1. Use of Web Site, Mobile Applications, and our Site
1. The “Site” is Company’s website located at www.wepah.comand mobile applications, as each may be updated, relocated, or otherwise modified from time to time, including through networks, embeddable widgets, downloadable software, and tablet computer applications, and all intellectual property contained therein. The Site provides Providers (“Provider”) with a network (the “Network”) through which Providers can provide Event Services (“Event Services”) to Customers. Any person who accesses and/or uses the Site to book Event Services on his or her own behalf, or on behalf of any third party, will be referred to herein as a (“Customer”).
2. Subject to the terms and conditions of this Agreement, Company hereby grants you a limited revocable, non-exclusive, non-transferable license to access and use the Site, solely in the manner intended by Company. Unless otherwise specified in writing, the Site is solely for your personal use and not for resale. Company reserves the right at all times and without notice to: (i) restrict and/or terminate your access to the Site (or any portion thereof); and (ii) modify or discontinue providing the Service (or any portion thereof).
2. Registration, Accounts, Passwords and Security
1. Customers. In order to become a Customer, you must complete the registration process by providing Company with current, complete and accurate information, as prompted by the applicable registration form. This may include electronically uploading or transmitting a copy of a government-issued form of identification for age and identity verification. You must also connect a valid payment method, pursuant to Company’s Payments and Refund Policy.
2. Provider. Company requires all Providers provide proof of the business operations, such as employment identification numbers and/or registration to do business in respective states, in order to verify identity and credentials or as otherwise set forth in the Agreement. You must also carry insurance in the amount of $1,000,000.00 and provide Company with proof of this insurance.
3. Accuracy of Information. You acknowledge that in the event you provide any information to Company which is untrue, inaccurate, not current or incomplete, Company may terminate this Agreement and your continued access to the site and app.
4. Eligibility. You represent and warrant that you are at least sixteen (16) years of age, that you have not been previously suspended or removed from the Site, and that you possess the legal right and ability to enter into this Agreement. If you are using the Site on behalf of an individual, company, entity, or organization, you represent and warrant that you are an authorized representative of such party with the authority to (i) bind such party to this Agreement, and (ii) agree to be bound by the Agreement on behalf of such party. THE SITE IS NOT FOR PERSONS UNDER THE AGE OF 16 OR ANY CUSTOMERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SITE BY COMPANY. IF YOU ARE UNDER 16YEARS OF AGE, PLEASE DO NOT USE OR ACCESS THE SITE AT ANY TIME OR IN ANY MANNER.
5. Credentials. As part of the registration process, you will be required to create an account using an existing email address, Facebook or Google login. You are entirely responsible for maintaining the security and confidentiality of your account and its login credentials. You agree to notify Company immediately of any unauthorized use of your account or any other breach of security. To notify us, contact us at www.wepah.com/contact-us. You are responsible for all use of the Site occurring under your username. You are responsible for keeping your password confidential and for notifying us if your password has been hacked or stolen. Company will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may be held liable for any losses incurred by Company or another party due to someone else using your account or password.
