PRVT Party: Venue Terms of Use

  1. How to Use PRVT Party (“PRVT”)

    Welcome to the PRVT Party venue network! The following is a brief summary of our services, how to access them through this Site, and the key rules governing your interactions with us and the event organizers with whom you communicate and who ultimately may elect to book space or time at your venue. You should also review our Legal Terms (part 2 of these Terms of Use) as they also set forth important rules and limitations relating to your use of our Site. When we refer to the “Site” under these Terms of Use we mean PRVT’s entire digital platform through which you interact with PRVT and with event organizer users to describe your venue, present your availability to event organizers, arrange bookings and receive payments for the same (when and as applicable). When we use the word “you” under these Terms of Use, we mean either a Venue who is participating in our network or an authorized administrator (“Venue Admin”) who is accessing the Site on behalf of a Venue.

    Here's How Prvt Party Works:

    1. Your Availability to Event Organizers

      Each Venue that joins the PRVT network will have a listing that will be displayed within the PRVT event organizer-facing iOS app, and on any future event organizer-facing websites and/or Android apps, (collectively the “Event Organizer Site”). The content in each Venue’s listing will be driven by data that has been inputted into a Venue access website (“VA Site”). Each Venue will have its own independent log-in into the VA Site and will not have access to view or edit data for other Venues.

      Most, but not all, of the data related to a particular Venue on the VA Site will be editable by that Venue’s Venue Admins (with the understanding that PRVT may assume that any individual accessing the VA Site with a valid Venue Admin email address and password has been properly authorized by such Venue to do so). The PRVT Super-Admin will have the ability and right to override any data on the Site. PRVT will also maintain some settings for each Venue that are not viewable by the Venues, such as active status, ratings on third-party services like Foursquare or Yelp, neighborhood designation, etc. PRVT will maintain a customer relationship management database with other Venue-specific data not viewable on the VA Site.

      If a venue does not have an onsite liquor, beer or wine (“Alcoholic Beverage”) sales or service operation and the serving of Alcoholic Beverages are not prohibited at such venue, PRVT may display one or more recommended Alcoholic Beverage catering and serving operations in conjunction with the venue’s profile on the Event Organizer Site. PRVT may charge a commission to such catering and staffing operation for any bookings organized via the Site. Likewise, if there is no onsite food service operation at a venue and if food is not prohibited at such venue, PRVT may display one or more recommended food catering and serving operations in conjunction with the venue’s profile on the Event Organizer Site. PRVT may charge a commission for any bookings organized via the Site.

      Event organizer users will access the PRVT platform via the “Event Organizer Site. When an event organizer using the Event Organizer Site submits a booking inquiry to a Venue, the Venue will receive an email asking it to log on to the VA Site to respond to the request. Venue partners must agree to respond to requests as quickly as possible, but not later than 24 hours after receipt of the inquiry. Failure to provide prompt responses to inquiries and follow-up questions may be grounds for removal from the platform.

      A Venue and a prospective event organizer can exchange messages to finalize the booking details (dates, times, areas within the Venue, special requests, food orders, open bar sales, etc.). Once finalized, the Venue will need to submit an offer to the event organizer (the “Sent Offer”) with all details shown. Based on your inputs, our system will generate a detailed summary showing all costs that the event organizer must pay, all fees being charged by PRVT, as well as information about cancellations and cancellation fees (see more information below). You should review the offer details carefully to make sure you understand what the event organizer client is obligated to pay, and what fees PRVT is charging to facilitate the booking.

      Once this Sent Offer is received and accepted by the Event Organizer, it will become a booked event in the system. You understand that PRVT will assume without further inquiry, unless it is manifestly obvious not to be the case, that the individual interacting without event organizers on your behalf, making commitments regarding events and negotiating and receiving payments relating to the same has been properly authorized by you to perform all such actions. You agree that this booking will honored like any business contract, and will only be cancelled by you in the event of an emergency, such as a sustained power outage or natural disaster.

