ORSVP LLC (“Company”) respects your privacy, is seriously committed to protecting the privacy of its users (“Users”) and has published this Privacy Policy to explain how Company treats information you submit to Company. Please read this Privacy Policy carefully prior to your access to and/or use of www.ORSVP.com (the “Site”) and your registration for or use of the Service. If you do not agree to abide by this Privacy Policy, please do not access or use the Site or Service.
By submitting information to Company, or by accessing or using the Site or Service, you are accepting the practices described in this Privacy Policy and the Terms of Use. This Privacy Policy is governed by the Terms of Use, which includes all disclaimers of warranties and limitation of liabilities. All capitalized terms not defined in this Privacy Policy will have the meaning set forth in the Terms of Use.
SERVICE ELIGIBILITY
You represent and warrant that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement. By accessing the Site and using the Service you agree that you are eighteen (18) years of age or older. If your access or use of the Site or Service is prohibited or restricted in any way by the laws, regulations or other governmental requirements of the jurisdiction in which you live, or if, for any reason and at any time, you do not agree with this Privacy Policy, please discontinue using our Site and Service immediately. If you are under 18 years of age, then please do not use the Site or Service.
INFORMATION WE COLLECT
You acknowledge that Company may collect and process “personal information” (i.e. information that could be used to contact you or could be directly associated with you without the aid of additional information, such as your full name, user name and password, address, phone number or e-mail address) as well as “demographic and usage information” (i.e. information that you submit, or that we collect, that is not personal information but necessary for the proper functioning of our Service, such as the date regarding the start and end and the extent of your usage of the Service and your preferences), in connection with the Service. Information collected by Company may be stored and processed in the United States or any other country in which Company or its agents maintain facilities. You consent to any such transfer of information outside of your country, where data protection laws may be different. Company makes no representation or warranty with respect to any duty to permanently store any personal information you may provide. By accessing our Site and providing us with personal information, you waive any claims that may arise under your own or any other local or national laws, rules or regulations or international treaties. We may from time to time, transfer or merge your personal information collected off-line to our online databases or store off-line information in an electronic format. We may also combine personal information we collect online with information available from other sources, including information received from our advertisers and promotional partners. This Privacy Policy applies to your personal information for as long as your personal information is in our possession, even if you terminate or discontinue your use of the Service.
CHANGING, UPDATING OR REMOVING PERSONAL INFORMATION
You may request a change to or update the personal information you choose to provide directly to Company by contacting Company via email at [email protected]. We will be happy to review, update or remove information if deemed inappropriate. We may still retain your information to resolve disputes, enforce our user agreement, or comply with legal requirements; in this case, your personal information will not be used for any other purpose.
USE OF PERSONAL INFORMATION
Company uses your personal information to identify you and to improve and customize the content you see on the Site. Your personal information may also be aggregated and used by Company for market research, project planning, troubleshooting problems, detecting and protecting against error, fraud or other criminal activity, to enforce the Terms of Use or any applicable Rules, for other internal purposes, and as otherwise described to you at the time of collection. Company will obtain your consent for any use of your personal information beyond those set forth in this Privacy Policy and the original uses for which you provided your consent. You agree that Company may use personal information about you to analyze Site usage, improve or customize Company’s Service, customize the Site’s content, and as otherwise set forth in this Privacy Policy. You also agree that Company may use your personal information to contact you. Unless you specifically opt out, you also agree that Company may use your personal information to contact you and deliver information to you that, in some cases, is targeted to your interests, such as targeted banner advertisements, administrative notices, product offerings, and communications relevant to your use of the Site or the Service. By accepting the Terms of Use and this Privacy Policy, you expressly agree to receive this information, unless you specifically opt out in applicable circumstances.
Any personal information or content that you voluntarily disclose online may become publicly available and may be collected and used by others. Any content that you submit to the Site may be redistributed through the Internet and other media channels, and may be viewed by the general public.