3. Your Responsibilities
1. You may use the Site solely for lawful and authorized use, non-commercial purposes (unless you are a Provider, as defined above) as intended through the provided functionality of the site and app. You may not use our site and app (“Site”) in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Site. You may not attempt to gain unauthorized access to the Site, Customer or Provider accounts, or computer systems or networks, through hacking, password mining or any other means. Without limiting any of the foregoing, you expressly agree that you will not (and you agree not to allow or assist any third party to):
2. use, copy, install, transfer or distribute the Site, except as specifically permitted by this Agreement;
3. modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Site or its Content (as defined below);
iii. remove or alter any copyright, trademark or other proprietary rights notices contained in or on the Site or in or on any content or other material obtained through the Site or the use of the Site;
1. create Customer accounts by automated means or under false or fraudulent pretenses;
2. use any robot, spider, screen or database scraper, site search or retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Site;
3. probe, scan or test the vulnerability of any system or network or breach any security or authentication measures;
vii. reformat, mirror, or frame any portion of the web pages that are part of the Site;
viii. express or imply that any statements you make are endorsed by us, without our prior written consent in each instance;
1. transmit (A) any content or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes on our or any third party’s intellectual property or other rights, (B) any material, non-public information about individuals or companies without the authorization to do so, (C) any trade secret that may become known through use of the Site, and/or (D) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us), or engage in spamming or flooding
2. transmit any software or other materials that contain any virus, worm, time bomb, Trojan horse, or other harmful or disruptive component; 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 Site or its contents;
3. harvest or collect information about other Customers or Providers without their prior written consent;
xii. undertake, cause, permit or authorize the translation, reverse engineering, disassembling or hacking of any aspect of the Site, including Content, or attempt to do any of the foregoing, except and solely to the extent permitted by this Agreement, the Site’s authorized features, or by law, or otherwise attempt to use or access any portion of the Site other than as intended by Company;
xiii. access, tamper with, or use non-public areas of the Site, Company’s (and its hosting company’s) computer systems and infrastructure, or the technical delivery systems of Company’s providers;
xiv. harass, abuse, harm or advocate or incite harassment, abuse or harm of another person or group, including Company employees, representatives, Providers, and/or other Customers;
1. create a new account with Company, without Company’s express written consent, whether or not Company previously disabled an account of yours or assist a banned Customer in using the Site through another Customer’s account;
xvi. solicit, or attempt to solicit, personal information from other Customers;
xvii. restrict, discourage or inhibit any person from using the Site, disclose personal information about a third person on the Site or obtained from the Site without the consent of such person, or collect information about Customers;
xviii. gain unauthorized access to the Site, to other Customers’ accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Site;
xix. violate any applicable federal, state or local laws, regulations or this Agreement;
1. use the Site for any illegal, inappropriate and/or unauthorized conduct, including without limitation, using the Site to contact Providers in violation of the non-circumvention provision referenced herein, or using the Site in violation of Company’s or any third party’s intellectual property or other proprietary or legal rights;
xxi. use or access the Site to build a competing service; or
xxii. use doctored or modified photos or videos that result in an inaccurate portrayal of likeness of Provider or Customer
We may take any legal action and implement any technical remedies to prevent the violation of these provisions and to enforce this Agreement.
Additional Customer and Provider Responsibilities and Requirements:
1. Customer will provide Provider with a private room or space to prepare before and after the Event Services.
2. Providers will arrive on time and ready to render services.
3. Provider will not sell or offer and Customer will not purchase or accept any goods or services not contracted for through Company Site.
4. All information exchanged between Provider and Customer will remain confidential and will not be used for any purpose other than communicating for purposes of the Event Services booked though Company.
4. Event Services.
As a condition of being permitted to book Providers through the Site, Customers agree with the following terms for all events booked on the Site.
1. Verification Methods. When a Provider arrives, Provider has a duty to verify that the Customer responsible for organizing the Event is present and that his or her age is above 16, 18, or 21 depending on the type of Event Services. Customers will be required to have a valid form of government-issued identification with a picture and birthdate. Provider also has a duty to verify that all attendees being served alcohol are above the age of 21, using government-issued identification.
2. Prices. The fees listed on the Event Service are the standard fees for the listed service, which Company may change at any time in its sole discretion by so posting on the Site. In addition, fees for services provided by a Provider may vary depending on a variety of factors such as length, day, time, or location of Event. The fee you are ultimately charged is the “Fee.”
3. No Liability. Company will not have any liability whatsoever for any of the Event Services provided by Providers. Providers bear sole liability for all of the services provided, including those services that are booked through the Site.
4. Exclusive Booking through Company. In order to receive pre-negotiated rates with Company, Customers agree that once a Customer has booked a Provider through the Company Network, all subsequent Events with the Provider will be made through Company, for as long as: (i) the Provider is an active participant in the Company network, and (ii) the Customer continues to keep its account with Company active and in good standing.