      Note that Venue Admins will not be auto-logged off the VA Site, even if there is a cessation of use for an extended period of time. To log off, they will have to do so manually by clicking on the Log-out link on the Site. If the device being used to access the VA Site is shared among multiple users, please make sure that all authorized Venue Admins understand that they should log-off after each use session.

    2. How Event Organizers Will Find and Interact with You

      Event Organizers seeking an appropriate venue for an event may search Pvt Party’s network of event venues for the right spot. Venues available through PRVT will include dedicated event spaces, beverage-focused venues (e.g., bars, lounges), dining venues (e.g., restaurants), and activities-focused venues (e.g., bowling, karaoke, etc.), or of course some combination of the foregoing. As discussed above, event organizers may (1) send requests to multiple venues, (2) negotiate terms with each Venue, (3) receive an offer from Venues and (4) then accept such offers. Accepting an offer may obligate the event organizer to pay certain fees, some of which may be payable at the time of booking and some which may be payable directly at the Venue. Venues are required to display their fees directly on their profiles or in a Sent Offer (with the latter taking precedence), and event organizers will be encouraged to review any offer received to ensure that they understand the fees being charged by the Venue.

      In using the Site event organizers will be able to make the following kinds of reservation requests of venues, or some combination of the following kinds of reservation requests, depending on the Venue:

      1. “Free” Booking: event organizers do not pay anything to the venue simply for the reservation (with the expectation being that the event organizer and his or her guests will spend money at the Venue, e.g., drinks from a cash bar, food à la carte or activities). Under this booking, event organizers will be expected to bring at least the number of guests specified in their Offer; if they deviate from this number of guests by more than 50% (percentage subject to change), they may be subject to a cancellation fee or disqualification from further use of the Site.
      2. Rental Fee Booking:: event organizers pay an hourly, daily or flat fee to the applicable venue (collected by PRVT at the time of reservation and subject to a 15% commission on the fee payable to PRVT) for a booking during reserved time. The Venue may choose the portion of the payment required upfront (the “Initial Payment”), specified as a percentage, but such Initial Payment must be between 5% and 100% of the total offered rental fee due. The Venue can also set the number of future payments and their due dates required from the event organizer to fulfill the full rental fee payment obligation. All rental fee payments must be collected by PRVT. PRVT will pay out to the Venue the net rental fee owed to the Venue, less the PRVT commission of 15%, within 2-3 days of PRVT’s collection of such payment, provided that the Venue has a Stripe account and that their Stripe credentials have been provided on the VA Site. If the Venue does not have a Stripe account, PRVT will pay out the net rental fees via PayPal or check, at the Venue’s discretion.
      3. Open Bar Booking: if a venue has an onsite liquor sales operation, event organizers and a venue may agree to a booking in which the event organizer purchases an open bar for a specified time period for a set number of people. Fees for this booking shall be collected directly by the Venue (possibly before the event, but often at the event itself). Event organizers will be informed that when they accept a booking Offer for an Open Bar booking, they will – upon such acceptance – be legally responsible for fees payable to the venue for this type of booking. If, for any reason, an event organizer defaults on any such payment obligation he or she may be subject to – in addition to the open bar fee which was the subject of the default – a cancellation fee. PRVT collects a 10% commission on the pre-tax, pre-gratuity amount of the Open Bar sale agreed to by the event organizer.
      4. Minimum Spend – Food/Beverage/Staff Booking: if a venue has an onsite catering operation, event organizers and the venue may agree to a minimum dollar amount with the venue in order to secure a booking. Like the Open Bar booking, event organizers will be informed that when they accept an Offer for a Minimum Spend booking they will – upon such acceptance – be legally responsible for fees payable to the Venue for this type of booking. If, for any reason, an event organizer defaults on any such payment obligation he or she may be subject to – in addition to the minimum spend commitment which was the subject of the default – a cancellation fee.

      Importantly, once an event organizer has engaged with you through the Site relating to a proposed event, e.g., by having contacted you regarding such event as a result of a search on the Site, having received an Offer from you relating to such event or otherwise discussing such event with you, the event, including any “up-sells” relating to the same (for example, modifying a booking to include additional food or beverage expenditures), must be booked through the Site and in no event between you and any event organizer who has so engaged with you independent of the Site. PRVT intends to use commercially reasonable means to monitor the foregoing to ensure compliance.

