Effective and Updated as of July 21, 2017
This following agreement describes the terms and conditions on which BashPros Inc. offers you access to and use of its mobile application and website, commonly known as the “BashPros App” and http://www.BashPros.com.
Welcome to the End User Agreement (the “Agreement” or “Terms of Service”) for the BashPros App and http://www.BashPros.com (collectively, the “BashPros Platform”), an application and website wholly owned and operated by BashPros Inc., a Delaware corporation, whose principal office is located at 520 Broadway Ave., Santa Monica, CA 90401. This Agreement is a legally binding contract made between you, the User (“You,” “Your,” or “Yourself”) and BashPros Inc. (“BashPros,” “We,” “Us” or “Our”).
BashPros is willing to allow you to participate in and use the BashPros Platform only upon the express condition that You fully accept and abide by all the terms and other conditions contained in this Agreement, without dispute, exception or protest. This is not an agreement to allow you to license, sell or own any part of the BashPros Platform but only a permissive use contract. By signing up with and/or using the BashPros Platform, You indicate that You understand this Agreement and accept to be bound by all of its terms. If You do not accept all the terms of this Agreement, You may not use the BashPros Platform for any reason or under any circumstances and agree to terminate use of the BashPros Platform immediately in connection therewith. You must read, agree with and accept all of the terms and conditions contained in this Agreement, which includes those terms and conditions expressly set out below and those incorporated by reference, before You use the BashPros Platform or any other person or entity uses it on your behalf.
The BashPros Platform is a mobile application and/or web based platform that acts as a digital marketplace for customers seeking various services and/or products (“Users”) offered by independent vendors (“Vendors”) through the BashPros Platform for purposes related to event planning and/or event production (“Services”). BashPros also offers Users in-house event planning and production services performed directly for Users by BashPros (the “BashPros Concierge”).
In order to obtain or contract for any Services or use the BashPros Concierge, You must be a registered User of the BashPros Platform and must agree to be bound by all the terms and conditions of this Agreement. We may amend this Agreement at any time by posting the amended terms on the BashPros Platform. If We amend this Agreement in any way or for any reason, You may not use or continue to use the BashPros Platform without accepting such amendment/s. Except as stated below, all amended terms shall automatically be effective after they are posted on the BashPros Platform.
None of the Services offered on, by, or through the BashPros Platform are offered or provided, in any way, shape, or form, by BashPros directly, except through the BashPros Concierge. You acknowledge the BashPros Platform is solely a platform through which You may contract for Services provided by Vendors independent of BashPros, and that BashPros is strictly a broker of such Services, except where You utilize the BashPros Concierge. Any decision by a User to accept the Services of any Vendor is a decision made in such User’s sole and absolute discretion. The User expressly acknowledges and agrees BashPros does not have and shall not have any responsibility or liability in connection with any Services purchased, ordered, and/or contracted for by any User through any Vendor using the BashPros Platform, except where You utilize the BashPros Concierge.
This paragraph also applies to any version of the BashPros Platform that you acquire from the Apple App Store or Google Play Store, and to use of the BashPros Platform on any internet capable device. This Agreement is entered into between You and BashPros. Apple, Inc. (“Apple”) and/or Google, Inc. (“Google”) is not a party to this Agreement and shall have no obligations with respect to the BashPros Platform. BashPros, not Apple and/or Google, is solely responsible for the BashPros Platform and the content thereof as set forth hereunder. However, Apple and/or Google and Apple’s and/or Google’s subsidiaries are third party beneficiaries of this Agreement. Upon Your acceptance of this Agreement, Apple and/or Google shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against You as a third party beneficiary thereof. This Agreement incorporates by reference the Licensed Application End User License Agreement published by Apple and/or Google, for purposes of which, You are the “end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement shall control.