5. Non-Circumvention. Both Customer and Provider acknowledge and agree that Company’s principle stream of revenue is generated by introducing Provider and Customer. Company only is compensated when Customers and a Providers pay and receive payment through the Site. Therefore, for 24 months from the time Vendor and Customer are introduced through Company, both must use Company as their exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of the relationship with that party.
Both Customer and Vendor agree not to circumvent payment through the Site. By way of illustration and not in limitation of the foregoing, users are prohibited from:
Submitting proposals or soliciting other users introduced by Company to contact, hire, work with, or pay through Company.
Accepting proposals or solicit parties introduced by Company to contact, deliver services, invoice, or receive payment without Company.
Invoicing or reporting through Company an invoice or payment amount lower than that actually agreed between Users.
Customer and Vendor agree to immediately if another person improperly contacts a user or suggests making or receiving payments without Company. If a user is aware of a breach or potential breach of this non-circumvention agreement, users must submit a confidential report by sending an email message to: [email protected]
1. Responsibility for Payment. You will be charged the in advance of the Event Services. You agree to pay to Company all Fees, whether or not you dispute the amount of the charge or the quality or nature of the services provided. You acknowledge, understand and agree that when using the Site, you may be responsible for standard phone, data and messaging charges from your wireless carrier. Under no circumstances will Company be responsible for any wireless email, data, phone, or text messaging charges incurred by you or by a person that has access to your wireless device, telephone number, or email address.
2. Dispute Resolution. Although Company retains the right to mediate any dispute between you and a Provider, all disputes between you and such Provider must ultimately between you and the Provider directly. All sales booked through the Site are final and Company provides no refunds absent extreme circumstances. Please visit our Refund and Cancellation Policy.
5. Consent to Electronic Communications
6. Content Submitted to Company
1. By sending or transmitting to us information, opinions, creative suggestions, ideas, notes, concepts, or other materials (collectively, “Materials”), or by posting such Materials to any area of the Site, you grant Company and its designees a worldwide, non-exclusive, sublicenseable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Materials in any media now known or hereafter developed to enhance and develop the Site, including by marketing and advertising the Site, without compensation to you; provided that we will never use your name in connection with any of your Materials that we use in our own advertising and marketing materials without obtaining your prior consent; provided further, that if you are a Provider, the use of certain Materials (for example, your biography, photo, and other information to associate with your profile on the Site) will be as set forth in the Provider Agreement. None of the Materials will be subject to any obligation, whether of confidentiality, attribution, or otherwise, on our part and we will not be liable for any use or disclosure of any Materials. Company may remove or alter any Materials at any time for any reason. We neither endorse nor are responsible for any opinion, advice, information, or statement made or displayed on the Site by any Customer or Provider. We are not responsible for any errors or omissions in articles or postings, for hyperlinks embedded in messages, or for any results obtained from the use of such information. Under no circumstances will Company and/or its affiliates, suppliers, or agents be liable for any loss or damage caused by your reliance on such information obtained through the Site. We cannot and do not take responsibility for the veracity, reliability, or completeness of any opinion, advice, information, or statement available on the Site.
2. The opinions expressed on the Site by Customers reflect solely the opinions of the Customers who post thereon and do not reflect the opinions of Company. You acknowledge and agree that we have the right (but not the obligation) to monitor the Site and Materials; to alter or remove any Materials; and to disclose Materials and the circumstances surrounding their transmission to any third party in order to operate the Site properly; to protect ourselves, our sponsors, and our members and visitors; and to comply with legal obligations or governmental requests. If you believe a message violates our member policies, please contact Company immediately at www.wepah.com/contact-us so that we can consider its editing or removal.
3. You are solely responsible for your Materials and the consequences of posting them on the Site. By posting Materials, you represent, warrant, and covenant that: (i) you are the creator and owner of the Materials or otherwise have sufficient rights and authority to grant the rights granted herein; (ii) your Materials do not and will not (A) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (B) slander, defame, or libel any other person; (iii) your Materials do not contain any viruses, adware, spyware, worms, or other harmful or malicious code or (iv) unless you have received prior written authorization, your Materials specifically do not contain any confidential information of any third party. We reserve all rights and remedies against any Customers who breach these representations and warranties.