DISCLOSURE OF PERSONAL INFORMATION
Except as expressly provided herein, absent your prior consent, Company does not share your personal information with any unrelated third parties. Additionally, Company does not permit unrelated third parties to perform “reverse searches” whereby they could identify users from email addresses. In addition, the following describes some of the ways that your personal information may be disclosed in the normal scope of business to provide you with the Service:
Advertisers. Company may aggregate personal information and disclose such information in a non-personally identifiable manner to advertisers and other third parties for their marketing and promotional purposes. However, in these situations, Company does not disclose to these entities any information that could be used to identify you personally without your explicit consent.
External Service Providers. There are a number of separate services offered by third parties that Company refers to as external service providers that may be complementary to your use of the Site or the Service. If you choose to use these separate services, disclose information to the external service providers, and/or grant them permission to collect information about you, then their use of your information is governed by their privacy policy. With your consent, and for your convenience, Company may provide some of your personal information to an external service provider offering such services. To prevent Company’s disclosure of your personally identifiable information to an external service provider, you can decline such consent or simply not use their services. Because Company does not control the privacy practices of these third parties, you should evaluate their practices before deciding to use their services.
Internal Service Providers. Company may use third parties that Company refers to as internal service providers to facilitate or outsource one or more aspects of Company’s business, products and Service that Company provides to you and, therefore, Company may provide some of your personal information directly to these internal service providers. In some instances, the internal service provider may collect information directly from you. In these cases, you will be notified of the involvement of the internal service provider. If you provide additional information to an internal service provider directly, then their use of your personally identifiable information is governed by their applicable privacy policy.
Notwithstanding the foregoing, Company reserves the right, and you authorize Company, to share or disclose your personal information, including, without limitation, any content, records or electronic communications of any kind, when Company determines, in its sole discretion, that the disclosure of your personally identifiable information is necessary to identify, contact, or bring legal action against you if:
you are or may be violating the Terms of Use, this Privacy Policy or any applicable Rules;
you are interfering with Company’s or a third party's rights or property;
you are violating any applicable law, rule or regulation;
necessary or required by any applicable law, rule or regulation; and/or
requested by governmental authorities in the event of any investigation, act of terrorism or instance of local, regional or national emergency.
In addition, Company cannot ensure that all of your private communications and other personal information will never be disclosed in ways not otherwise described in this Privacy Policy. By way of example, without limiting the foregoing, Company may be forced to disclose personal information to the government or third parties under certain circumstances or third parties may unlawfully intercept or access your transmissions or communications. Therefore, although Company uses industry standard practices to protect your privacy, Company does not promise, and you should not expect, that your personally identifiable information or private communications will always remain private. However, Company shall use reasonable commercial and legal efforts to protect its users’ information and to maintain the privacy and anonymity of users.
In the event of a merger, acquisition, sale of substantially all of its assets or change of control of Company, personal information collected by Company about you will be considered a business asset and will be transferred to the applicable new entity.
NEWSLETTERS AND MARKETING COMMUNICATIONS
Company maintains a strict “no-spam” policy. If you register for the Service, you may receive Company’s newsletter, notices and/or special offers via email, unless you have requested otherwise at the time of registration or as set forth below.
You may unsubscribe from Company’s electronic newsletters, notices and/or special offers at any time by following the instructions contained at the end of every such email, or if a third- party vendor provides Company’s newsletter, in accordance with the instructions provided by such third party. While all efforts are made to insure this information is viewable in all email browsers, there may be cases where certain email browsers do not display the unsubscribe information correctly. If you are having problems unsubscribing please forward the entire newsletter to [email protected] with the word “UNSUBSCRIBE” in the Subject line and you will be removed within seven (7) business days. Please note that direct replies to any newsletter are processed by computer and are not always viewed by a human.
COOKIES
“Cookies” are alphanumeric identifiers in the form of text files that are inserted and stored by your web browser on your computer’s hard drive. Company and third party advertisers may set and access cookies on your computer to track and store preferential information about you. Company and third party advertisers gather anonymous information about their users through cookie technology on an aggregate level only. Such aggregated information is used within Company’s internal organization and is only shared with third party advertisers on an aggregated and non-personally identifiable basis.