Modification to the Agreement
We reserve the right to modify the terms and conditions of this Agreement at any time, effective upon posting the amended terms on this site. If we make changes, we will notify you by, at a minimum, revising the “Last Updated” date at the top of this Agreement. You are solely responsible for regularly reviewing this Agreement and any changes thereto. Continued use of the BashPros Platform, acceptance of Services, or use of the BashPros Concierge after any such changes shall constitute Your irrevocable consent to such changes. If You do not agree to any such changes You may not use or access the BashPros Platform, obtain Services, or utilize the BashPros Concierge.
Any Services available through the BashPros Platform, including the BashPros Concierge, are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Use of the BashPros Platform, any Services, and/or the BashPros Concierge are not available to any persons under the age of 18 or to Users otherwise in violation or breach of this Agreement. By becoming a User and obtaining Services or utilizing the BashPros Concierge, You represent and warrant that You are at least 18 years old and that You have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement.
You agree You are the sole authorized user of Your account. You are responsible for maintaining the confidentiality of any password provided by You or BashPros for accessing the Services or the BashPros Concierge. You are solely and fully responsible for all activity and purchases made through Your account. BashPros has no control over the use of any User's account and expressly disclaims any liability derived, relating to, in connection with, or otherwise arising therefrom. Should You suspect that any unauthorized party may be using Your password or account or You suspect any other breach of security, You must take immediate steps to secure Your account and contact Us immediately.
Term and Termination
This Agreement is required in order to use the BashPros Platform or the BashPros Concierge, or obtain any Services offered by it, and is subject to all revisions and amendments to the Agreement as BashPros may, from time to time, post for Your review. You may terminate Your account at any time via the BashPros Platform, subject to fulfillment of any outstanding payments, amounts owed, or other sums due and payable to BashPros or any Vendor for any reason. Should You choose to terminate Your account, We will send you a confirmation of the same via email to the address provided to Us in Your account. We may terminate Your participation in the BashPros Platform by removing Your Information at any time, for any or no reason, without explanation, effective upon sending email notice to You as provided above. Upon such termination, We will remove all of Your information from Our servers. However, We reserve the right to retain an archived copy of records of Your information, as required by law or for legitimate business purposes, and such archived information shall remain confidential except for the limited purposes stated herein. We maintain sole discretion to bar Your use of the BashPros Platform in the future, for any or no reason. You expressly acknowledge and agree Your obligations under this Agreement shall remain in full force and effect even if Your participation in the BashPros Platform is terminated.
Method of Payment. BashPros accepts payment for Services and the BashPros Concierge via credit card, check, and automated clearing house (“ACH”). You will be required to provide relevant information and authorization for ACH transactions prior to any such transactions being processed. You hereby agree to pay all processing charges and fees levied, applied, or otherwise imposed on any payment or transaction made by You through or via Stripe, any bank or financial institution, or any other method of payment which BashPros does or may accept, without dispute of any such fees. You acknowledge BashPros is not in control of or responsible for the amounts or frequency of any such charges or fees and shall have no liability in connection with any charges or fees You are obligated to pay by Stripe, any bank or financial institution, or other method of payment accepted by BashPros. Please take note that, due to the nature of internet-based payment processing, clearance of credit card payments processed through Stripe (as described below) may be subject to delays, which may result in selected Vendors being booked by a different User for a certain date You intended to reserve (see Booking and Deposits below). By electing to make payments via credit card (as opposed to check or ACH), You agree any such delays in payment processing, or failures thereof, are not the responsibility of BashPros and BashPros shall have no liability whatsoever in connection with any issues or matters arising from delays or failures of payment processing.
