FAMECYCLE TERMS OF SERVICE

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS. EVENT OWNERS SHOULD REVIEW LOCAL LAWS BEFORE LISTING AND PERFORM AN EVENT ON FAMECYCLE.

IF YOU RESIDE IN THE UNITED STATES, PLEASE NOTE: SECTION 34 OF THESE TERMS OF SERVICE CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IT AFFECTS HOW DISPUTES WITH FAMECYCLE ARE RESOLVED. BY ACCEPTING THESE TERMS OF SERVICE, YOU AGREE TO BE BOUND BY THIS ARBITRATION PROVISION. PLEASE READ IT CAREFULLY.

Last Updated: May 5, 2019

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Key Terms

These Terms of Service are between you and Famecycle, Inc. (hereinafter referred to as “Famecycle”, “we”, “us” or “our”). Famecycle operates an online platform and community marketplace that connects people who have fans (collectively, the “Public Figures”) and people who want to contact and meet their favorite people (collectively, the “Fans”) via various activities (collectively, the “Services”) which are accessible at any online platform such as mobile, tablet and other smart devices and application program interfaces (collectively, the “Application”).

Famecycle Content” means all Content that Famecycle makes available through the Application, Services, or its related promotional campaigns and official social media channels, including official website and any Content licensed from a third party, but excluding Member Content.

Member” means a person who completes Famecycle’s account registration process, as described under “Account Registration” below.

Member Content” means all Content that a Member posts, uploads, publishes, submits, transmits, or includes in their Events, Member profile or Famecycle promotional campaign to be made available through the Application, Services and Famecycle’s official social media channels and website.

Professional Account” means a Famecycle account which allows Member to create, publish, sell, apply and attend Events, and also send, receive and archive Offers.

Basic Account” means a Famecycle account which allows Member to apply and attend Events, create, publish, sell trial events, and also send Offers.

Event” means any kind of activity or service that is created, listed and sold by an Event Owner as available for booking via the Application and Services. Please note “Listing”, “In Person”, “Video Call” and “Voice Call” have the same meaning as “Event”.

“Venue” means any kind of indoor or outdoor location where an Event Owner performs the event. Please note that the Famecycle Application is the venue of the online voice and video events.

Event Owner” means a Member who creates an Event via the Application and Services.

Applicant” means a Member who requests from an Event Owner a Booking of an Event.

Participant” means a Member who has permission to attend the associated event after the approval of event application by Event Owner.

“Event Application” means the time period starting from the time when a Booking is requested by an Applicant (as determined by Famecycle in its sole discretion), within which an Event Owner may decide whether to confirm that Booking request, as stated on the Application or Services.

Booking” means a limited license granted by the Event Owner to the Participant to attend Event for the limited duration of the confirmed booking in accordance with the Event Owner’s agreement with the Participant.

“Event Page” means a page which includes event details with event, contact and perform sections, and various links for Event Owners to manage their event.

“My Booking Page” means a page which includes booking details, contact section and various links for Participants to manage their bookings.

“Offer” means a request sent to Public Figure by a Member to meet through Events or to communicate in any form of communication.

Collective Content” means Member Content and Famecycle Content.

Communication” means an email, text message or chat message via the Application and Services.

Content” means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.

Tax” or “Taxes” mean any sales taxes, value added taxes (VAT), goods and services taxes (GST), that Event Owner may be required by law to collect and remit to governmental agencies, and other similar personal or corporate income taxes.

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Terms of Service

By using the Application or Services, you agree to comply with and be legally bound by the terms and conditions of these Terms of Service (“Terms”), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Application and Services and all Collective Content (defined below), and constitute a binding legal agreement between you and Famecycle. Please also read carefully our Privacy Policy at (http://www.famecycle.com/privacypolicy).

In addition, certain areas of the Application (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions, standards, guidelines, or policies posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Application, Services, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Application, Services, or Collective Content.

If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Site, Application or Services. Failure to use the Application or Services in accordance with these Terms may subject you to civil and criminal penalties.