WEB BEACONS
Web Beacons, also known as pixel tags and clear GIFs, (“Web Beacons”), are electronic images that allow a website to access cookies and help track marketing campaigns and general usage patterns of visitors to those websites. Web Beacons can recognize certain types of information, such as cookie numbers, time and date of a page view and a description of the page where the Web Beacons are placed. No personally identifiable information about you is shared with third parties through the use of Web Beacons on the Site. However, through Web Beacons, we may collect general information that will not personally identify you, such as: Internet browser, operating system, IP address, date of visit, time of visit and path taken through the Site.
Internal use of Web Beacons. Company may use Web Beacons internally to count visitors and recognize visitors through cookies. Access to cookies helps Company personalize your experience when you visit the Site.
Email. Company may include Web Beacons in HTML-formatted email messages that Company sends to you. Web Beacons in email messages help Company determine your interest in and the effectiveness of such emails.
External use of Web Beacons. Company may also use Web Beacons externally. For example, Company may report aggregate information about visitors, such as demographic and usage information, to its affiliates and other third parties. Company may also include other company’s Web Beacons within the Site.
AD NETWORKS
Company may allow third parties to display advertisements on the Site. Company and these third parties may use tracking technologies, such as cookies and Web Beacons, to collect information about users who view or interact with these advertisements and utilize the Site and/or Service. Company, its partners and/or advertisers may use third party ad servers to serve or present the ads that appear on the Site and to conduct research about the advertisements. Any of these ad servers may collect non-personal information, such as your browser, operating system, date/time of viewing, IP address and clickstream data. Company cannot control the activities of such advertisers or web sites. PLEASE NOTE THAT THIS POLICY DOES NOT COVER THE COLLECTION AND USE OF INFORMATION BY SUCH AD SERVERS.
LINKS TO THIRD PARTIES
The Site may include links to third party websites. Such links are not an endorsement by Company of those websites and/or the products or services offered on those websites. Third party websites may have different privacy policies, and Company is not responsible for the privacy practices of those third party websites. If you click on a link to a third party website, Company encourages you to check the privacy policy of that website, as it may differ substantially from that of this Privacy Policy. Company makes no representations or warranties nor is Company responsible for the privacy policies of any websites other than the Site. If you decide to access any third party links appearing on the Site, you do so at your own risk.
TRANSMISSIONS, SUBMISSIONS AND POSTINGS
Company welcomes the submission of comments, information and feedback regarding the Site and the Service. However, Company does not want to receive certain kinds of information from you, including any confidential or proprietary information, without prior written consent of Company. Although Company does not regularly review your transmissions, submissions or postings, Company reserves the right (but not the obligation), at its sole discretion and at any time, to edit, refuse to post or remove your transmissions, submissions or postings. You hereby acknowledge and agree that Company may review transmissions, submissions or postings made by you to determine, in its sole discretion, your compliance with the Terms of Use, this Privacy Policy and any applicable Rules, and that Company shall have the unrestricted right to use such information for any purpose and without compensation to you.
SECURITY
Company takes a range of security measures designed to protect your personal information and keep it confidential (unless it is non-confidential by nature, for example, publicly-available information) and free from any unauthorized alteration. However, the internet by its nature is not a secure environment and the nature of security risks is constantly evolving, as are the technical and organizational industry standards relating to management of those risks. The complete security of any personal information collected, stored or used by us cannot therefore be guaranteed. If your account with a Social Network is hacked, this may lead to unauthorized access to and viewing of your photos, so be careful to keep your Social Network account information secure. In the unlikely event that an unauthorized third party compromises Company’s security measures, Company will not be responsible for any damages directly or indirectly caused by an unauthorized third party’s ability to view, use or disseminate such information.
OTHER TERMS
To review other applicable terms and conditions that apply to this Privacy Policy, including, without limitation, intellectual property rights, disclaimer of warranties, limitation of liability and resolving disputes, please review the Terms of Use.
CHANGES TO THIS PRIVACY POLICY
Company reserves the right, at its sole discretion, to update, amend and/or change this Privacy Policy without prior notice and at any time. Updates to this Privacy Policy will be posted here. You are encouraged to revisit this Privacy Policy from time to time in order to review any changes that have been made. Your continued use of the Site and Service following the posting of any such changes shall automatically be deemed your acceptance of all changes.