Booking and Deposits. Any bookings by a User twenty-one (21) days or more prior to the event date shall require a deposit equal to twenty-five (25%) of the contract price of selected services (the “Initial Deposit”) which deposit shall become effective upon clearance of funds deposited via the User’s selected method of payment. The Initial Deposit may be canceled at the User’s discretion with a full refund, within seven (7) days of deposit with BashPros, after which the Initial Deposit shall become nonrefundable. Any bookings by the User between twenty (20) and fifteen (15) days prior to the event date will require a deposit of twenty-five (25%) percent of the contract price, which shall be non-refundable. The User is obligated to pay the remainder of the then contract price (the “Outstanding Balance”), as may have been altered by the User adding or subtracting items or services, no later than fourteen (14) days prior to the event date (the “Payment Deadline”). Any failure by the User to pay such remainder prior to the Payment Deadline shall result in the automatic cancellation of the event by BashPros with immediate notice by BashPros to all Vendors booked for the User’s event. Any bookings made fourteen (14) days or fewer prior to the event date shall be paid in full, without exception, at the time of booking. In the event of any chargeback or dispute of payment, the User shall pay a non-refundable base fee of $15.00 plus any other administrative or related fees charged to BashPros by Stripe for any reason. The User is solely responsible for payment for all Services obtained and contracted for, including any and all applicable overages and additional costs billed to the User by Vendors (or BashPros, where applicable), including, without limitation, overtime labor charges or other costs of extra performance by any Vendor, in connection with performance of the Services.
It is BashPros’ strict policy that any Initial Deposit is made effective only at such time as payment of such funds by the User are cleared, which varies depending on the User’s preferred method of payment. You are hereby advised that, due to the nature of internet-based payment processing, clearance of credit card payments processed through Stripe may be subject to delays, which may result in selected Vendors being booked by a different User for a certain date You intended. By electing to make payments via credit card (as opposed to check or ACH), You agree any such delays in payment processing, or failures thereof, are not the responsibility of BashPros and BashPros shall have no liability whatsoever in connection with any issues or matters arising from delays or failures of payment processing.
Additional Charges/Overages. You acknowledge the nature of performance of the Services (including where such Services are obtained through the BashPros Concierge) may require Vendors to provide additional Services, including, without limitation, providing additional labor or products, or remaining onsite beyond estimated time of performance of Services (collectively, “Overages”). In such event, invoicing of Overages shall be as follows:
1. The Vendor shall, no later than three (3) business days (defined as any day Monday through Friday which is not a United States federal holiday) from the calendar date after the User’s event ends (the “Submission Period”), submit to the BashPros Platform the information and sums due in connection with any Overages (a “Submission”). Failure to make a timely Submission shall constitute a waiver of compensation for Overages by the Vendor.
2. Upon receipt of a Submission, the User will be notified by Company, at which point the User shall have three (3) business days (the “Confirmation Period”) to confirm or dispute the Submission. Failure by the User to timely dispute a Submission shall constitute the User’s acceptance of the Overages indicated in the Submission.
3. In the event of a timely dispute with respect to Overages, Company shall institute an investigation and dispute resolution process to resolve such dispute. Company’s decision shall be final and binding upon the Parties.
For Your events utilizing the BashPros Concierge, You acknowledge Overages agreed to by representatives of BashPros on-site in connection with the BashPros Concierge services provided, shall not be subject to dispute under this Section and shall be paid in full by You, to the extent timely billed by Vendor/s during the Submission Period.
Refunds. The Initial Deposit shall be fully refundable up to seven (7) days after the deposit is delivered to Company. After payment of the Outstanding Balance or if an event is booked within fourteen (14) days, a cancellation by User up to seven (7) days prior to the Event date shall result in a refund to User of fifty (50%) percent of the total amount paid to Company. Any cancellations within seven (7) days of the Event will be non-refundable. In the event that a Vendor cancels performance, the User shall receivea refund in the amount applicable to the Services to be provided by that Vendor. The foregoing notwithstanding, BashPros reserves the right to adjust upward any sums refunded to the User, in its sole and absolute discretion.