THE APPLICATION AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH EVENT OWNERS MAY CREATE EVENTS, SEND AND RECEIVE OFFERS, AND ALSO PARTICIPANTS MAY LEARN ABOUT, APPLY TO AND BOOK EVENTS, SEND OFFERS AND COMMUNICATE DIRECTLY WITH THE EVENT OWNERS. YOU UNDERSTAND AND AGREE THAT YOUR DEVICE MUST HAVE A REGULAR AND FLUENT INTERNET CONNECTION TO USE THE APPLICATION AND SERVICES.

YOU UNDERSTAND AND AGREE THAT FAMECYCLE IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN EVENT OWNERS AND PARTICIPANTS, NOR IS FAMECYCLE A EVENT ORGANIZER, ORGANIZATION AGENT, VENUE BROKER OR ISSUER. FAMECYCLE HAS NO CONTROL OVER THE CONDUCT OF EVENT OWNER, PARTICIPANTS AND USERS OF THE APPLICATION AND SERVICES OR ANY EVENT VENUE, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.

IF YOU CHOOSE TO CREATE AN EVENT ON FAMECYCLE, YOU UNDERSTAND AND AGREE THAT YOUR RELATIONSHIP WITH FAMECYCLE IS LIMITED TO BEING A MEMBER AND AN INDEPENDENT, THIRD-PARTY CONTRACTOR, AND NOT AN EMPLOYEE, AGENT, JOINT VENTURER OR PARTNER OF FAMECYCLE FOR ANY REASON, AND YOU ACT EXCLUSIVELY ON YOUR OWN BEHALF AND FOR YOUR OWN BENEFIT, AND NOT ON BEHALF OF OR FOR THE BENEFIT OF FAMECYCLE. FAMECYCLE DOES NOT CONTROL, AND HAS NO RIGHT TO CONTROL, YOUR EVENT AND VENUE, YOUR OFFLINE ACTIVITIES ASSOCIATED WITH YOUR EVENT, OR ANY OTHER MATTERS RELATED TO ANY EVENT, THAT YOU PROVIDE. AS A MEMBER YOU AGREE NOT TO DO ANYTHING TO CREATE A FALSE IMPRESSION THAT YOU ARE ENDORSED BY, PARTNERING WITH, OR ACTING ON BEHALF OF OR FOR THE BENEFIT OF FAMECYCLE, INCLUDING BY INAPPROPRIATELY USING ANY FAMECYCLE INTELLECTUAL PROPERTY.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE APPLICATION OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE APPLICATION OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND RECEIVE OUR SERVICES WHETHER OR NOT YOU HAVE REGISTERED WITH THE APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE APPLICATION, SERVICES, OR COLLECTIVE CONTENT. Famecycle is for genuine individuals only. Anything fake or belonging to third parties is prohibited through the app and will result in cancellation of your membership.  If you accept or agree to these Terms on behalf of someone else, you represent and warrant that you have the authority to bind that person to these Terms and, in such event, “you” and “your” will refer and apply to that person.

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Modification

Famecycle reserves the right, at its sole discretion, to modify the Application or Services or to modify these Terms, including the Service Fees, at any time and without prior notice. If we modify these Terms, we will post the modification on the or via the Application and/or provide you notice of the modification by email. We will also update the “Last Updated” date at the top of these Terms. Changes to the Terms will be effective at the time of posting. Your continued access or use of the Application or Services will constitute acceptance of the modified Terms. Additionally, if the modified Terms contain material changes applicable to existing Members (by decreasing your rights or increasing your responsibilities), we will provide you with notice prior to the changes taking effect. If the modified Terms are not acceptable to you, your only recourse is to cease using the Application and Services. If you do not close your Famecycle Account you will be deemed to have accepted the changes.

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Eligibility

The Application and Services are intended solely for persons who are 18 or older. By accessing or using the Application or Services you represent and warrant that you are 18 or older.If you are under 18, you can still use the Application and Services with the witness of your parents. If you are under 18 and still use the Services, the owner of the payment method is the one who is responsible from your use.

For users in the United States, Famecycle will, to the extent permitted by applicable laws and if we have sufficient information to identify a user, obtain reports from public records of criminal convictions or sex offender registrations of the user. For users outside the United States, we may, to the extent permitted by applicable laws and if we have sufficient information to identify a user, obtain the local version of background or registered sex offender checks in our sole discretion. You agree and authorize us to use your personal information, such as your full name and date of birth, to obtain such reports, including from Famecycle’s vendors.