CHILDRENS’s PRIVACY
Protecting the privacy of young children is especially important. For that reason, Company does not knowingly collect or maintain personally identifiable information or non-personally-identifiable information on the Site from persons under 13 years of age, and no part of our Site is directed to persons under 13. If you are under 13 years of age, then please do not use or access the Site at any time or in any manner. If Company learns that personally identifiable information of persons under 13 years of age has been collected on the Site without verified parental consent, then Company will take the appropriate steps to delete this information.
SPECIAL NOTE TO INTERNATIONAL USERS
The Site is hosted in the United States. If you are a User accessing the Site from the European Union, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure, that differ from United States laws, please be advised that through your continued use of the Site, which is governed by U.S. law, this Privacy Notice, and our Terms of Use [link], you are transferring your personal information to the United States and you consent to that transfer.
IN THE EVENT OF MERGER, SALE, OR BANKRUPTCY
In the event that Company is acquired by or merged with a third party entity, or sells all or substantially all of its assets, we reserve the right, in any of these circumstances, to transfer or assign the information and content we have received and collected from our Users as part of such merger, acquisition, sale, or other change of control. In the unlikely event of our bankruptcy, insolvency, reorganization, receivership, or assignment for the benefit of creditors, or the application of laws or equitable principles affecting creditors' rights generally, we may not be able to control how your personal information is treated, transferred, or used.
QUESTIONS OR CONCERNS
If you have questions, comments, concerns or feedback regarding this Privacy Policy, please contact us via any of the methods set forth below:
Via e-mail [email protected]
TERMS AND CONDITIONS OF USE AGREEMENT
DESCRIPTION OF SERVICE, ACCEPTANCE OF TERMS, MODIFICATION ORSVP LLC (“Company”) provides users (“Users”) of the web pages located at https://orsvp.com (the “Site”) with a platform for the discovery and enjoyment of media and information about luxury events, fashion and dining, and other features, functions or services on the Site (collectively, the “Service”). This Terms and Conditions of Use Agreement (the “Agreement”) sets out the legally binding terms between you and Company. This Agreement applies to all Users of the Site or Service, including Users who submit any content, information or other materials on the Site. If you choose to use the Site or Service, you will be agreeing to abide by all of the terms and conditions of the Agreement. Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to this Agreement. In addition, when using particular Company services, you and Company may be subject to any additional terms, guidelines or rules applicable to such services, which may be posted from time to time (“Rules”). All such Rules are hereby incorporated by reference into this Agreement. Company may change, suspend or discontinue any aspect of the Service at any time, including the availability of any Service feature, database, or content. Company may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.
IF ANY OF THESE TERMS OR ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, DO NOT ACCESS THE SITE OR USE THE SERVICE. YOUR CONTINUED USE OF THE SITE AND SERVICE NOW, OR FOLLOWING THE POSTING OF NOTICE OF ANY CHANGES IN THIS AGREEMENT, WILL INDICATE ACCEPTANCE AND AGREEMENT BY YOU OF SUCH RULES, CHANGES, OR MODIFICATIONS.
PRIVACY
Your privacy is very important to the Company. Please review our Privacy Policy [link], which also governs your use of the Service, to understand our practices.
INTELLECTUAL PROPERTY
As between you and the Company, the Company is the owner of all intellectual property rights, including all copyrights, patents, trademarks associated with the Site and the Service, including all associated photographs, video logos, text, software and graphics. Further, as between you and the Company, the compilation of all content on the Site is the exclusive property of the Company. You agree not to use, display, reproduce, modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on any Company intellectual property, in whole or in part, without prior permission of the Company. Company respects the intellectual property rights of others and requires that our Users do the same. Accordingly, you must abide by all additional copyright notices or restrictions associated with any content on our Site or Service.