Disputes. Users may dispute only Overages with BashPros (as described above), as applicable, with respect to amounts charged and/or paid, or with respect to erroneous amounts charged to or debited from the User’s preferred method of payment by BashPros. Users may not dispute matters relating to or arising out of Vendor’s performance with BashPros, such as, for example, the customer service of a Vendor or Vendor’s employee or agent, or quality of performance of Services. We take no responsibility for performance or quality of any of the Services. Vendors are solely responsible for performance and quality of the Services. Users are solely responsible for payment for all Services obtained and contracted for, including any and all applicable overages and additional costs billed to You by Vendors in connection with performance of the Services. You agree that the parties to any dispute arising out of or connected with any transaction through or Services obtained and/or performed through or via the BashPros Platform are privately and independently responsible for resolution of such disputes.
Production Fee. For all transactions conducted through the BashPros Platform, BashPros shall receive a fee (the “Production Fee”) equal to five (5%) percent of the total gross value of the Services per transaction, including any and all applicable overages and additional costs billed to You by Vendors in connection with performance of the Services.
Promotional Offers. BashPros, at its sole and absolute discretion, may make available promotional offers with different features through the BashPros Platform. These promotional offers are subject to change or cancellation at any time, unless otherwise expressed in writing by BashPros.
Facilitation of Payments. All credit card charges, as applicable, shall be facilitated through Stripe, BashPros’ third-party payment processing service, or any other similar third-party payment processing service, as may change from time to time, at BashPros’ sole discretion, without notice to you. In order for you to use Stripe’s payment processing services, you must enter into the Services Agreement (SA) with Stripe and its sponsoring bank. The SA is available at https://stripe.com/us/legal/. By accepting this Agreement, you agree that you have reviewed and agree to be bound by the terms and conditions of the SA. Please note that BashPros is not a party to the SA and that you, Stripe and Stripe’s sponsoring bank are the three parties to the SA and that BashPros has no obligations or liability to you under the SA. You further agree that, in the event BashPros does change its third-party payment processor, you will continue to be bound by the terms of this Agreement and the terms of service of any new payment processor.
Processor Chargeback Fee. In the event of any chargeback or dispute, You agree to pay a non-refundable base fee of $15.00 plus any other administrative or related fees charged to Us by Stripe for any reason.
Sales and Other Taxes. You are solely responsible for payment of any and all applicable Federal, State, and Local sales and use taxes as well as other such taxes and fees levied on the Services, whether obtained through the BashPros Concierge or not, by applicable jurisdictions.
BashPros maintains an errors and omissions insurance policy of up to $1,000,000 per occurrence and $2,000,000 in the aggregate, annually (the “Basic Policy”). The Basic Policy is limited to coverage for errors and omissions of BashPros with respect to operation of the BashPros Platform only and does not cover potential liability arising from performance of any Services by any Vendor. Vendors are solely liable for insurance coverage pertaining to potential liability arising from performance of Services and have made representations to BashPros that they have obtained and maintained reasonable policies with respect to the Services they offer and perform. BashPros has required all Vendors to demonstrate proof of insurance as a condition of their use of the BashPros Platform, but does not, for any reason or under any circumstances, make any representations as to the quality, suitability, effectiveness, or scope of any policy obtained by any Vendor. BashPros does not procure insurance for, nor is BashPros responsible for, the policy or policies obtained by Vendors in any respect, and Users shall look only to Vendors in cases of potential liability arising from or in connection with performance of any Services. As with any insurance policy, additional terms and requirements, limitations and exclusions apply. The foregoing notwithstanding, BashPros maintains event planning-related insurance policies covering the BashPros Concierge (the “Concierge Policy”) and Services rendered by BashPros or Vendors selected by BashPros accordingly.
This is an unofficial summary of BashPros’ master insurance policy and may not always be up-to-date. None of the statements contained in this section should be interpreted as binding or as a complete representation of any specific type, kind or limit of insurance coverage and are provided for Your quick reference only. The representations made in this section are subject to change at any time without notice from BashPros to You, however BashPros will make reasonable efforts to give prompt notice with respect to any material changes thereto.