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How the Application and Services Work

The Application and Services can be mainly used to send Offers, communicate, facilitate Event listing, Event Booking and saving the event duration to calculate the event revenue (payouts) and refunds. In order to view, apply to, book, attend an Event and send Offers, you must first register to create a Famecycle Account (defined below).

As stated above, Famecycle makes available an online platform or marketplace with related technology for Public Figures and Fans to meet online and arrange for Event Bookings directly with each other. Famecycle is not an owner, organizer or agent of events, and not an owner or operator of event venues. In addition, Famecycle does not own, sell, resell, provide, rent, re-rent, manage and/or control events and event venues. Unless explicitly specified otherwise in the Famecycle platform, Famecycle’s responsibilities are limited to facilitating the availability of the Application and Services.

PLEASE NOTE THAT, AS STATED ABOVE, THE APPLICATION AND SERVICES ARE INTENDED TO BE USED TO FACILITATE PUBLIC FIGURES AND FANS CONNECTING AND BOOKING EVENTS DIRECTLY WITH EACH OTHER. FAMECYCLE CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY EVENT LISTINGS AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY EVENT VENUES. FAMECYCLE IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL EVENTS AND EVENT VENUES. ACCORDINGLY, ANY BOOKINGS WILL BE MADE OR ACCEPTED AT THE MEMBER’S OWN RISK.

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Account Registration

In order to access certain features of the Application, and to book an Event or create an Event, you must register to create an account (“Famecycle Account“) and become a Member. You may register to join the Services as described in this section.

You can only register to join and log into your account with certain third-party social networking sites (“SNS”) (including, but not limited to, Facebook, Twitter, Instagram, LinkedIn; each such account, a “Third-Party Account”), via our Application, as described below.

You can create new Famecycle Account and log in to your existing Famecycle account with Third-Party Accounts by allowing Famecycle to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Famecycle and/or grant Famecycle access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Famecycle to pay any fees or making Famecycle subject to any usage limitations imposed by such third-party service providers.

By granting Famecycle access to any Third-Party Accounts, you understand that Famecycle will access, make available and store (if applicable) any Content that you have provided to and stored in your Third-Party Account (“SNS Content“) so that it is available on and through the Services and Application via your Famecycle Account and Famecycle Account profile page.

Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts will be available on and through your Famecycle Account on the Services and Application. Please note that if a Third-Party Account or associated service becomes unavailable or Famecycle’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Services and Application. You have the ability to disable the connection between your Famecycle Account and your Third-Party Accounts, at any time, by accessing the “Settings” section of the Application. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. Famecycle makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and Famecycle is not responsible for any SNS Content.

Your Famecycle Account and your Famecycle profile page will be created for your use of the Application and Services based upon the personal information you provide to us or that we obtain via an SNS as described above. Famecycle is for genuine individuals only. Anything fake or belonging to third parties is prohibited through the app and will result in cancellation of your membership. You agree that you are required to have only one (1) active Famecycle Account and it must be about you. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Famecycle reserves the right to suspend or terminate your Famecycle Account and your access to the Application and Services if you create more than one (1) Famecycle Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete or otherwise in violation of these Terms of Service.

You can create new Famecycle Account and log in to your existing Famecycle account with Third-Party Accounts only. There is no additional password for your Famecycle account. You only need to know the password of your Third-Party Accounts. You are responsible for safeguarding the password of your Third-Party Accounts and you agree that Famecycle has no responsibility on your password.

Unless expressly authorized by a specific feature on Famecycle, you are not permitted to share your Famecycle Account with anyone or allow others to access or use your Famecycle Account. You agree that you will take sole responsibility for any activities or actions under your Famecycle Account, whether or not you have authorized such activities or actions. You will immediately notify Famecycle of any unauthorized use of your Famecycle Account.