    3. Additional Fees; Security Deposits

      In addition to the fees outlined above, Venues reserve the right to charge additional fees to cover staff and materials for event clean-up, preparation, security or serving of outside food or beverages (such as dessert, outside wine, etc.), in each case as long as the Venue enumerated such fees in its Offer to the event organizer (under appropriate headings such as “plating fees”, “corkage fees”, doorman reimbursements”, “clean-up fees”, etc). Any such additional fees will be paid directly by the event organizer to the Venue. Venues may also require a security deposit, which may be paid directly to the Venue or collected by PRVT, at the venue’s discretion, to protect the Venue against damage during the event, as long as the Venue (1) has enumerated such requirement in its written Offer to the event organizer and (2) has first obtained PRVT’s prior written approval for the same via an email from [email protected]. To be clear any such security deposits are for property damage only and unrelated to and not to be applied to satisfy any Cancellation Fee due from an event organizer; Cancellation Fees are intended by PRVT to replace any requirement for a Security Deposit relating to cancellation. Venues may also require event organizers to provide proof of insurance covering the event, again provided that such requirement is conveyed in writing to the event organizer in the written Offer.

    4. Your Obligations to Event Organizers and Rights of the Event Organizer

      PRVT is committed to providing its event organizer clients with a high-quality experience. Accordingly, Venues will be held to certain conduct standards as follows:

      • You agree to honor a booked reservation except in case of emergencies (property damage, power outage, extreme weather, etc.). Under no circumstances will you be permitted to cancel an event because you have a more lucrative or otherwise more desirable booking opportunity.
      • You agree to provide adequate staffing for the expected attendance at the event.
      • You agree to prepare and clean the space to its normal level of preparation prior to the event, and to make sure that the preparation work is complete at least 30 minutes before the scheduled start time.
      • If you set up your Venue listing to show that “Outside Decoration is Allowed”, you must provide access prior to the event for the event organizer to install such decorations if requested by event organizer (you may charge a nominal fee for allowing such option, but must state the fee up front in the Offer).
      • If you set up your Venue listing to show that “Outside Birthday Cake is Allowed” and an event organizer requests this option, you must provide instructions to event organizers that include outside food guidelines, e.g., regarding cutlery, plates, forks, etc., in the Offer.
      • You will not discriminate against event organizers or their guests on the basis of race, creed, gender, sexual preference, religion or disability.
      • You will use commercially reasonable means, consistent with standards in the industry, to guard against underage drinking at any event; and, in no event will you knowingly serve alcoholic beverages to minors.

    5. Cancellations

      If a venue so elects, it may offer a full-refund cancellation window as a component of its Sent Offer. Specifically, if cancellation occurs within the window, all previously paid fees relating to an event will be refunded to the event organizer and any event organizer commitments to the Venue, e.g., for Minimum Spends or Open Bar expenditures, will be VAided. You will specify the cancellation window when you send an Offer. If the Event Organizer cancels after the cancellation window has closed, or simply doesn’t show up for an event, a Cancellation Fee will be due. Such Cancellation Fees will be subject to a fee split with PRVT. PRVT will take a 15% commission, to be deducted from any Cancellation Fees or forfeited rental fees collected by PRVT in conjunction with a booking.

      PRVT’s technology cannot account for situations where an event organizer’s card is invalid at time of charging, or if the card is over-the-limit. Accordingly, PRVT cannot be held responsible for failing to collect a Cancellation Fee in certain circumstances.