Your Information (as hereafter defined) is any information You provide, publish or display (“Post”) to the BashPros Platform or send to other Users in the registration or in any public message area (including, but not limited to the feedback section) or through any email feature (“Your Information”). Your Information will be stored on computers. You consent to Us using Your Information to create a User account that will allow You to obtain Services from Vendors and utilize the BashPros Concierge. You are solely responsible for Your Information and Your interactions with other people in the public, and We act only as a passive conduit for Your online posting of Your Information. When You use the BashPros Platform, You agree to provide accurate, current and complete information as prompted by Our registration form and to maintain and timely update Your Information to keep it accurate, current and complete at all times during the Term of the Agreement. You agree that We and other people of the public may rely on Your Information as accurate, current and complete. You acknowledge that if Your Information is untrue, inaccurate, not current or incomplete in any respect, We have the right to terminate this Agreement and Your use of the Services and the BashPros Concierge without additional prior notice.
Vendor Representations and Warranties
While BashPros makes no representations or warranties to any User regarding Vendors, Vendors, by virtue of offering Services on the BashPros Platform, represent, warrant and agree that:
- Vendors and/or each of Vendors’ agents, representatives, and/or employees are at least 18 years of age, unless required to be of a greater age pursuant to any applicable rule, regulation, ordinance, statute, law, or requirement of Vendors’ insurance carrier/s.
- All Vendors and any agents, representatives and/or employees have submitted information for the performance of background checks and insurance verifications prior to obtaining access to the BashPros Platform, and further warrant all information provided is correct, accurate, and will remain so throughout Vendors’ tenure offering Services on the BashPros Platform.
- All Vendors are properly licensed and possess all applicable permits and other permissions from all applicable governmental agencies and jurisdictions to perform the Services they offer on the BashPros Platform.
- To the extent applicable to performance of Services, all Vendors, their agents, representatives, and employees, possess a valid driver’s licenses and are authorized to operate motor vehicles in connection with performance of the Services.
- Vendors and Vendors’ insurance policy/ies shall be solely responsible for and provide coverage for any and all claims or incidents resulting from or which are alleged to result from the performance of any Services by Vendors.
- Vendors will obey all local, state, and federal laws related to the matters set forth herein, and will be solely responsible for any violations of such local laws.
- Vendors will not and may not make any representations regarding BashPros, or the BashPros Platform. Vendors may only utilize the BashPros Platform to make representations concerning the Services offered by such Vendor or such Vendor’s status as a Vendor.
- Vendors will not discriminate or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation in violation of any State or Federal Law, or State or Federal Constitution.
In addition to what is previously stated and agreed to, You further agree that You will use the Services and the BashPros Concierge in a manner consistent with any and all applicable laws and regulations. We reserve the right, but are not obligated, to investigate and terminate Your participation in the BashPros Platform if You have misused the BashPros Platform, the BashPros Concierge, or the Services, or behaved in a way which We, in Our sole discretion, regard as inappropriate or which is unlawful or illegal. With respect to Your participation on the BashPros Platform or through the Services or the BashPros Concierge, You agree that You will not: (a) impersonate any person or entity; (b) “stalk” or otherwise harass any other User or any Vendor; (c) express or imply that any statements You make are endorsed by Us, without Our express prior written consent; (d) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Services or the BashPros Concierge or their contents; (e) post, distribute or reproduce in any way any copyrighted material (whether belonging to BashPros or any Vendor), trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights; (f) remove any copyright, trademark or other proprietary rights notice (whether belonging to BashPros or any Vendor) contained on, without limitation, any photo, logo, writing or other intellectual property of BashPros or any Vendor; (g) interfere with or disrupt in any way the Services, the BashPros Concierge, or the BashPros Platform or the servers or networks connected to the Services, the BashPros Concierge, or the BashPros Platform; (h) post, email or otherwise transmit any material that contains software viruses, malicious code of any sort, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (i) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Service or BashPros Platform; (j) “frame” or “mirror” any part of the Service or BashPros Platform, without Our prior written authorization or use meta tags or code or other devices containing any reference to Us or the Services, the BashPros Concierge or the BashPros Platform in order to direct any person to any other web site for any purpose; or (k) modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Services, the BashPros Platform or any software used on or for the Services or the BashPros Platform or cause others to do so.