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Event Applications and Listings

As a Member, you can apply to events. You understand and agree that Event Application which is done through your Famecycle Account, is only valid for you (Account Owner) and not transferable. You also agree that Event Application does not guarantee that you’ll join the event as you can attend events only if Event Owner approves your application. If your event application is approved, you must present the government-provided ID before the event and it must comply with the info you provided on your profile.

As a Professional Account owner, you may create Events and sell tickets. To create an Event, you will be asked to complete “Create New Event Form” which include a variety of questions about the Event to be published. After you create the Event, it will be made publicly available via the Application and Services. You understand and agree that Events which are created and listed through your Famecycle Account, must be about you (Account Owner), and you cannot transfer ownership of the Events you created and listed.

You understand and agree that the placement or ranking of Events on the Application and in search results may depend on a variety of factors that are defined and gradually updated by Famecycle.

Other Members will be able to book your Event via the Application and Services based upon the information provided in your Event Page. You understand and agree that once an Applicant requests a Booking of your Event, you may not request the Applicant to pay a higher price than in the price listed on your Event Page.

You acknowledge and agree that you alone are responsible for any and all Events and Member Content you post. Accordingly, you represent and warrant that any Event and Venue you post (i) will not breach any agreements you have entered into with any third parties, such as event agencies, sponsors, organizers, commissionaires or other third party agreements, and (ii) will (a) be in compliance with all applicable laws (such as zoning laws), Tax requirements, Intellectual Property laws, and rules and regulations that may apply to any Event and Venue included in an EventPage you post (including having all required permits, licenses and registrations), and (b) not conflict with the rights of third parties.

Please note that Famecycle assumes no responsibility for an Event Owner’s compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. Famecycle reserves the right, at any time and without prior notice, to remove or disable access to any Event or Famecycle Account for any reason, including Events that Famecycle, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or Famecycle’s then-current Policies and Community Guidelines or Standards or otherwise harmful to the Application or Services.

If you are an Event Owner, you understand and agree that Famecycle does not act as an insurer or as your contracting agent. If an Applicant requests a Booking for your Event or you meet a Participant after approval of Event Application, any agreement you enter into with such Applicant or Participant is between you and the Applicant or Participant, and Famecycle is not a party to it.

When you create an Event, you may also choose to include certain requirements which must be met by the Applicants who are eligible to request a Booking for your Event or Participants who are eligible to attend your Event, in order to apply or attend your Event. Any Member wishing to apply to and attend your Event with such requirements must meet these requirements. You acknowledge and agree that, as an Event Owner, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who apply and attend your Event. Famecycle recommends that Event Owners obtain appropriate insurance for their Events and Venues. Please review any insurance policy that you may have for your Event and Venue carefully, and in particular please make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of or relating to Participant during your Event.

You agree that you alone are responsible for ensuring that your Event include accurate information, and for the copyrights of Event content including, but not limited to, event image, photo, texts and visuals.

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No Endorsement

Famecycle does not endorse any Member, Event, Venue or Content. Members are required by these Terms to provide accurate information. Although Famecycle may, for transparency or fraud prevention or detection purposes, directly or through third parties, ask you to provide a form of government identification, your date of birth, and other information, or undertake additional checks and processes designed to help verify or check the identities or backgrounds of Members and/or screen Member information against third party databases or other sources, we do not make any representations about, confirm, or endorse any Member or the Member’s purported identity or background.

Any Member profile, Event or content is not an endorsement, certification or guarantee by Famecycle about any Member, including of the Member’s identity and whether the Member is trustworthy, safe or suitable. Instead, any such content is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of others whom you contact or interact with via the Application and Services. We therefore recommend that you always exercise due diligence and care when deciding whether to meet with an Event Owner or to accept or preapprove a Booking request from an Applicant, or to have any other interaction with any other Member. You agree that Famecycle are not responsible for any damage or harm resulting from your interactions with other Members.

By using the Application or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from Famecycle with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Members on the Application and Services regarding any Event Application and Booking made by you. This limitation shall not apply to any claim by an Event Owner against Famecycle regarding the remittance of payments received from a Participant by Famecycle on behalf of an Event Owner, which instead shall be subject to the limitations described in the section below entitled “Limitation of Liability”.