    6. Limitations of Service

      There are certain limitations applicable to your use of the Site which we want to set forth below, in addition to the more general limitations set forth below in the Legal Terms below. Namely, in using PRVT you acknowledge and agree as follows:

      • PRVT shall provide you with limited support via e-mail and chat on the day of an event, but we are not responsible for any shortcomings by or the behavior of the event organizer or any of its guests, including event organizer no-shows or damages, whether in the form of property or bodily harm, relating to your premises, employees or other personnel. In short, YOU BOOK EVENT ORGANIZERS AND ALLOW ACCESS TO THEM AND THEIR GUESTS AT YOUR OWN RISK; ONCE AN EVENT IS BOOKED THROUGH OUR SITE WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY WHATSOEVER FOR THE EVENT ITSELF OR ANY DAMAGES TO YOUR PREMISES, EMPLOYEES OR OTHER PERSONNEL ARISING FROM THE EVENT. Without limiting the generality of the foregoing, as a condition of the use of the Site, you agree to indemnify and hold harmless PRVT and its affiliates and their respective partners, members, managers, directors, officers, agents, consultants and employees (collectively, “Indemnified Parties”) from and against any and all liabilities, expenses (including reasonable attorneys’ fees and costs of investigation) and damages arising out of claims against any Indemnified Party by any event organizer or any of his or her guests relating to or arising from any event accommodated in your venue by you.
      • In the case of private venues, you're expected to provide access to event organizers to inspect your space so they may determine its suitability for their event upon reasonable notice. Of course, you may require that any such visits are limited to times that are reasonably convenient for you.
      • In making your Venue available to event organizers through PRVT, you are representing and warranting to PRVT Party and to such event organizers that you maintain adequate insurance coverage (casualty and liability) relating to your premises and events therein consistent with standards generally in your industry and the types of events you typically book.
      • AS BETWEEN YOU AND PRVT, YOU HAVE SOLE RESPONSIBILITY FOR EVENTS WHICH ARE BOOKED THROUGH OUR SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AS BETWEEN YOU AND PRVT YOU RELEASE PRVT FROM AND WAIVE ANY AND ALL CLAIMS AGAINST PRVT RELATING TO OR ARISING FROM ANY EVENT BOOKED THROUGH OUR SERVICE, INCLUDING WITHOUT LIMITATION ANY CLAIMS FOR CONTRIBUTION, IN EACH CASE EXCEPT TO THE EXTENT ANY LIABILITY IS CAUSED BY PRVT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE EXTENT ANY LIABILITY TO AN EVENT ORGANIZER OR A GUEST AT ANY EVENT ARISES FOR ANY REASON, SUCH LIABILITY SHALL BE BORNE SOLELY BY YOU EXCEPT TO THE EXTENT SUCH LIABILITY ARISES FROM PRVT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

  2. LEGAL TERMS

    Agreement between PRVT and You

    1. Introduction; Changes to Terms

      This site and/or the mobile application (the “Site”) is operated by PRVT Party LLC referred to herein as (“PRVT,” “us,” or “we”). PRVT offers this Site to you conditioned on your acceptance without modification of the terms, conditions, and notices contained in these Terms of Use. Your use of this Site constitutes agreement to all of these Terms of Use. PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SITE SINCE THEY GOVERN YOUR USE OF THE SITE. IF YOU DO NOT AGREE TO THE TERMS STATED BELOW, YOU MAY NOT USE THE SITE.By using the Site, you represent and warrant that you are at least the age of majority in your state of residence. If you are not the age of majority in your state, you do not have permission to use the Site without parental consent.

      PRVT reserves the right, at any time and in its sole discretion, to change these Terms of Use in whole or in part, by posting revised Terms of Use on this Site. Where practicable, we shall provide you with thirty (30) days’ notice of any material changes to this Site. You are responsible for reviewing, agreeing to, and complying with the Terms of Use in effect at the time you use this Site. Your continued use of this Site constitutes acceptance of the Terms of Use then in effect. You understand and agree that PRVT may discontinue or restrict your use of the Site at any time for any reason or no reason with or without notice.