You further agree that Your Information and Your interactions on the BashPros Platform shall not: (a) be false, inaccurate or misleading (directly or by omission or failure to update information); (b) infringe any third party's (meaning separate from BashPros or any Vendor) rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (c) violate any law, statute, ordinance or regulation; (d) be defamatory, trade libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive or illegal material; (e) contain any offensive anatomical or sexual references, or offensive sexually suggestive or connotative language; (f) include in Your Information any telephone numbers, street addresses, last names, URL's or E-mail addresses other than where explicitly asked for it in the Your registration and profile section; (g) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;(h) create any other type of liability for Us, whether or not foreseen by use of the Services or the actions of any Vendor in connection therewith; or (i) link directly or indirectly to any other web sites. You further agree that You will not transfer, use, or sell Your BashPros account and/or ID to any another party. We reserve the right, but We have no obligation, to reject any Participant that does not comply with these prohibitions. You expressly acknowledge and agree that any violation or breach of this provision by You, Your agents, representatives, and any other person using or accessing the BashPros Platform on Your behalf, under Your control, or for your benefit shall: (i) entitle BashPros to immediate injunctive relief, cumulative with all other remedies available to BashPros under this Agreement and under applicable law; (ii) entitle BashPros to recovery of all attorney’s fees, costs, and expenses in connection with enforcement of this Agreement and this provision; and (iii) entitle BashPros to punitive damages against You, cumulative with all other damages and amounts sought or claimed by BashPros in any such proceeding.
BashPros owns and retains complete ownership in and of the BashPros Platform, and all intellectual property therein. Contingent upon Your compliance with the terms and conditions of this Agreement, BashPros hereby grants to You a personal, limited, non-transferable, nonexclusive, non-assignable, revocable license to participate in and use the BashPros Platform on, without limitation: (a) any Android device that You own or control; (b) any Apple product that You own or control; and/or (c) any other computer or device with which one may access the internet and utilize the BashPros Platform and/or the BashPros website (http://www.BashPros.com) and as permitted by the Usage Rules set forth in the respective terms and conditions of the “App Store” corresponding to Your particular device or operating system (the “Usage Rules”).
This agreement does not allow You to use the BashPros Platform on any Android device, Apple Product, or computer or similar device that You do not own or control, and You may not distribute or make the BashPros Platform available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the BashPros Platform under any circumstances or for any reason. You may not copy (except as expressly permitted by this Agreement and the Usage Rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the BashPros Platform, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law). Any attempt to do so is a violation of the rights of BashPros and its licensors, if any, and may subject You to criminal prosecution and civil damages. BashPros further reserves the right to seek injunctive relief, and consequential and punitive damages in such a scenario. The terms of this Agreement will govern any upgrades provided by BashPros that replace and/or supplement the BashPros Platform, unless such upgrade is accompanied by a separate or new agreement which expressly supersedes this Agreement, in which case the terms of that agreement will govern.
Location data provided by the BashPros Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither BashPros, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data displayed by the BashPros Platform.
Any of Your Information, including geolocation data, You upload, provide, or post on the BashPros Platform may be accessible to certain Users of the BashPros Platform. We cannot verify or guarantee the accuracy of the information Users provide Us on the BashPros Platform, and We do not control the information provided by other Users that is made available through Our system. Therefore, BashPros cannot and does not confirm each User's purported identity. You may find other User's information to be offensive, harmful, inaccurate, or deceptive. Please use caution and common sense when using the BashPros Platform. Please note that there are also risks of dealing with underage persons or people acting under false pretense. By using the BashPros Platform, You agree to accept such risks and BashPros is not responsible in any way or to any degree for the acts or omissions of users on the BashPros Platform.