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Bookings and Financial Terms

Famecycle provides “Payment Services” to its Members, such as charging Participants for event bookings (“Payment”), sending event revenue to Event Owners (“Payout”), storing your payment and/or payout method through the Application and in connection with a Third-Party Service provider. In order to use the Payment Services, you must have a Famecycle Account in good standing. If you or Famecycle closes your Famecycle Account for any reason, you will no longer be able to use the Payment Services.

We may ask you to provide additional info to verify or check your identity or prevent fraud. In some jurisdictions, we have a legal obligation to collect identity information to comply with anti-money laundering regulations. This may include (i) asking you to provide a form of government identification (e.g., driver’s license or passport), your date of birth, your address, and other information; (ii) requiring you to take steps to confirm ownership of your email address, Payment Methods or Payout Methods; or (iii) attempting to screen your information against third-party databases. Famecycle reserves the right to close, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information. You agree that you are solely responsible for the accuracy and completeness of your Payment Method and Payout Method information. Famecycle is not responsible for any loss suffered by you as a result of incorrect Payment Method or Payout Method information provided by you.

You acknowledge and agree that anyone you authorize to use your Famecycle Account may use the Payment Services on your behalf and that you will be responsible for any payments made by such person.

A.    Key definitions for payments

Ticket Price" means the amount that are due and payable by a Participant to attend an event. The Event Owner alone, and not Famecycle, is responsible for the Ticket Price for his or her Event. The Event Owner, in his or her sole discretion, may decide to include in these amounts the fees for additional activities that are not mentioned on Event Page including Taxes.

Participant Service Fee” means the fee that Famecycle charges a Participant for the use of the Services, which is calculated as a percentage of the applicable Ticket Price. The Participant Service Fee will be displayed as “Service Fee” on the Application or Services to the Applicant before the Applicant requests a Booking from Event Owner.

Payment Transaction Fee” means the fee that third party payment processor charges the Participant for the online payment, which is calculated based on your payment method and country of the Participant. The Participant Transaction Fee will be displayed as “Transaction Fee” on the Application or Services to the Applicant before the Applicant requests a Booking from Event Owner.

Total Event Price” means collectively Ticket Price, Participant Service Fee and Payment Transaction Fee including any Taxes. The Total Event Price will be displayed as “Total Price” on the Application or Services to the Applicant before the Applicant requests a Booking from Event Owner.

Payment Method” means a financial instrument that you have added to your Famecycle Account (i.e. credit card or debit card).

B.    Key definitions for payouts

“Check-In” means that the Participant’s event is started by Event Owner for “In Person” events. It requires Event Owner to type Participant’s unique ticket code into specific Event Page on his or her Famecycle Account. For online “Voice” and “Video” events, calling the participant will automatically start the event, without “Check-In” process.

“Check-Out” means the end of Participant’s event automatically “Auto Check-Out” or manually by Event owner or Participant “Early Check-Out”.

“Event Conclusion” means that Event Owner concludes the entire event and sends Famecycle an alert to calculate and prepare the event revenue (“Payout Amount”).

Event Duration” means the total duration that will be performed by Event Owner as an Event for a Participant. It will be presented on Event Page.

Event Duration Performed” means the event duration elapsed between Check-In and Check-Out for “In Person” events, or the total call durations for online “Voice” and “Video” events.

Total Event Duration Performed” means the sum of Event Duration Performed for all Participants in an Event. It will be displayed as “Total Duration Performed” to the Event Owner on the Application and Services.

Per Minute Rate” means the amount that is charged for a single minute of an Event. It is calculated by dividing the Ticket Price with Event Duration.

Gross Sales” means the sum of Ticket Prices paid by Participants.

“Gross Revenue” means the total amount collected from Participants based on actual event duration performed. It is calculated by multiplying the Total Event Duration Performed with Per Minute Rate.

Event Owner Service Fee” means the fee that Famecycle charges an Event Owner for the use of the Services, which is calculated as a percentage of the applicable Payout Amount. The Event Owner Service Fee will be displayed as “Service Fee” to the Event Owner after the Event Owner concludes the event on Event Page.

