidentiality. If you receive confidential information of PartySlate, until such information is no longer confidential, you agree not to disclose it to any third party nor use such information, except as necessary to perform your obligations contemplated by our relationship. Confidential information includes but is not limited to information concerning fees, marketing plans, financial results, pricing schedules, product lines, product plans, proprietary technology, research information, practices, trade secrets, and any and all other information as deemed confidential by PartySlate which is not generally known to the public.

Independent Contractor. You acknowledge that you are an independent contractor and no agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms or any relationship between us and you have no power or authority to make any commitments on behalf of PartySlate. You shall be solely responsible for the supervision, direction and control, compensation, benefits and withholdings of all of your employees.

Products for Professionals

PartySlate may make Services available to you (i) with a recurring financial obligation on a monthly or other time period basis (“Subscription Service(s)”) and/or (ii) with a financial obligation related to products or services provided by you to Users (“Job(s)”) (“Transaction Product(s)”). Subscription Services and Transaction Products are collectively referred to as “Pro Products.”

Subscription Services

Subscription Services; No Guarantee. PartySlate and Pro may agree to the term, fees and other terms of a Subscription Service in as outlined in the applicable contract (“Subscription Contract”). “Subscription Term” means the period of time that Customer may use and access the Subscription Service as outlined in the Subscription Contract, beginning on the “Effective Date” as set forth in the Subscription Contract.

Pro agrees and acknowledges that PartySlate cannot and does not guarantee the results of any Subscription Service, including the exposure you will receive as part of the Services or the number or quality of potential customers that will contact you. However, Pro also understands and acknowledges that the amount and quality of Pro’s information (including, the amount and quality of profile data, party activity and endorsements) will benefit Pro’s exposure within the Services and Pro agrees to immediately complete a profile upon signing up for the Subscription Service and to populate such profile with as much information as possible.

Term. The “Initial Subscription Term” of a Subscription Service begins on the first day the Subscription Service is made available to Pro and continues for the length of time specified in the Subscription Contract. After the Initial Subscription Term, if a Subscription Service has not been terminated, it will automatically renew for successive “Renewal Subscription Term” (as defined below) until terminated by Pro. Termination of the Initial Subscription Term or the Renewal Subscription Contract must be in accordance with the termination procedure below.

Payment. Pro authorizes PartySlate to bill Pro’s credit card on the first day of the Initial Term and thereafter during the Initial Term as specified in the Confirmatory Email. For example, if the Confirmatory Email specifies an Initial Term of one year with payment monthly, then Pro’s credit card would be billed the specified monthly amount on the first day of the Initial Term and the same day of every month thereafter during the Initial Term. And, if the Confirmatory Email specifies an Initial Term of one year with prepayment, then Pro’s credit card would be billed the total specified yearly amount on the first day of the Initial Term and Pro would not be billed thereafter during the Initial Term.

In addition, Pro authorizes PartySlate to bill Pro’s credit card on the first day of each Renewal Term in the amount specified in the Subscription Service. For example, if the Confirmatory Email specifies a monthly Renewal Term, then Pro’s credit card would be billed the specified monthly amount on the first day of each month thereafter. And, if the Service Contract specifies a quarterly Renewal Term, then Pro’s credit card would be billed the specified quarterly amount on the first day of each quarter thereafter.

You agree to notify PartySlate of any changes to your credit card information necessary to process your payment. If PartySlate is unable to process the payment, Pro will be responsible for making an alternate payment arrangement and any resulting processing fees that may be incurred. Any prepaid amounts are not refundable, except as specifically described in these Terms.

Late Fees and Billing Issues. Pro agrees to pay a late fee of 1% per month (or the highest rate permitted by applicable law, if less) for any late payments. Pro also agrees to pay reasonable expenses (including collection agency fees and attorney’s fees) incurred by PartySlate in collecting any unpaid amounts. Pro agrees to notify PartySlate of any billing discrepancies or issues within 15 days after they first appear, and if not, Pro agrees that Pro has waived the right to dispute such billing discrepancies or issues.

Termination. To terminate a Premium Product effective as of the last day of the Initial Subscription Term or the last day of the then current Renewal Term, you must notify us at least 30 days prior to such last day by sending an email to support@partyslate.com . A Subscription Service may only be terminated with an effective date on the last day of the Initial Subscription Term or then current Renewal Term (as applicable) and not before such date.

PartySlate may terminate a Subscription Service immediately by providing written notice to you (either by email or letter). If termination is by PartySlate as a result of your material breach of the Terms, you will not be entitled to a refund of any previously paid amount. If termination is by PartySlate for convenience, you will receive a pro rata refund of any prepaid but unused amount with respect to the terminated Subscription Service.

Claims of Copyright Infringement

If you believe that your work has been reproduced in connection with the Services in a manner that constitutes copyright infringement, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing: (i) a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest, (ii) identification of the copyrighted work claimed to have been infringed, (iii) a description of where the material that you claim is infringing is located within the Services, (iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an e-mail address, (v) a signed statement 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 (vi) a signed statement that the information in the notification is accurate, and under penalty of perjury, that you are the copyright owner or you are authorized to act on behalf of the owner.