    2. Access to this Site

      We will provide access to the Site to our users, their affiliates, and their respective employees, contractors, and/or bona fide existing or potential representatives authorized to use our services. We provide such access through unique logon identifiers and passwords (collectively, the "Logon"). You will: (a) be responsible for the security and/or use of your Logon; (b) not disclose such Logon to any person or entity; (c) not permit any other person or entity to use your Logon; (d) immediately notify us of any known or suspected unauthorized use of a Logon or any other breach of security; and (e) use the Site in accordance with the terms and conditions of these Terms of Use. You are further responsible for all activities and all actions taken with or within your Logon, and we will not be liable for any loss or damage arising from any unauthorized use of your Logon credentials. We may revoke access, in our sole discretion, to any Logon that violates these Terms of Use or otherwise utilizes such credentials to disrupt or otherwise harm our Site, our systems or the systems of others.

    3. Information on this Site

      PRVT makes no express or implied representation or warranty about the accuracy, completeness, reliability, or timeliness of information provided on this Site. You should not use or rely on the information on this Site as the sole basis for making decisions. Instead, you should consult primary sources of information that are more accurate, complete, reliable, and timely. You agree that you have responsibility to monitor changes to this Site. PRVT reserves the right to modify this Site at any time without notice, but does not undertake any responsibility to update or correct the Site.

    4. Use of Site Content

      This Site and all of its content are the exclusive property of PRVT and its licensors and service providers. This includes, without limitation, all text, design, graphics, videos, logos, images, icons, downloads, interfaces, code, and software, and the selection and arrangement thereof. This Site and all of its content are protected individually and as a compilation by copyright, trademark, and other applicable laws of the United States and other countries, and PRVT reserves all its rights thereunder. All trademarks, service marks, trade dress, and logos on this Site are the property of PRVT or their respective owners (such as venues which are allowed to place their brands and/or logos on the Site or the applicable pages thereof for marketing and/or promotional purposes). Nothing on this Site shall be construed as granting any license or right to use any trademark, service mark, trade dress or logo without the owner’s prior written permission, except as otherwise expressly stated herein. PRVT makes no warranty or representation that your use of this Site will not infringe rights of third parties.

      PRVT allows Site users to access, download, print, and copy the material contained on this Site for their use in connection with our services, provided that such use must be limited to what is reasonably necessary for such purposes, and that users must not modify or delete any copyright, trademark, or other proprietary notice on such material. PRVT expressly prohibits any other use of content of this Site, including without limitation copying, uploading, modifying, distributing, publishing, transmitting, reverse engineering, selling, licensing, or creating derivative works from any content of this Site or the PRVT services described herein. Any use of content of this Site for purposes competitive to PRVT is expressly prohibited. PRVT also expressly prohibits any use of any hardware, device, software, or routine to damage or interfere with this Site or its operation or to gain unauthorized access to any hardware, software, system, or data.

      PRVT prohibits anyone from framing this Site or its content or using our Site content or proprietary marks as meta tags, except with our prior written consent. This prohibition covers all framing and “hidden text” techniques and technology.

    5. Materials Contained on Your Venue Profile

      Your use of this Site constitutes acknowledgement that you are responsible for any material that you submit via this Site or that is displayed on your dedicated Venue profile, as shown on the Event Organizer-Facing Site. Your responsibility includes without limitation assuring the legality, ownership of and truthfulness of and intellectual property and other rights to the information, images and text that are displayed on your venue profile. You may not submit false or misleading information about your identity or contact addresses or the origin of the material you are submitting, including when registering and submitting content using the Site. You are prohibited from submitting, uploading, publishing, or otherwise distributing in connection with this Site any content that (i) may violate any law or give rise to liability; (ii) may violate or infringe on the rights of any party, including without limitation intellectual property rights and rights to privacy; (iii) is false, fraudulent, libelous, defamatory, obscene, sexually oriented, profane, threatening, harassing, abusive, or otherwise objectionable; (iv) is confidential or proprietary to a third party without their authorization; or (v) may contain malware, spam, commercial content, political campaigning, or chain letters.