“Payout Transaction Fee” means the commission charged by third party payout gateway, not Famecycle, per payout sent to the Event Owner. It is a variable fee based on Gross Revenue.

Payout Amount” means the amount that is sent to Event Owner as event revenue. It is calculated by multiplying the Total Event Duration Performed and Per Minute Ticket Price and then subtracting Event Owner Service Fee and Payout Transaction Fee. Payout Amount will be displayed as “My Revenue” to the Event Owner on the Application or Services.

Payout Method” means a financial instrument that you have added to your Famecycle Account (i.e. PayPal account).

“Payout Preparation Time” means the time elapsed after conclusion of each event until the payout is sent by Famecycle.

C.     Bookings and Financial Terms for Event Owners

In order to publish events on Famecycle, Members must add a Payout Method to their account (i.e. PayPal). Payout Method will require you to use of Third-Party Payment Service Providers such as PayPal. By adding a Payout Method, you, as a Member, authorize Famecycle to store your Payout Method information for future use. Members are free to add/update/remove Payout Methods from their Famecycle account.

As the Payout Method contain links to a third-party websites or resources (“Third-Party Services”), your access to or use of certain Payment Services may be subject to, or require you to accept, additional terms and conditions. If there is a conflict between these Payments Terms and terms and conditions applicable for a specific Payment Service, the latter terms and conditions will take precedence with respect to your use of or access to that Payment Service, unless specified otherwise.

If you are an Event Owner, you will be required to select Participants among Event Applications of the Applicants via the Application or Services, otherwise, your Event will not have a Participant. Once your Event receives an Event Application, we will share with you the Applicant’s full name, Famecycle profile page and other information based on Member’s entries. When you approve (confirm) an Event Application requested by an Applicant, (i) Famecycle will send the Applicant a Communication confirming such Booking, (ii) Famecycle will collect the Total Event Price from the selected Applicant at the time of approval. Event Owners are not permitted to cancel an approved booking, instead Event Owners are only permitted to cancel the Event for all Participants at a glance.

If you are an Event Owner, you agree that in order to receive event revenue, you must (i) start the event “Check-In” for each Participant by entering their unique ticket codes for “In Person” events or calling the participant for online “Video” or “Voice” events and (ii) conclude the event after “Check-Out” of all Participants for “In Person” events or end the call for online “Video” or “Voice” events. You also agree that (i) you can start (“Check-In”) the event for each participant and conclude (“Event Conclusion”) the entire event only once, (ii) you cannot undo Check-In and Event Conclusion actions and (iii) you must have an Internet connection for “Check-In”, “Calling”, Ending Call” and “Event Conclusion” actions. Each Event Owner agrees that Famecycle will issue the “Payout Amount” to the Event Owner, only after the Conclusion of Event by Event Owner and after the “Payout Preparation Time”. Each Event Owner agrees that Famecycle will issue the “Payout Amount” to the Event Owner, only after the Conclusion of Event by Event Owner and after the “Payout Preparation Time”.

If you are an Event Owner, you agree that (i) Famecycle uses a third party service (Twilio.com) for online “Voice Call” and “Video Call” events, (ii) event duration is calculated based on the participant’s calling data on Twilio database, (iii) Famecycle calculates the “Total Event Duration Performed” based on the total call durations on Twilio Database, (iv) the first 10 seconds of each “Voice Call” or “Video Call” is considered as a preparation time, and will not be included in the call duration, (v) live call duration shown on Famecycle Application during “Voice Call” and “Video Call” is for information only and can be different than the real call duration on Twilio Database, (vi) if the total call duration exceeds the event duration, Participant will only be charged the ticket price, (vii) seconds in “Total Event Duration Performed” will be ignored and only completed minutes will be used to calculate the “Total Event Duration Performed”, (viii) Famecycle is not responsible from the call durations when the Event Owner or Participant’s device is offline.