E-mail & Text Communications
E-mail communications and text messages sent from Us or through Us are designed to solely to enhance Your BashPros experience. By becoming a User, You specifically agree to accept and consent to receiving e-mail communications and/or text messages initiated from Us or through Us, which include, without limitation: message notification e-mails, e-mails or text messages informing You about potential available Vendors, promotions, and any existing or new features added to the BashPros Platform. Standard text messaging charges applied by Your cell phone carrier will apply to text messages We may send. If You change Your mobile phone service provider, the notification service may be deactivated for Your phone number and You may need to re-enroll in the notification service. BashPros reserves the right to cancel the notification service at any time. If You do not wish to receive any of our e-mail communications or text messages, you may opt out via the BashPros Platform or by contacting Us on Our website.
All intellectual property rights on the BashPros Platform and in the Services are owned solely by BashPros absolutely and in their entirety. These rights include, without limitation, database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the BashPros Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the BashPros Platform, the BashPros Concierge, or the Services (collectively, “Feedback”), provided by You to Us are non-confidential and shall become the sole property of BashPros. BashPros shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to You. You expressly acknowledge and agree that any violation or breach of this provision by You, Your agents, representatives, and any other person using or accessing the BashPros Platform on Your behalf, under Your control, or for your benefit shall: (i) entitle BashPros to immediate injunctive relief, cumulative with all other remedies available to BashPros under this Agreement and under applicable law; (ii) entitle BashPros to recovery of all attorney’s fees, costs, and expenses in connection with enforcement of this Agreement and this provision; and (iii) entitle BashPros to punitive damages against You, cumulative with all other damages and amounts sought or claimed by BashPros in any such proceeding.
Users hereby grant BashPros the limited perpetual right and permission to use, publish, and exhibit, including, without limitation, on the internet and in publications, any pictures, portraits, digital images, photographs, and details of any event, including guests and the likenesses of any person present at any such event, for which a User has obtained Services through or via the BashPros Platform or through the BashPros Concierge, but solely for the promotion and advertisement of BashPros’ business.
Online Content Disclaimer. Opinions, advice, statements, offers, representations or other information or content made available through the BashPros Platform by Vendors, their respective agents or representatives, or any third parties, but not directly by Us, are those of their respective authors, and such authors are solely responsible for such content. We do not guarantee the accuracy, completeness, or usefulness of any information on the Services and neither do We adopt nor endorse nor are We responsible for the accuracy or reliability of any opinion, advice, or statement made by parties other than Us, including any Vendor. Under no circumstances will We be responsible for any loss or damage resulting from anyone's reliance on information or any content posted on the BashPros Platform by Vendors or their respective agents or representatives regarding Services or otherwise, or transmitted to participants privately by Vendors or their respective agents or representatives in connection with the BashPros Platform or the Services. We reserve the right, but We have no obligation, to monitor the materials posted in the public areas of the Services. Notwithstanding this right, You remain solely responsible for the content of the photos, profiles (including Your name, image, and likeness), messages, notes, text, information, music, video, advertisements, listings, and other content (the “Content”) that You post in or on any portion of the BashPros Platform. We shall have the right to remove any such material that in Our sole discretion violates, or is alleged to violate, the law or this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users, Vendors, third parties, or others. E-mails which may be sent between You and other participants that are not readily accessible to the general public will be treated by Us as private to the extent required by applicable law.
The BashPros Platform contains (or You may be sent through the BashPros Platform or the Services) links to other web sites (“Third Party Sites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by Us, and We are not responsible for any Third Party Sites accessed through the BashPros Platform or any Third Party Applications, Software or Content posted on, available through or installed from the BashPros Platform, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to, or permitting the use or installation of any Third Party Site or any Third Party Applications, Software or Content does not imply approval or endorsement thereof by Us. If You decide to leave the BashPros Platform and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, You do so at Your own risk and You should be aware that Our terms and policies shall no longer govern in such event. You should review the applicable terms and policies, including privacy and data gathering practices, of any web site to which You navigate from the BashPros Platform or relating to any applications You use or install from the BashPros Platform.