LICENSE AND SITE ACCESS
Company grants you a limited license to access and make personal use of the Site and the Service. You agree not to download (other than page caching) or modify the Site, or any portion of it except with express written consent of Company. This license does not include any resale or commercial use of the Site, the Service, or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. The Site is for the personal use of Users only and may not be used for any commercial endeavors except those may be specifically endorsed or approved by the management of Company from time to time. Illegal and/or unauthorized use of the Site or Service, including collecting usernames, email addresses or other information about Users by electronic or other means for the purpose of sending unsolicited email, unauthorized framing of or linking to the Site or other illegal purposes will be investigated. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from posts or accounts without notice and may result in termination or blocking of access privileges. Company will take appropriate legal action for any illegal or unauthorized use of the Site or the Service. The Site, Service, or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Company. You may not frame or utilize framing techniques to enclose any photograph, video, trademark, logo, or other proprietary content or information of Company without express written consent, except as otherwise provided and made available through the Site or the Service. You may not use any meta tags or any other “hidden text” utilizing Company’s name or trademarks without the express written consent of Company. Any unauthorized use terminates the permission or license granted by Company. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to Company so long as the link does not portray Company, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive manner. You may use the Company logo or other proprietary graphic or trademark of Company as part of the link, subject to Company’s usage requirements and Company’s right to revoke such permission in its sole discretion.
INTERNATIONAL
You agree to not use the Site or export any portion of the Site in violation of U.S. export regulations. You are responsible for adhering to all relevant local and national laws wherever you are.
CONDUCT
You agree to abide by the terms of this Agreement, and to not use the Service to: (i) interfere with, manipulate, or take any actions that may undermine the integrity of any rating system used on the Service; (ii) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; (iii) collect or store personal data about other Users; or (iv) harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any other User without their prior explicit consent.
Without limiting other remedies, Company and its affiliates may immediately warn Users of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your access and refuse to provide the Service to you 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; or (iii) we believe that your actions may cause financial loss or legal liability for you, us, or our Users, affiliates, sponsors, funders, stakeholders, advertisers or partners. You will be denied access to the Service if you breach this Agreement or any other agreement between you and Company in any way.
You are solely responsible for your interactions with other Users of the Site. Company reserves the right, but has no obligation, to monitor disputes between you and other Users. Company reserves the right, in its sole discretion, to reject, refuse to post or remove or modify any posting by you, or to restrict, suspend, or terminate your access to all or any part of the Site and/or the Service at any time, for any or no reason, with or without prior notice, and without liability. Your comments and interactions with other Users shall not be illegal, obscene, threatening, patently offensive, defamatory, invasive of privacy, infringing of intellectual property rights, violate any confidentiality agreement or other contract or be otherwise injurious to third parties or objectionable and shall not consist of or contain political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.”
THIRD-PARTY CONTENT, LINKS AND SYNDICATION
Company is not responsible for any third-party content, syndicated content, applications, services, advertisements, and/or links that may be contained in the Site or the Service. The Site may contain links to third party websites that are not owned or controlled by Company. Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, Company will not and cannot censor or edit the content of any third-party site. By using the Site, you expressly relieve Company from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave the Company Site and to read the terms and conditions and privacy policy of each other website that you visit. Any correspondence, business dealings with, syndication, linking or participation in promotions of third parties found on or through the Site, including payment or delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third parties. Company has no control over third-party websites or resources, and as such, you acknowledge and agree that Company is not responsible for their availability, reliability, or functionality, and does not endorse and is not responsible or liable for any third-party content, applications, services, advertising, products, or other materials on or available from such websites or resources. Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any dealings between you and any third parties, or as the result of the presence of such third-party content on the Site or as a result of the failure of such third-party services, applications, or content to function as intended.
TERMINATION
Company may terminate this Agreement at any time for any reason. Sections 3, 9, 10, 11, 12, 13, and 14, shall continue in full force and effect upon any termination of this Agreement.
REPRESENTATIVES & WARRANTIES
You represent and warrant that you have the full authority to act on your behalf and on behalf of any and all prior owners of any right, title and interest in and to any content you post, submit, transfer or link to.
You represent and warrant that either (i) you are more than 18 years of age, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement or (ii) you have obtained parental consent prior to using the Site or the Service. You represent and warrant that you will abide by and comply with this Agreement and have obtained all necessary third- party consents, licenses and permissions necessary to enter into and fully perform your obligations herein. Your access to the Site and Service may be blocked without warning if it is found that you are misrepresenting your age.
