Last Revised: September , 2018
The following terms and conditions, (these “Terms”) are entered into by and between you and _Able Partners NYC, LLC (“_Able”, “we” or “us”). These Terms govern your access to and use of our website (our “Site“) as well as our other services, offerings and other interactions (together with our Site, the “Services”). By accessing or using our Services, you are agreeing to these Terms and concluding a legally binding contract with _Able. Do not access or use our Services if you are unwilling or unable to be bound by the Terms.
We reserve the right to update and revise these Terms at any time. We’ll make sure to also change the “Last Revised” date at the top of this page so you can tell if these Terms have changed since your last visit. Any such changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. Please review these Terms regularly because once we post any changes, your continued use of the Services constitutes your acceptance of the revised Terms.
Access to Services
You must register and provide certain information about yourself in order to use some of the features that are offered through our Services. By registering, you agree to receive certain communications in connection with your use of our Services. We provide unsubscribe links in all of our email footers if you no longer wish to receive those communications from us.
Eligibility; User Restrictions
By accessing the Services, you warrant that:
- You are legally capable of entering into binding contracts;
- All registration information you submit is truthful and accurate;
- You will maintain the accuracy of such information; and
- Your use of the Services does not violate any applicable law or regulation.
Your use of the Services means you represent and warrant that you meet all eligibility requirements we outline in these Terms. We may still refuse to let certain people access or use the Services. We may also change our eligibility criteria. We may also suspend or terminate your use of the Services as a result of your fraud or breach of any obligation under these Terms. Such termination or suspension may be immediate and without notice.
Use of the Services; Restrictions on Use; Termination
We grant you permission to use our Services subject to the restrictions in these Terms. Your use of our Services is at your own risk. Our Services may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.
We may from time to time in our sole discretion develop and provide updates to the Services, change the Services, restrict access to the Services (including to registered users) or withdraw or terminate the Services entirely, and we reserve the right to do so in our sole discretion without notice. Any such updates or changes will be deemed part of the Services and subject to all terms and conditions of these Terms. We will not be liable to you or any third party for any modification, suspension or discontinuance of the Services. In the event of modification or termination, you will still be bound by your obligations under these Terms, including the warranties made by you, and by the disclaimers and limitations of liability.
You may only use the Services as explicitly authorized and in compliance with any policies made available to you within the Services. You will not use such proprietary information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means.
You may terminate the Terms at any time by discontinuing your use of our Services and providing _Able with a written notice of termination to [firstname.lastname@example.org].
As used below, the term “_Able Event” means an event, gathering, promotion, contest, meet-up or the like that is organized or hosted by _Able. A “Non-_Able Event” means an event, gathering, promotion, contest, meet-up or the like that is organized or hosted by someone other than _Able, but that may appear or be listed on our Services. In order to participate or attend an _Able Event you must agree to the terms in this section. If you find that you cannot or will not agree to such terms, please do not RSVP to or attend any _Able Event. If you RSVP to any _Able Event or Non-_Able Event through our Services, you signal that you have read, understand and agree to these event terms.
Assumption of risk/release of liability/indemnity
You understand that your attendance and participation at _Able Events is voluntary, and you agree to assume responsibility for any resulting injuries to the fullest extent permitted under applicable law. By the same token, you agree that _Able is not responsible for any injuries you might sustain at Non-_Able Events listed on our Services.
You (for yourself, your heirs, personal representatives, or assigns, and anyone else who might make a claim on your behalf) hereby release, waive, discharge and covenant not to sue, _Able and its respective parent companies, subsidiaries, affiliates, officers, directors, partners, shareholders, members, agents, employees, vendors, sponsors and volunteers from any and all claims, demands, causes of action, damages, losses or expenses (including court costs and reasonable attorneys’ fees) which may arise out of, result from, or relate in any way to your attendance at _Able Event or Non-_Able Event, except for any gross negligence or willful misconduct on our part.
You further agree to indemnify and hold _Able, its parents, subsidiaries, affiliates, officers, directors, employees, agents and representatives harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party due to, related to, or connected with your attendance or conduct at any _Able Event or Non-_Able Event.
_Able and its sponsors and vendors sometimes take photos and videos at _Able Events, and later use them for promotional purposes. By participating or attending any _Able Event, you agree that you may appear in some of these photos and videos, and you authorize their use in this fashion. In addition, if you take any photos or videos of attendees at an _Able Event and provide them to us, you authorize us to use them in the same fashion, and represent that the attendees that appear in your photos and videos have consented to such use. We do not control Non-_Able Events or the people that organize them. It is possible that organizers or attendees of Non-_Able Events will take photos or shoot videos in which you appear and then post them online (including, possibly, on our Services). By RSVP’ing to a Non-_Able event through our Services, you authorize _Able’s use of such media for promotion purposes.
While we hope not to, we may prohibit your attendance at any _Able Event at any time if you fail to abide by the Terms, or for any or no reason, without notice or liability of any kind. We reserve the right to cancel any _Able Event at any time, for any reason, and without liability or prejudice.