Notification pursuant to the DMCA should be submitted to:

PartySlate, Inc.
351 W. Hubbard Street, Suite #400
Chicago, IL 60654

Release

YOU AGREE THAT YOU BEAR ALL RISK AND YOU AGREE TO AND DO HEREBY RELEASE PARTYSLATE, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, LICENSORS, LICENSEES AND SUPPLIERS (COLLECTIVELY, THE “PARTYSLATE PARTIES”) FROM ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, NOW AND IN THE FUTURE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES AND YOUR TRANSACTIONS WITH PARTYSLATE, USERS OR OTHER THIRD PARTIES. YOU FURTHER WAIVE ANY AND ALL RIGHTS AND BENEFITS OTHERWISE CONFERRED BY ANY STATUTORY OR NON-STATUTORY LAW OF ANY JURISDICTION THAT WOULD PURPORT TO LIMIT THE SCOPE OF A RELEASE OR WAIVER. YOU WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS WHICH YOU HAVE OR MAY HAVE UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA OR ANY SIMILAR PROVISION OF THE STATUTORY OR NON-STATUTORY LAW OF ANY OTHER JURISDICTION TO THE FULL EXTENT THAT YOU MAY LAWFULLY WAIVE ALL SUCH RIGHTS AND BENEFITS.

Warranty Disclaimer

THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTYSLATE PARTIES DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE IN CONNECTION WITH THE SERVICES AND YOUR TRANSACTIONS WITH PARTYSLATE, USERS OR OTHER THIRD PARTIES, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, SECURITY, ACCURACY, AVAILABILITY, USE OF REASONABLE CARE AND SKILL, AND NON- INFRINGEMENT, AS WELL AS WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, AND COURSE OF PERFORMANCE.

Limitation of Liability

IN NO EVENT SHALL THE PARTYSLATE PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF, BASED ON, OR RESULTING FROM YOUR USE OF THE SERVICES AND YOUR TRANSACTIONS WITH PARTYSLATE, USERS OR OTHER THIRD PARTIES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PARTYSLATE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

IN NO EVENT WILL THE COLLECTIVE LIABLITY OF THE PARTYSLATE PARTIES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICES, AND YOUR TRANSACTIONS WITH PARTYSLATE, USERS OR OTHER THIRD PARTIES EXCEED THE LESSER OF (A) THE AMOUNT YOU HAVE PAID TO PARTYSLATE FOR USE OF THE APPLICABLE SERVICES IN THE PRECEDING TWELVE MONTH PERIOD OR (B) ONE THOUSAND DOLLARS.

Any claims relating to use of the Services must be brought within one (1) year from the date the cause of action arose. Claims brought after such period are VOID.

Indemnification

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE PARTYSLATE PARTIES FROM AND AGAINST ANY CLAIMS, DISPUTES, LOSSES, OBLIGATIONS, DEMANDS, LIABILITIES, EXPENSES, DAMAGES, COSTS, AND ATTORNEY’S FEES DUE TO OR ARISING OUT OF (1) YOUR ACCESS TO OR USE OF THE SERVICES, (2) YOUR TRANSACTIONS WITH PARTYSLATE, USERS OR OTHER THIRD PARTIES, OR (3) YOUR VIOLATION OF ANY OF THESE TERMS. PARTYSLATE RESERVES THE RIGHT, AT ITS OWN COST AND SOLE DISCRETION, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL FULLY COOPERATE WITH PARTYSLATE IN ASSERTING ANY AVAILABLE DEFENSES.

General

Assignment. These Terms, and any rights and licenses granted hereunder, may be transferred or assigned by you only with PartySlate’s prior written consent, but may be assigned by PartySlate without restriction and without notice to you.

Export Control. Software and the transmission of applicable technical data, if any, in connection with the Services may be subject to export controls. You agree to comply with all applicable laws regarding software and the transmission of technical data exported from the United States or the country in which you reside.

Governing Law. You agree that these Terms and the Services shall be governed solely by United States and Illinois law, without regard to conflict of law provisions. Any claim or dispute between you and the PartySlate Parties that arises in whole or in part from the Services, Terms or any relationship between us, shall be decided exclusively by a court of competent jurisdiction located in Cook County, Illinois. You further irrevocably agree to submit to the personal jurisdiction of the courts located within Cook County, Illinois for the purpose of resolving all such claims or disputes.

Class Action Waiver. ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL LEGAL ACTION. YOUR ACCESS AND CONTINUED USE OF THE SERVICES SIGNIFIES YOUR EXPLICIT CONSENT TO THIS WAIVER.

Entire Agreement and Severability. These Terms constitute the entire agreement between you and PartySlate concerning the Services and supersede all prior or contemporaneous communications of any kind between you and PartySlate with respect to the Services. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction, to be invalid, void, or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms, so that these Terms shall remain in full force and effect.

Waiver. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such term or any other term, and PartySlate’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Modification of Services. We reserve the right to modify, restrict access to, or discontinue the Services (or any portion of the Services), temporarily or permanently, with or without notice to you, and are not obligated to support or update the Services. Unless explicitly stated otherwise, any new features that augment or enhance the current Services shall be subject to these Terms.

Termination. We reserve the right, with or without notice, and in our sole discretion, to terminate any license to the Services, in whole or in part, and to block or prevent future access to and use of the Services.

Third Party Beneficiaries. These Terms do not create any right of action on the part of any third party, except for the PartySlate Parties and suppliers or others who are party to written agreements with us explicitly giving them third party beneficiary rights.

Attorney Fees. If the PartySlate Parties take legal action against you as a result of your violation of these Terms, the PartySlate Parties will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to the PartySlate Parties.

Contact Us. If you have questions, please contact us by email at support@partyslate.com or write us at 351 W. Hubbard Street, Suite #400, Chicago, IL 60654.