4. Sending Messages. The Site may allow Providers and Customers to exchange messages (“Messages”) with each other. Sending Messages is a privilege, not a right, and Company may terminate such privileges of any Customer at any time and for any reason, without any liability to such Customer. Harmful, obscene, or offensive communications are not welcome in any Messages. If a Customer sends you an objectionable Message, please notify us by sending an e-mail to [email protected] You should exercise discretion, good sense, and sound judgment when sending a Message. You are solely responsible for the content of any Message you send. You agree that Company may monitor Messages for compliance with this Agreement, and therefore, Messages should not be considered confidential or proprietary. You hereby grant us an assignable, sublicensable, irrevocable license to reproduce and transmit your Messages in connection with facilitating transfer to the intended recipient through the Site and for such other purpose as Company may deem appropriate in its sole discretion.
7. Term and Termination
2. Effect of Termination. Provisions, including but not limited to those relevant to proper use, non-circumvention, storage, intellectual property and ownership of materials, and payment will survive termination or expiration of the Agreement. Payments by you, which accrue or are due before termination of the account, will continue to be payable by you, and amounts owed to Company at the time of such termination or expiration will continue to be owed by you, after such expiration or termination.
1. Proprietary Information. You acknowledge and agree that: (i) the Site, including, without limitation, any Content, modifications, enhancements and updates, and any originals and copies thereof, in whole or in part, and all intellectual property rights therein (collectively, “Proprietary Information”), is owned by Company and its licensors, as applicable; (ii) the Proprietary Information contains valuable copyrighted and proprietary material of Company; (iii) the Proprietary Information is licensed, rather than sold, to you pursuant to this Agreement; and (iv) you have no rights in the Proprietary Information, other than the rights and licenses specifically granted to you pursuant to this Agreement.
2. Trademarks. You acknowledge that Company has acquired, and is the owner of, trademark rights in the name and word mark “WEPAH”™ and in the other marks and design marks displayed on the Site. You acknowledge that this name and these marks are famous and internationally known. You will not, at any time or for any reason, challenge the validity of, or Company’s ownership of, the foregoing name and marks, and you waive any rights you may have at any time to do so. All use of the foregoing name and marks by you will inure exclusively to the benefit of Company. All marks shown on the Site but not owned by Company are the property of their respective owners.
9. Claims of Copyright Infringement.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Company infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information:
1. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Site are covered by a single notification, a representative list of such works);
3. identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Company to locate the material on the Site;
4. the name, address, telephone number, and email address (if available) of the complaining party;
5. a statement that the complaining party has 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
6. a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Company a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see www.copyright.gov for details. Notices and counter-notices with respect to the Site should be sent to [email protected] or General Counsel, WEPAH, INC. 1550 Biscayne Boulevard, Second Floor, Miami, Florida 33132. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
1. EVENT SERVICE IS PROVIDED “AS IS” WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. YOU ACKNOWLEDGE THAT, BECAUSE OF THE NATURE OF THE INTERNET, MOBILE NETWORKS, AND THE DEVICES WHICH ACCESS THE INTERNET AND/OR MOBILE NETWORKS, THE SITE MAY NOT BE ACCESSIBLE WHEN NEEDED, AND THAT INFORMATION, DATA, AUDIO AND VIDEO TRANSMITTED OVER THE INTERNET AND/OR MOBILE NETWORKS MAY BE SUBJECT TO INTERRUPTION OR THIRD PARTY INTERCEPTION AND MODIFICATION. COMPANY DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, AND ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE. NONE OF COMPANY, ITS AFFILIATES OR SERVICE PROVIDERS, COMPANY’S CONTENT PROVIDERS AND/OR THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES NOR THE EMPLOYEES, AGENTS AND/OR CONTRACTORS (COLLECTIVELY, THE “COMPANY PARTIES”) WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE SERVICE. COMPANY CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET OR FOR YOUR MISUSE OF ANY OF CONTENT AND INFORMATION ACCESSED THROUGH THE SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND YOUR RELIANCE UPON ANY OF THE RESPECTIVE CONTENT IS AT YOUR SOLE RISK.