You represent and warrant that you are solely responsible for all content posted, uploaded, published or displayed through your User account, including any messages, and for your interactions with other Users. You shall be solely responsible for your posts and comments and the consequences of posting or publishing them. In connection with your postings and content, you affirm, represent, and/or warrant that no posting by you or any use thereof by Company shall defame any third party or infringe upon or violate any other rights of any third party, including without limitation, any patent, trademark, copyright, trade secret right, contractual right, right of publicity or right of privacy.
You represent and warrant that you shall not act in any manner that conflicts or interferes with any existing commitment or obligation of yours, and that no agreement previously entered into by you will interfere with your performance of your obligations under this Agreement.
You represent and warrant that you shall perform in compliance with any applicable laws, rules and regulations of any governmental authority.
You represent and warrant that you will not use the Service to upload, post, link to, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or any telecommunications equipment.
DISCLAIMER
The views expressed on the Site or through the Service are not the views of Company. You acknowledge that any reliance on any opinion, advice, statement, or information available on the Site or the Service is at your sole risk. The Site and the Service contain views, opinions, statements, and recommendations of third-party individuals and organizations, and Company does not represent or endorse the accuracy, correctness, or reliability of any advice, opinion, statement, or other information displayed, uploaded, or distributed through the Site or the Service. Company makes no warranty as to the quality, accuracy, completeness, and validity of any materials on the Site or the Service and does not warrant that the functions contained on the Site will be uninterrupted or error-free, or that defects will be corrected. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. INDEMNIFICATION, LIMITED LIABILITY
You hereby indemnify and hold harmless, and upon Company’s request, defend, Company its affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) arising out of any claim, action, or proceeding brought by a third party based on: (i) a breach or alleged breach of any warranty, representation, covenant or obligation of yours under this Agreement; or (ii) any allegation that any content provided, uploaded, syndicated, linked to or authorized by or on behalf of you hereunder or Company’s or any User’s use thereof violates or infringes the rights of another party. You will reimburse Company and its affiliates on demand for any actual payments made in resolution of any liability or claim that is subject to indemnification under this Section 11, provided that Company attempts to obtain your written consent prior to making such payments, and such consent is not unreasonably withheld, delayed or conditioned. Company shall promptly notify you of any such claim, and you shall assume control of the defense of such claim upon Company’s request. Company shall have the right, at its expense, to participate in the defense thereof under your direction. You shall not settle any claim in any matter that adversely impacts Company without Company’s prior written consent.
EXCEPT PURSUANT TO YOUR INDEMNITY OBLIGATION IN SECTION 11(a), AND EXCEPT FOR A BREACH OF YOUR REPRESENTATIONS AND WARRANTIES IN SECTION 9, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY. NOT WITH STANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO AMOUNT PAID, IF ANY, BY YOU TO COMPANY.
APPLICABLE LAW
This Agreement and the relationship between you and Company shall be governed by the laws of the State of New York without regard to its conflict of law provisions. You and Company agree to submit to the personal and exclusive jurisdiction of the courts located within the State and County of Palm Beach, FL.
NOTICE
Company will provide notices of changes to this Agreement or the Privacy Policy by displaying notices or links to notices to you generally on the Service. Except as explicitly stated otherwise, any notices to Company shall be sent by certified mail, return receipt requested, to ORSVP LLC, 2787 E Oakland Park Blvd #403, Fort Lauderdale, FL 33306
GENERAL
This Agreement along with the Privacy Policy and any additional Rules constitute the entire agreement between you and Company and govern your use of the Service, superseding any prior agreements between you and Company. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third- party content or third-party software.
The failure of Company, at any time or from time to time, to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by an authorized representative of Company. The remedies of Company under this Agreement shall be cumulative and not alternative, and the election of one remedy for a breach shall not preclude pursuit of other remedies.
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, the parties nevertheless agree that that term or provision will not affect the remainder of this Agreement; this Agreement will be deemed amended to the extent necessary to make this Agreement enforceable, valid and, to the maximum extent possible, consistent with applicable law, consistent with the original intentions of the parties; and the other terms and provisions of this Agreement remain in full force and effect.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The section titles in this Agreement are for convenience only and have no legal or contractual effect.