Each Event Owner agrees that Famecycle permits Participants, (i) to cancel the Booking before starting event or if the online voice or video event’s total performed duration is less than a minute, and also (ii) to end the event early (“Early Check-Out”) or “Block Incoming Calls” after starting the event. Event Owners also agree that Famecycle will refund to the Participant (i) the full amount for Booking Cancellation and (ii) the partial amount based on event duration not-performed. Partial refund will be calculated by multiplying the Event Duration not-performed and Per Minute Rate

Famecycle also permits Event Owners, (i) to cancel the Event before starting the event of the first Participant or if the online voice or video event’s total performed duration is less than a minute, and also (ii) to end the participant’s event early (“Early Check-Out”) after Check-In of a Participant in an “In Person Event”. Event Owners also agree that Famecycle will refund to the Participant (i) the full amount for Event Cancellation or not-performed Event, and (ii) the partial amount based on event duration not-performed. Partial refund amount will be calculated by multiplying the Event Duration non-performed and Per Minute Rate.

D.    Bookings and Financial Terms for Participants

In order to apply to the events, Members must add a Payment Method to their account. For your security, Famecycle does not store your payment details on your device and our servers. They are encrypted with Famecycle’s Third-Party Payment Service Provider (Stripe – www.stripe.com). By adding a payment method, you, as a Member, authorize Famecycle to store your Payment Method information for future use. Members are free to add/update/remove Payment Methods in their Famecycle account. By applying to an event, you authorize Famecycle to charge your payment method at the time the Event Owner approves your Event Application without further notice. Members are free to cancel their event applications and/or event bookings. Please see Cancellation and Refund terms for details.

The Total Event Price payable will be displayed to an Applicant before the Applicant sends a Booking request (“Event Application”strong>) to an Event Owner. As noted above, the Event Owner is required to select Participants from Applicants by approving Event Application via the Application or Services; otherwise, Event Application will be automatically canceled. Upon approval of Event Application by Event Owner, Famecycle will charge Total Event Price (“Payment”) which was pre-authorized by the Applicant, from the Applicant’s Payment Method. If Event Application is canceled before the approval of Event Owner or if the Applicant cancels the Event Application, the Applicant will not be charged.

You, as a Participant, agree to pay the Total Event Price for any approved Event Application in connection with your Payment Method on your Famecycle Account. Once your Payment is completed, Famecycle will send you a Communication confirming your payment and such Booking.

The Event Owners, not Famecycle, are solely responsible for honoring any confirmed Bookings, performing any Event and making available any Event Venue through the Application and Services. If you, as a Participant, choose to enter into a transaction with an Event Owner for Event Booking, you agree and understand that you will be required to enter into an agreement with the Event Owner and you agree to accept any terms, conditions, rules and restrictions associated with such Event imposed by the Event Owner.

You acknowledge and agree that you, and not Famecycle, will be responsible for performing the obligations of any such agreements, that Famecycle is not a party to such agreements, and that Famecycle (inclusive of all subsidiaries) disclaims all liability arising from or related to any such agreements.

If you are a Participant, you agree that (i) Famecycle uses a third party service (Twilio.com) for online “Voice Call” and “Video Call” events, (ii) event duration is calculated based on the participant’s calling data on Twilio database, (iii) Famecycle calculates the “Total Event Duration Performed” based on the total call durations on Twilio Database, (iv) the first 10 seconds of each “Voice Call” or “Video Call” is considered as a preparation time, and will not be included in the call duration, (v) live call duration shown on Famecycle Application during “Voice Call” and “Video Call” is for information only and can be different than the real call duration on Twilio Database, (vi) if the total call duration exceeds the event duration, Participant will only be charged the ticket price, (vii) seconds in “Total Event Duration Performed” will be ignored and only completed minutes will be used to calculate the “Total Event Duration Performed”, (viii) Famecycle is not responsible from the call durations when the Event Owner or Participant’s device is offline.

E.     Service Fees and Other Fees

In consideration for the use of Famecycle’s online marketplace and platform, Famecycle charges Service Fees. Famecycle may also charge Transaction Fees on behalf of the third party payment and payout processors and, where applicable, may also collect Taxes on behalf of governments. Famecycle collects these Fees and, where applicable, may also collect Taxes in respect of the Event Owner Service Fees and Participant Service Fees. Famecycle deducts the Event Owner Service Fees and Payout Transaction Fees from the Ticket Price before remitting the balance to the Event Owner. Participant Service Fees and Payment Transaction Fee are, as noted above, included in the Total Event Price.