1. You acknowledge that any information you obtain from Providers comes from those individuals, and not from Company, and that Company is not in any way responsible for any of the information these third parties may supply or for any statements, claims, or representations they may make. Company disclaims any such statements, claims, or representations and the same do not expand or otherwise modify the terms of this Agreement. If you are dissatisfied with the Service, your sole and exclusive remedy is to discontinue accessing and using the Site.
10. Limitation of Liability.
1. EACH CUSTOMER IS SOLELY RESPONSIBLE FOR (I) HIS OR HER USE OF THE SITE, AND (II) ANY DAMAGES INCURRED BY HIM OR HER OR ANY THIRD PARTY THAT ARISE FROM OR ARE RELATED TO THE SERVICE. THE AGGREGATE LIABILITY OF THE COMPANY PARTIES FOR ANY DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, WILL BE LIMITED TO ACTUAL DAMAGES PROVED, AND NOT TO EXCEED THE AMOUNT PAID BY YOU TO COMPANY FOR THE SERVICE. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, NONE OF THE COMPANY PARTIES WILL BE LIABLE FOR ANY PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF COMPANY OR ITS CONTENT PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. NONE OF THE COMPANY PARTIES WILL HAVE ANY LIABILITY WHATSOEVER FOR ANY LOSSES; COSTS OR DAMAGES OF ANY KIND INCURRED OR SUFFERED BY YOU AS A RESULT OF SERVICES PROVIDED BY ANY OF THE PROVIDERS ACCESSED THROUGH THE SITE. FURTHER, COMPANY IS NOT RESPONSIBLE FOR ANY CRIMINAL ACTS WHETHER COMMITTED BY CUSTOMER OF PROVIDER UNDER ANY CIRCUMSTANCES, THIS INCLUDES BUT IS NOT LIMITED TO THEFT, CIOLENT CRIMES, HARRASSMENT OR ANY OTHER CRIMES COMMITTEDOUTSIDE OF THE SCOPE OF THE EVENT SERVICE CONTRACTED FOR.
3. YOU REPRESENT THAT YOU HAVE INDEPENDENTLY INVESTIGATED THE ADVISABILITY OF USING THE EVENT SERVICES MADE AVAILABLE TO YOU BY COMPANY AND THE POSSIBLE RISKS INVOLVED IN USING SUCH SERVICES. YOU AGREE TO MAINTAIN YOUR OWN INSURANCE COVERING SUCH RISKS AND WILL LOOK SOLELY TO SUCH INSURANCE FOR REIMBURSEMENT OF ANY RESULTING DAMAGES.
1. Third Party Disputes. COMPANY IS NOT AFFILIATED WITH ANY CARRIER, SERVICE PROVIDER, OR THIRD PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY CARRIER, SERVICE PROVIDER, THIRD PARTY SERVICE OR OTHER THIRD PARTY ARISING FROM YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY OTHER CUSTOMER OF THE SERVICE OR YOUR EMPLOYER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE COMPANY (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
2. Force Majeure. Company will not be liable for any delay or failure to perform any obligation herein if the delay or failure is due to unforeseen events that are beyond Company’s reasonable control, such as strikes, blockade, war, terrorism, riots, torrential rain, flooding, natural disasters, epidemic or governmental action, in so far as such an event prevents or delays Company in fulfilling its obligations hereunder.
3. Indemnification and Release.
1. You will defend, indemnify and hold Company, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents, harmless against any loss or damage of any kind (including, without limitation, attorneys’ fees and lost revenues) arising from: (i) any and all breaches by you of this Agreement or any representation, warranty or covenant contained herein; (ii) any and all use of the Site not specifically authorized hereunder and on the Site; and (iii) any and all claims and actions against Company by other parties to whom you allow access to the Event Service.
