Limitation of Liability. In no event will We, Our subsidiaries, officers, directors, employees, or shareholders be liable to You for any incidental, consequential, direct or indirect damages (including, but not limited to, damages for deletion, corruption, loss of data, loss of programs, failure to store any information or other content maintained or transmitted by Our services, service interruptions, or for the cost of procurement of substitute services) arising out of or in connection with the BashPros Platform, the BashPros Concierge, the Services or this Agreement (however arising, including any negligence) even if We or Our agents or representatives know or have been advised of the possibility of such damages. We do not screen the Users using the services in any way and make no warranties or guarantees as to the truth, completeness, and accuracy of any and all Vendor representations on the BashPros Platform. As a result, We will not be liable for any damages, direct, indirect, incidental and/or consequential, arising out of the use of the BashPros Platform, the BashPros Concierge, or the Services, including, without limitation, damages arising out of communicating and/or meeting with Vendors in connection with receiving the Services. Such damages include, without limitation, physical damages, bodily injury, death and/or emotional distress and discomfort, as well as any damages arising from or in connection with the particular Services offered by any Vendor or a third party associated therewith. Notwithstanding anything to the contrary contained herein, You expressly acknowledge and agree that our liability, and the liability of Our subsidiaries, officers, directors, employees, shareholders, to You or any third parties in any circumstance is limited to $100. Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to You, some or all of the above disclaimers, exclusions or limitations may not apply to You, and You may have additional rights.
Except in connection with Your use of the BashPros Concierge, BashPros has no responsibility whatsoever for the actions or conduct of Vendors, and BashPros absolutely never has responsibility for You, or Your guests, invitees, licensees, agents, or representatives. Except in connection with Your use of the BashPros Concierge, BashPros has no obligation to intervene in or be involved in any way in disputes that may arise between Vendors, Users, and/or third parties. You hereby expressly agree to accept full responsibility for payment and performance of all Your obligations under these Terms and Conditions, as well as any additional contract or agreement required by any Vendor in connection with the Services, regardless of the outcome of any Services obtained and/or contracted for through the BashPros Platform or the BashPros Concierge. It is the User’s sole responsibility to take reasonable precautions in all actions and interactions with any Vendor/s the User may interact or contract with through use of the BashPros Platform. BashPros may screen but has no responsibility to screen or otherwise evaluate potential Vendors or Users. You understand and accept that except in connection with Your use of the BashPros Concierge, BashPros has no control over the identity or actions of Users and Vendors, and BashPros requests that users exercise caution and good judgment when using the services. Vendors and Users use the BashPros Platform and obtain any Services, respectively, entirely at their own risk.
Additionally, you acknowledge and expressly agree that, except where You utilize the BashPros Concierge for event planning and production services, BashPros shall have absolutely no liability whatsoever for, without limitation, illnesses, injuries, damages, or claims arising out of or in connection with Services involving foodservice and/or service of alcoholic beverages, including, without limitation, foodborne illness, or overconsumption of alcohol afflicting You or any of Your guests, agents, representatives, invitees. Should any such instance occur, except as limited above, You expressly agree that any recovery sought or obtained shall be solely and entirely from any Vendor/s and/or their sub-vendors directly in control of such foodservice or service of alcoholic beverages, respectively.
Release. In the event that You have a dispute with one or more Users or Vendors, You hereby expressly agree to completely release BashPros (and Our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes with other Users or Vendors . If You are a California resident, You expressly waive the provisions of California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”
Breach. Without limiting other remedies, We may terminate Your participation, remove Your Information, warn Our community of Your actions, issue a warning, and refuse to provide You access to the BashPros Platform if: (i) You breach this Agreement or the documents it incorporates by reference; (ii) We are unable to verify or authenticate any information You provide to Us; (iii) We believe that Your actions may cause financial loss or legal liability for You, Us, any other User or any Vendor, or subject BashPros or You or any other User or Vendor to regulation by any federal, state, or local government or regulatory agency; or (iv) if We suspect that You have engaged in criminal or fraudulent activity in connection with the BashPros Platform, the BashPros Concierge, or any Services.
Resolution of Disputes and Legal Claims. You and We expressly agree that any legal disputes or claims between the Parties that cannot be resolved informally will be submitted to binding arbitration in the City of Los Angeles, California and You hereby expressly consent to personal jurisdiction in California. The arbitration shall be conducted by the American Arbitration Association, or, if unavailable with a reasonable time period, any other established alternative dispute resolution provider mutually agreed upon by the parties in writing. The initial costs of commencing such arbitration shall be paid by the party commencing the arbitration. The prevailing party in any such arbitration will be entitled to recovery of all reasonable attorney’s fees and costs incurred in connection with the arbitration. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. You agree that in no event shall any claim, action or proceeding by You, related in any way to the BashPros Platform, the BashPros Concierge, and/or the Services (including Your use of the BashPros Platform, the BashPros Concierge, and/or the Services), be instituted more than three (3) years after such cause of action arose.