      Submission of personal information to PRVT or its service providers and use of that information by PRVT are subject to the Privacy Policy posted on this Site. By either (i) submitting any material to PRVT via this Site or via electronic mail or (ii) allowing such material to be displayed on the Site, you are granting PRVT and its affiliates an unrestricted, non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, display, publish, reproduce, modify, adapt, translate, distribute, and create derivative works from such material throughout the world in any media, including, but not limited to, use in promotional advertising. You further agree that PRVT and its affiliates are free to use any ideas, concepts, or know-how specifically regarding the services provided on the Site that you or individuals acting on your behalf provide to us. You grant PRVT and its affiliates in their discretion the right to use the name you submit in connection with such material. With respect to all material you submit, you represent and warrant that (i) it is accurate; (ii) you own or otherwise control all the rights to it; (iii) its use does not violate any provision of these Terms of Use; (iv) its use will not cause injury to any person or entity; and (v) you will indemnify and hold harmless PRVT, its affiliates, and its respective directors, officers, members, managers, shareholders, employees, contractors and subcontractors, agents, licensors, service providers, and suppliers for all claims resulting from it.

    6. Links

      As a convenience to you, this Site may contain links to other sites operated by PRVT, its affiliates, or third parties. Different terms and conditions may apply to your use of linked sites. PRVT is not responsible for the content, security, operation, or use of any linked sites operated by others or the services that may be offered or obtained through those sites. Inclusion of links to other sites should not be viewed as recommendation, approval, or endorsement of those sites or their content by PRVT. PRVT is not responsible for any harm, loss, damages, or other liabilities incurred as a result of your use, purchase of goods, services, or any resources, content or other transactions made in connection with linked sites. Please review carefully any such third party’s policies, practices and related terms and conditions of service and make sure you understand them before you engage in any transaction.

    7. Disclaimers

      YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. THIS SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PRVT DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO (I) THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (II) ANY WARRANTIES REGARDING TITLE AND NONINFRINGEMENT; AND (III) ANY WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING. PRVT MAKES NO REPRESENTATION OR WARRANTY THAT (A) THIS SITE OR ANY TECHNOLOGY ASSOCIATED WITH IT WILL BE SECURE OR FREE FROM MALWARE; (B) ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE; (C) INFORMATION ON THE SITE WILL BE ACCURATE, COMPLETE, OR TIMELY; OR (D) USE OF INFORMATION OR MATERIALS ON THIS SITE WILL BE ADEQUATE, USEFUL, RELIABLE, OR SUITABLE FOR ANY PURPOSE. NO ORAL OR WRITTEN ADVICE OR INFORMATION YOU MAY OBTAIN FROM PRVT OR THROUGH OR FROM THIS SITE SHALL CREATE ANY WARRANTY OF ANY KIND. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM YOUR USE OF THIS SITE, INCLUDING WITHOUT LIMITATION FROM UPLOADING OR DOWNLOADING ANY MATERIALS TO OR FROM THIS SITE.

      THE LAWS OF CERTAIN JURISDICTIONS MAY NOT PERMIT THE DISCLAIMER OF WARRANTIES. IN SUCH A JURISDICTION, THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.

    8. Limitation of Liability

      YOU ACKNOWLEDGE AND AGREE TO ALL OF THE FOLLOWING: (I) THIS SITE IS MADE AVAILABLE TO YOU IN CONNECTION WITH OUR SERVICES AND SUBJECT TO THESE TERMS OF USE AND CONDITIONS CONTAINED HEREIN; (II) YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THIS SITE; (III) USE OF THIS SITE IS AT YOUR OWN RISK; (IV) ANY INFORMATION YOU SEND OR RECEIVE MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES; AND (V) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN WRITTEN AGREEMENTS EXECUTED BETWEEN US, NEITHER PRVT, NOR ITS AFFILIATES, SUPPLIERS, OR THIRD-PARTY CONTENT PROVIDERS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS SITE OR ANY OTHER SITE YOU ACCESS THROUGH A LINK OR INFORMATION ON THIS SITE OR FROM ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US, OR ANY DELAY OR INABILITY TO USE THIS SITE, OR FROM ANY INFORMATION OR SERVICES ADVERTISED IN OR OBTAINED THROUGH THIS SITE, THE REMOVAL OR DELETION OF ANY MATERIALS POSTED ON OR SUBMITTED TO THIS SITE, THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, THE STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR SITE, RELIANCE ON CONTENT, USER SUBMISSIONS, AND/OR OTHER SUBMISSIONS ON OUR SITE, OR ANYTHING OTHERWISE ARISING OUT OF THE USE OF THIS SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF PRVT, ITS AFFILIATES, SUPPLIERS, OR THIRD-PARTY CONTENT PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

      THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY ERROR, OMISSION, DEFECT, FAILURE OF PERFORMANCE, INTERRUPTION, DELETION, DELAY, MALWARE, DATA CORRUPTION, OR NETWORK OR SYSTEM OUTAGE RELATING TO THIS SITE. THIS DISCLAIMER ALSO APPLIES TO ANY TANGIBLE OR INTANGIBLE LOSS, INCLUDING WITHOUT LIMITATION ANY LOSS OF YOUR OR ANY THIRD PARTY’S PROFITS, AND ANY THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS, OR USE OF ANY RECORD OR DATA. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT PRVT, ITS AFFILIATES, AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY ACTS OF ANY THIRD PARTY IN CONNECTION WITH THIS SITE, INCLUDING WITHOUT LIMITATION ANY ILLEGAL, DEFAMATORY, OFFENSIVE, OR UNAUTHORIZED CONDUCT BY ANY USER OF THIS SITE.

      IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE REMEDY IS TO DISCONTINUE USE OF THIS SITE. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION IS PERMANENTLY BARRED.

      SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OR LIMITATION ON HOW LONG AN IMPLIED WARRANTY LASTS. IN SUCH JURISDICTIONS, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

    9. Indemnification

      You agree to indemnify, defend, and hold harmless PRVT, its affiliates, and each of their respective directors, officers, members, managers, shareholders, employees, contractors and subcontractors, agents, licensors, service providers, and suppliers (collectively, the "Indemnified Parties") from and against any and all losses, liabilities, expenses, damages, and costs, including reasonable attorneys’ fees and court costs, arising or resulting from your use of this Site or any violation of these Terms of Use. If you directly or indirectly cause a technical disruption of the Site or the systems making the Site available to you or others, you agree to be responsible for any and all losses, liabilities, expenses, damages, and costs, including reasonable attorneys’ fees and court costs, arising or resulting from that disruption. PRVT reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with PRVT in the defense of such matter.

    10. Release

      ALL USERS OF THE SITE ACKNOWLEDGE AND AGREE THAT PRVT AND EACH OF THE INDEMNIFIED PARTIES ARE RELEASED, DISCHARGED, AND HELD HARMLESS FROM ANY AND ALL LIABILITY FROM THIRD-PARTY CLAIMS MADE IN CONNECTION WITH THE SITE, INCLUDING, WITHOUT LIMITATION, WRONGFUL DEATH AND PERSONAL INJURY, MONEY DAMAGES, OUT-OF-POCKET AND COURT COSTS, ATTORNEY’S FEES, DAMAGE TO TANGIBLE PROPERTY OR REPUTATION, INCLUDING, WITHOUT LIMITATION, LIBEL, DEFAMATION, RIGHT OF PUBLICITY AND INVASION OF PRIVACY. PRVT AND EACH OF THE INDEMNIFIED PARTIES RESERVE THEIR RIGHTS TO ALL FORMS OF EQUITABLE AND LEGAL RELIEF RELATED TO FRAUD OR ILLEGAL ACTIVITY CONNECTED TO THE USE OF THE SITE.

    11. Jurisdiction and Applicable Law

      These Terms of Use and your use of this Site are governed by such laws or by the laws of the United States and the State of New York. By using this Site, you irrevocably consent to the jurisdiction of the courts located in the State of New York, New York County for any action arising out of or relating to use of this Site or to these Terms of Use.

      We recognize that this Site may be accessed from anywhere in the world, and that the laws of the jurisdictions in which some users are located may differ substantially from those of the United States and the State of New York. Users should be aware that data related to this Site is hosted in the United States. Because we cannot practicably prevent users in different jurisdictions from accessing the Site, you are responsible for knowing and complying with the laws of your jurisdiction. If such laws conflict with your use of this Site or any of its content, this Site is not intended for you, and we ask you not to use it. Any offer of services made on the Site is void where prohibited.