2. You further waive, release and forever discharge the Company Parties from any and all responsibility or liability for injuries or damages resulting from your Event Services or any other service obtained through the use of the Site, including injuries or damages caused by the negligent act or omission of the Released Parties or in any way arising out of or connected with the Service.
3. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You will not, in any event, settle any claim or matter without our written consent.
1. Additional Site Features. The Site may contain information on products, and services provided by third parties, including its Service Providers, and links (including advertisements) to third party web sites. This information and these products, services, and links are provided only as a convenience to Customers. Company does not review or control this information or these products, services, or other web sites, and Company does not make any representations or warranties, express or implied, regarding this information or these products, services, or web sites. Inclusion of any of the foregoing in the Site does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Company with respect to any third party or its web site or content, or any information, products, or services provided by that third party. Company is under no obligation to maintain any link on the Site and may remove a link at any time in its sole discretion for any reason whatsoever.
2. Dispute Resolution.
1. Mandatory Arbitration. Please read this carefully. It affects your rights. YOU AND COMPANY AND EACH OF OUR RESPECTIVE CORPORATE PARENTS, SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, AND PERMITTED ASSIGNS AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SITE. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Please visit www.adr.org for more information about arbitration.
2. Commencing Arbitration. A party seeking arbitration must first send to the other, by certified mail, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address provided by you to Company, to you via any other method available to Company, including via e-mail. The Notice to Company should be addressed to WEPAH INC., 1550 Biscayne Boulevard, Second Floor, Miami, Florida 33132, Attn: General Counsel (the “Address”). The Notice must (A) describe the nature and basis of the claim or dispute; and (B) set forth the specific relief sought (the “Demand”). If the claim is not resolved within 30 days after the Notice is received, then you or Company may commence an arbitration proceeding as set forth below or file a claim in small claims court. THE ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE “Rules”), AS MODIFIED BY THIS AGREEMENT. The Rules and AAA forms are available at www.adr.org. If you are required to pay a filing fee to commence arbitration against Company, then Company will promptly reimburse you for your confirmed payment of the filing fee upon Company’s receipt of Notice at the Address that you have commenced arbitration along with a receipt for the filing fee, unless your Demand is equal to or greater than $1,000 or was filed in bad faith.
3. Arbitration Proceeding. The arbitration will be in English. A single independent and impartial arbitrator with his or her primary place of business in Miami-Dade County, Florida, will be appointed pursuant to the Rules, as modified herein. You and Company agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties: (A) the arbitration will be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (B) the arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (C) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
iii. No Class Actions. YOU AND COMPANY AGREE THAT YOU AND COMPANY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THIS ENTIRE MANDATORY ARBITRATION SECTION WILL BE NULL AND VOID.
1. Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator will issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this deadline by 30 days in the interests of justice. Arbitration proceedings will be closed to the public and confidential, and all related records will be permanently sealed, except as necessary to obtain court confirmation of the award. The award will be in writing and will include a statement setting forth the reasons for the claim’s disposition. The arbitrator will apply Florida state law during the arbitration. You agree that these terms and your use of the App evidences a transaction involving interstate commerce. The United States Federal Arbitration Act will govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in this Agreement.
2. Equitable Relief. The foregoing provisions of this Section 18 do not apply to any claim in which Company seeks equitable relief of any kind. You acknowledge that, in the event of a breach of this Agreement by Company or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against Company, and your only remedy will be for monetary damages, subject to the limitations of liability set forth above.
3. Claims. You and Company agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to this Agreement or the Site, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
4. Improperly Filed Claims. All claims you bring against Company must be resolved in accordance with this Section 18. All claims filed or brought contrary to this Section 18 will be considered improperly filed. Should you file a claim contrary to this Section 18, Company may recover attorneys’ fees and costs up to $5,000, provided that Company has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
5. Modifications. If Company changes the Mandatory Arbitration provision (other than a change to Company’s Address), then you may reject any such change by sending us written notice to Company’s Address within 30 days of the change, in which case your Account and your right to use the Site will terminate immediately, and this Section 18, as in effect immediately prior to the amendments you reject, will survive termination of this Agreement.