Indemnity. You expressly agree to defend, indemnify, and hold Us and Our officers, directors, employees, agents and any third parties harmless for any losses, costs, liabilities and expenses (including attorneys' fees) suffered or incurred in connection with, relating to, or arising out of Your use of the BashPros Platform, the BashPros Concierge, and/or Services, including: (a) Your breach of this Agreement or any of the documents it incorporates by reference; (b) Your violation of any law or the rights of any third party, including, without limitation, Vendors and other Users, as a result of Your own interaction with such third party; (c) the violation of any laws or the rights of any third party, including, without limitation, Vendors and other Users, committed by any of Your guests, invitees, licensees, agents, or representatives; (d) any allegation that any materials or information that You submit to Us infringe upon or otherwise violate any copyright, trademark, trade secret or other intellectual property or other rights of any third party, including, without limitation, any Vendor; (e) Your ownership, use or operation of any venue or physical location where any Services or BashPros Concierge services are performed, provided, rendered, or otherwise undertaken by any Vendor or any associated third party, including, without limitation, any subcontractors of any Vendor; (f) any damages or losses incurred with respect to personal items of any Vendor and/or Your guests, invitees, licensees, agents, and representatives; and/or (g) any other activities in connection with the Services or the BashPros Concierge. This indemnity excludes conduct constituting gross negligence, recklessness, and/or willful misconduct of BashPros including with respect to services provided through the BashPros Concierge.
Confidentiality. You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to BashPros’ business, operations and properties (“Confidential Information”) disclosed to You by BashPros for Your own private use or for any purpose other than as contemplated by this Agreement. You shall not disclose or permit disclosure of any Confidential Information to third parties for any reason whatsoever. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of BashPros in order to prevent it from falling into the public domain.
Notwithstanding the above, You shall not have liability to BashPros with regard to wrongful or unintended disclosure of any Confidential Information which You can prove: (i) was in the public domain at the time it was disclosed by BashPros or has entered the public domain through no fault of Yours; (ii) was known to You, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) is disclosed with the prior written approval of BashPros; (iv) becomes known to You, without restriction, from a source other than BashPros without breach of this Agreement by You and otherwise not in violation of BashPros’ rights; or (v) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide immediate notice of such court order or requirement to BashPros to enable BashPros to seek a protective order or otherwise prevent or restrict such disclosure to the extent permitted under applicable law.
No Agency. Except in certain instances in connection with Your election to utilize the BashPros Concierge, there is no agency, or otherwise existing relationship (except that between User and Vendor), created by this Agreement, except an independent contractor relationship. The User and Vendor are not agents, employees, franchisees, or otherwise representatives, partners, joint venturers, of BashPros, and no such relationship is intended or created by this Agreement, except in certain instances where You may utilize the BashPros Concierge.
Notices/Complaints. Except as explicitly stated otherwise, any notices to BashPros shall be given by certified mail, postage prepaid and return receipt requested to BashPros Inc., 520 Broadway Ave., Santa Monica, CA 90401, and any notices to You shall be provided to You through the BashPros Platform and/or given to You via the email address You provide to BashPros during registration for use of the BashPros Platform. In such case, notice shall be deemed given three (3) days after the date that the email was sent, and it shall be presumed the email provided is accurate, valid, and accessible by You. Alternatively, We may give You notice by certified mail, postage prepaid and return receipt requested, to the address (which shall be the billing address for any credit card associated with Your account, if no residence is provided) provided to BashPros during registration for use of the BashPros Platform. In such case, notice shall be deemed given three (3) days after the date of mailing. In the event no valid email or mailing address (billing or residential) is provided by You, You agree that any notice required to be given or delivered by BashPros under this Agreement is waived.
To resolve a complaint regarding the Service, You may contact Our Customer Service Department by email at [email protected]
Miscellaneous. This Agreement shall be governed by the laws of the State of California without regard to choice of law principles in the event of any Federal jurisdiction. If any provision of this Agreement, or portion thereof, is held to be invalid or unenforceable, such provision, or portion thereof, shall be struck and the remaining provisions shall remain in full force and effect. You agree that this Agreement and all incorporated agreements may be freely assigned by BashPros, in Our sole discretion, in accordance with the “Notices” section of this Agreement. You acknowledge headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Any failure by Us to act with respect to a breach by You or others of this Agreement does not waive Our right to later act with respect to such breach or with respect to subsequent or similar breaches by You or others. All remedies available to Us, pursuant to any breach of this Agreement by You, are cumulative, to the maximum extent permitted by applicable law. This Agreement sets forth the entire understanding and agreement between the User and BashPros with respect to the subject matter hereof. Sections referring to Services, Licenses, Liability Limit, Indemnity, and Resolution of Disputes shall survive any termination or expiration of this Agreement, whether voluntary or involuntary, whether by You or Us.