      You acknowledge and agree that licensed materials found on this Site are subject to the U.S. Export Administration Laws and Regulations. Diversion of such licensed materials contrary to U.S. law is prohibited. You agree that none of the licensed materials, nor any direct product therefrom, is being transferred, directly or indirectly, to proscribed or embargoed countries or their nationals. Proscribed countries are set forth in the U.S. Export Administration Regulations. Countries subject to U.S. embargo are: Cuba, Iran, Iraq, North Korea, Syria, and the Sudan. This list is subject to change without further notice from PRVT, and you must comply with the list as it exists in fact. You certify that you are not on the U.S. Department of Commerce’s Denied Persons List or affiliated lists or on the U.S. Department of Treasury’s Specially Designated Nationals List. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export the licensed materials as may be required.

      Any of our technology for or on behalf of the United States of America, its agencies and/or instrumentalities (”U.S. Government”), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software — Restricted Rights at 48 CFR 52.227-19, as applicable.

    12. Entire Agreement, Admissibility, and Severability

      These Terms of Use and any policies or operating rules posted on this Site constitutes the entire agreement and understanding between PRVT and you with respect to the subject matter thereof and supersede all prior or contemporaneous oral or written communications or proposals between PRVT and you with respect to such subject matter; provided that any written contractual agreement with PRVT in connection with provision of any services supersedes any contrary information on this Site. You agree and acknowledge that your use of this Site does not make PRVT your agent for any purpose, and that no agency, partnership, joint venture, or similar relationship exists, or is intended to exist between you and us by virtue of your use of this Site or the content thereof. You agree that, except as expressly provided in these Terms of Use, there shall be no third-party beneficiaries to these Terms of Use. A printed version of these Terms of Use shall be admissible in any judicial or administrative proceeding based on or relating to this Site or its use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

      If any provision of these Terms of Use is determined by a competent court with jurisdiction in the matter to be invalid, unenforceable, or void pursuant to applicable law, that determination shall not invalidate or void the remainder of these Terms of Use, and the parties agree and intend that these Terms of Use shall be amended by changing the offending provision only as far as is necessary to make it valid, legal, and enforceable while preserving its intention or, if such modification is not possible, the parties will substitute another provision that is valid, legal, and enforceable to achieve, as far as possible, the same results between the parties.

    13. Termination or Restriction of Access

      PRVT reserves the right to remove or bar any person from this Site and prevent anyone from uploading or downloading materials to or from this Site, without notice and in PRVT’s sole discretion. PRVT also reserves all other rights it may have, including without limitation the right to seek any other relief to which PRVT may be entitled by law or in equity.

    14. No Waiver

      You agree that any failure by PRVT to enforce any provision of these Terms of Use or respond to a breach by you or another party does not in any way waive our right to enforce subsequently any provision of these Terms of Use or any right of PRVT or to act with respect to similar breaches.

    15. Notice of Copyright Infringement

      If you believe in good faith that your copyrighted work has been reproduced on or linked to without authorization in a way that constitutes copyright infringement, please provide notice to PRVT Party Operations Manager at [email protected]. Your notice should include the following information: (i) identification of the copyrighted work claimed to have been infringed; (ii) identification of the allegedly infringing material on the PRVT Site that is requested to be removed; (iii) your name, address, daytime telephone number, and email address so that we may contact you if necessary; (iv) a statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law; (v) a statement that the information in the notice is accurate and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of an exclusive copyright that is allegedly infringed; and (vi) an electronic or physical signature of the copyright owner or someone authorized on the owner’s behalf to assert infringement of the copyright and submit the statement.

    16. Contact Us

      If you have any questions or comments about these Terms of Use or this Site, you may contact us using any of the following methods:

      Email: [email protected]

      Mail or Courier:

      Prvt Party LLC
      12 Harrison Street, 5th Floor
      New York, NY 10013

      Last updated: June 6, 2019