6. Enforceability. If only Section 18.a.iii or the entirety of this Section 18 is found to be unenforceable, then the entirety of this Section 18 will be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 19 will govern any action arising out of or related to this Agreement.
1. Governing Law; Choice of Forum. The laws of the State of Florida, excluding its conflicts of law rules, govern this Agreement and your use of the Site. Your use of the Site may also be subject to other local, state, national, or international laws; provided, however, that the United Nations Convention on Contracts for the International Sale of Goods will not apply to any provision of this Agreement. To the extent that any action relating to any dispute hereunder is permitted to be brought in a court of law, such action will be subject to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida and you hereby irrevocably submit to personal jurisdiction in such courts, and waive any defense of inconvenient forum.
2. Feedback. While our staff continually works to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from our Customers. If you send us or our employees any ideas or suggestions for products, services, features, modifications, enhancements, content, promotions, strategies, or product/feature names, or any related materials (collectively “Feedback”), then regardless of what your communication may say, the following terms apply, to avoid future misunderstandings. By sending us Feedback, you agree that:
1. Company will own, exclusively, all known or later discovered rights to the Feedback;
2. Company will not be subject to any obligation of confidentiality and will not be liable for any use or disclosure of any Feedback; and
3. Company will be entitled to unrestricted use of the Feedback for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
1. Entire Agreement; Variation. This Agreement and any license contained in Company’s products set forth the entire agreement between Company and you with respect to the Site; provided, however, that: (1) Provider will also be required to enter into the Provider Agreement; (2) Company may enter into additional agreements with you. In the event of a conflict between this Agreement and the Provider Agreement, the terms of the Provider Agreement will govern.
2. Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, such provisions will be modified, or if not possible, severed, to reflect the fullest valid, legal and enforceable expression of the intent of the parties and the remainder of this Agreement will not be affected thereby.
3. Relationship of Parties. Nothing herein will be deemed to create an employer-employee relationship between Company and you, nor any agency, joint venture or partnership relationship between the parties. Neither party will have the right to bind the other to any obligation, nor have the right to incur any liability on behalf of the other.
4. Waiver. No delay, omission, or failure to exercise any right or remedy provided herein will be deemed to be a waiver thereof or an acquiescence in the event giving rise to such right or remedy, but every such right or remedy may be exercised, from time to time as may be deemed expedient by the party exercising such remedy or right.
5. Assignment. Neither this Agreement nor any of the rights granted to you herein may be assigned or transferred by you, whether voluntarily or by operation of law, without the express prior written permission of Company and any attempt to do so will be null and void. However, Company may assign or transfer this Agreement at any time without your permission.
6. Third-Party Beneficiaries. The provisions of this Agreement relating to the rights of Company’s Content Providers are intended for the benefit of such Content Providers, and such Content Providers, as third-party beneficiaries, will be entitled to enforce such provisions in accordance with their terms, irrespective of the fact that they are not signatories to this Agreement.
NOTICE REGARDING APPLE. You acknowledge that this Agreement is between you and Company only, not with Apple, and Apple is not responsible for the Site, Event Services or the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Site. In the event of any failure of the Site to conform to any applicable warranty, then you may notify Apple and Apple will refund the purchase price for the relevant Site to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Site. Apple is not responsible for addressing any claims by you or any third party relating to the Site or your possession and/or use of the Site, including, but not limited to: (i) product liability claims; (ii) any claim that the Site fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Site or your possession and use of the Site infringes that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the Site. Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary of this Agreement. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. If Company provides a translation of the English language version of this Agreement, the translation is provided solely for convenience, and the English version will prevail.
By clicking “I accept”, You expressly acknowledge and agree to be bound by the terms and conditions of the Agreement, and further acknowledge that You are legally competent to enter into this Agreement with Company.