Other Disclaimers. We, Our subsidiaries, officers, directors, employees and our suppliers provide the BashPros Platform, the BashPros Concierge, and the Services on an “as is” basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the BashPros Platform, the BashPros Concierge, and/or the Services. We, Our subsidiaries, officers, directors, employees and Our suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to You. This warranty gives You specific legal rights and You may also have other legal rights that vary from state to state. We do not warrant that Your use of the Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet Your requirements, that any defects in the Services (whether or not obtained through the BashPros Concierge) will be corrected, or that the BashPros Platform will, at all times, remain free of viruses or other harmful components despite Our best efforts. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the BashPros Platform and the BashPros Concierge, due to the nature of internet provider services and potential disruptions thereof. We cannot guarantee that each User is at least the required minimum age, nor do We accept responsibility or liability for any content, communication or other use or access of the BashPros Platform or the Services by persons under the age of 18 in violation of this Agreement. We are not responsible for any damage or loss suffered by You in connection with use of the BashPros Platform and/or your use of any Services obtained through the BashPros Platform, except as permitted under this Agreement in connection with Your use of the BashPros Concierge. We are not responsible or liable in any manner for any Content posted on the BashPros Platform or in connection with any Services, whether posted or caused by Users of the BashPros Platform, by Vendors, or by third parties or by any of the equipment or programming associated with or utilized in the BashPros Platform, the BashPros Concierge, or the Services. Although We provide rules for User conduct and postings, We do not control and are not responsible for what Users and Vendors post, transmit or share on the BashPros Platform and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content You may encounter on the BashPros Platform or in connection with any Content. BashPros is not responsible for the conduct, whether online or offline, of any user of the BashPros Platform or Vendor. By using the BashPros Platform You acknowledge that Vendors and their agents or representatives may obtain personal information about You. We expressly disclaim any responsibility for the sharing or use of any personal information that You disclose on the BashPros Platform or in connection with obtaining any Services.
You are solely responsible for Your interactions with other Users and Vendors. We reserve the right, but have no obligation, to monitor disputes between You and other Users. Please carefully select the type of information that You post on the BashPros Platform. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”). Except where You elect to use the BashPros Concierge, the BashPros Platform only offers a venue that enables Users to view Vendor offerings and choose whether or not to engage and ultimately contract for services and goods offered by such Vendors. Except where You elect to use the BashPros Concierge, BashPros does NOT directly offer, perform, or provide any event planning, event production, or other related services or products. We are otherwise NOT involved in the actual planning or execution of any events or related aspects or elements thereof. Accordingly, You expressly acknowledge that We have applied Our best efforts to determine the quality, reliability, and identity of all Vendors and that, except in connection with Your use of the BashPros Concierge, We have no control over the quality or outcome of the Services which take place in connection with Your use of the BashPros Platform. We do NOT have any control over the truth or accuracy of the of Vendors’ information listed on the BashPros Platform and cannot guarantee a Vendor’s identity, reliability, licensure/permitting (if applicable), or other representations made by any Vendor, to the extent You do not use the BashPros Concierge.
We reserve the right to change any and all Content, software and other items used or contained in the BashPros Platform and the BashPros Conciergeat any time without notice to You. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by BashPros or the BashPros Platform. The BashPros Platform, the BashPros Concierge, and the Services may be temporarily unavailable from time to time for maintenance or other reasons. BashPros assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications systems. BashPros is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or flow of information on account of technical problems or traffic congestion on the internet or through Your internet service provider, on the BashPros Platform, on any web site or any combination thereof, including injury or damage to You or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the BashPros Platform, the BashPros Concierge, or the Services.
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.