Links to Third Party Websites
We may provide links to third party websites or services for you to access. You acknowledge that any access is at your sole discretion and for your information only. We do not review or endorse any of those websites or services. Although a third party website may contain _Able’s logo or other intellectual property elements, please understand that it is independent from _Able and that _Able has no control over the content of that website. These links do not imply endorsement of, sponsorship of, or affiliation with _Able. We are not responsible in any way for: (a) the availability of, (b) the privacy practices of, (c) the content, advertising, products, goods or other materials or resources on or available from, or (d) the use to which others make of these other websites and services. We are also not responsible for any damage, loss or offense caused or alleged to be caused by, or in connection with, the use of or reliance on such websites or services.
Except as otherwise expressly granted to you in these Terms, we reserve and retain all right, title and interest in the Services, including without limitation, all technology and processes, enhancements or modifications thereto, trademarks, service marks, site design, text, video, graphics, logos, images and icons, as well as the arrangement thereof. You acknowledge that the Services contain proprietary content, information and material protected by applicable intellectual property and other laws, including but not limited to copyright and trademark laws, and you agree that, except with our prior written consent or as explicitly provided in these Terms, (1) using the Services does not give you any ownership of any intellectual property rights in our Services or (2) grant you the right to display, modify, reproduce, distribute, create derivative works of, download, store, transmit or otherwise use any of our intellectual property. Any unauthorized use of any content or materials on the Services is strictly prohibited and violates copyright, trademark, and/or other intellectual property laws, and/or the laws of privacy, publicity, and/or communications regulations and statutes.
You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials in the Services. If you make other use of the Services, or the content, code, data or materials thereon, except as otherwise provided, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use.
Third Party Materials and Content
You understand that the Services may display, include, or make available content, data, information, applications or materials from third parties or provide links to certain third party web sites (“Third Party Materials”). In consideration for _Able allowing you to use the Services, you agree that we, our affiliates, and third party partners may place advertising on the Services.
You acknowledge and agree that the _Able is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials. We expressly disclaim any responsibility for all aspects of the Third Party Materials and you further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, goods or services in connection with any Third Party Materials.
Use of any third party trademarks or third party content on or in connection with the Services does not constitute affiliation with or endorsement of these third parties. Nothing in these Terms grants you any license to third party trademarks or content, which shall remain the property of their respective owners.
You understand and agree that you are personally responsible for your behavior on our Services. You agree to indemnify, defend, and hold _Able, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them (collectively, the “_Able Entities”) harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of our Services, (ii) your violation of the Terms, or (iii) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. _Able reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of _Able. _Able will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Warranty Disclaimers; Limitation of Liability
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE _ABLE ENTITIES TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO ACCESSING OR USING OUR SERVICES. BY ACCESSING OR USING OUR SERVICES, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
OUR SERVICES ARE MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE _ABLE ENTITIES MAY NOT MONITOR, CONTROL, OR VET USER CONTENT. AS SUCH, YOUR USE OF OUR SERVICES IS AT YOUR OWN DISCRETION AND RISK. THE _ABLE ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF OUR SERVICES, ITS SAFETY OR SECURITY, OR THE SITE CONTENT. ACCORDINGLY, THE _ABLE ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM OUR SERVICE’S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF OUR SERVICES, OR INFORMATION FOUND ON, OR MADE AVAILABLE THROUGH OUR SERVICES.
THE _ABLE ENTITIES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR EVENTS HOSTED BY THIRD PARTIES LISTED ON OUR SERVICES OR OUR SERVICE’S USERS. ACCORDINGLY, THE _ABLE ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS. YOUR ATTENDENCE AT EVENTS AND/OR USE OF SERVICES OFFERED BY THIRD PARTIES THROUGH OUR SERVICES IS AT YOUR OWN DISCRETION AND RISK.
THE _ABLE ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE EVENTS LISTED ON OUR SERVICES, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH OUR SERVICES OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF OUR SERVICES.
THE _ABLE ENTITIES MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH OUR SERVICES OR THESE TERMS IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO THE _ABLE ENTITIES IN CONNECTION WITH OUR SERVICES IN THE 6 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $100.00.
THE _ABLE ENTITIES DISCLAIM LIABILITY FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA.
Choice of Law and Venue
New York law will govern these Terms, as well as any claim, cause of action or dispute that might arise between you and _Able (a “Claim”), without regard to conflict of law provisions. FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN NEW YORK COUNTY, NEW YORK.
We reserve the right to modify, update, or discontinue our Services at our sole discretion, at any time, for any or no reason, and without notice or liability.
We may provide you with notices, including those regarding changes to the Terms by email, regular mail or communications through our Services.
Nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.
The Terms contain the entire agreement between you and us regarding the use of our Services, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.
Any failure on Able’s part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
If any provision of the Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.
The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with _Able’s prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void.
The section titles in the Terms are for convenience only and have no legal or contractual effect.