Applicable Participant Service and Transaction Fees, as well as Taxes collected by Famecycle, will be shown to Participant via the Application at Event Application, prior to their submission of a Booking request “Event Application”. And, Famecycle will disclose applicable Event Owner Service Fees and Payout Transaction Fees to Event Owners via the Application. More information on Service and Transaction Fees can be found at the Famecycle Help Center.

F.     Cancellations and Refunds

You agree that a Participant is free (i) to cancel a confirmed Booking before starting event or if the online voice or video event’s total performed duration is less than a minute, and also (ii) to end the event early (“Early Check-Out”) or “Block Incoming Calls” after starting the event. You also agree that Famecycle will refund to the Participant (i) the full amount for Booking Cancellation and (ii) the partial amount based on event duration not-performed. Partial refund will be calculated by multiplying the Event Duration not-performed and Per Minute Rate.

Famecycle also permits Event Owners, (i) to cancel the Event before starting the event of the first Participant or if the online voice or video events's total performed duration is less than a minute, and also (ii) to end the participant's event early (“Early Check-Out”) after Check-In of a Participant in an “In Person Event”. Event Owners also agree that Famecycle will refund to the Participant (i) the full amount for Event Cancellation or not-performed Event, and (ii) the partial amount based on event duration not-performed. Partial refund amount will be calculated by multiplying the Event Duration not-performed and Per Minute Rate. You also agree that the Participant Service Fee and Payment Transaction Fee is non-refundable for partial refunds unless otherwise indicated on the Application. 

If an Event Owner canceled an Event, Participants of such Event will receive a Communication, and if a Participant canceled a Booking, Event Owner of such Event will receive a Communication from Famecycle.

G.    Payment and Payout Currencies

Famecycle’s online platform facilitates Bookings between Participants and Event Owners who may pay in a currency different from their currency set by Event Owner, which may require currency conversions to accommodate these differing currency preferences. Although the Famecycle platform allows users to view the payment and payout amounts in a number of currencies, all transactions will be implemented in United States Dollar (USD) by Famecycle.

When Event Owners create new events, they can set ticket price in any currency based on actual exchange rates. However, ticket price will be converted to U.S. Dollar at the time you create the event. Event Owners can see the exact ticket price in U.S. Dollar on ticket price/info page.

You, as an Event owner, will receive the event revenue in your own currency. You can see the exact payout amount in U.S. Dollar on your event page/report tab/info. However, as we implement all transactions in U.S. Dollar, your third-party payout processors or provider may apply a currency conversion rate or fees to your payout. Please contact your provider (e.g. PayPal or bank) for information on what fees may apply. Famecycle does not charge any conversion fee for payouts.

Members will be charged in U.S. Dollar when their event applications are approved. Before confirming the event application, the exact total event price and its breakdown will be shown to the user in U.S. Dollar on info page. Total event price shown in other currencies may slightly vary due to actual exchanges rate and Member’s payment method on approval day. Famecycle does not charge any conversion fee for payments.

 

H.    Rounding Off

Famecycle may, in its sole discretion, round up or round down amounts that are payable from or to Participants or Event Owners to the nearest whole functional base unit in which the currency is denominated (e.g. to the nearest dollar, euro or other supported currency); for example, Famecycle will round up an amount of 106.00, and 109.00.

Some currencies are denominated in large numbers. In those cases, Famecycle may determine the functional base unit in which those currencies are denominated to be 10, 100 or 1,000 of the currency; the corresponding examples for such currencies would be for Famecycle to round up an amount of 1,045 up to 1,050 and 1,044 down to 1,040, or 35,450 up to 35,500 and 35,449 down to 35,400, or 837,500 up to 838,000 and 837,499 down to 837,000.

I.      Donations

Some Event Owners may pledge to donate a portion of the funds they receive from Events made via the Application and Services to a particular cause or charity. Famecycle does not take any responsibility or liability for whether the Event Owner does in fact make the donation he or she pledged to make. In such cases, the Event Owner in question is responsible for his or her own compliance with all laws and regulations applicable to such pledges and/or fund-raising.

10             

Taxes

Tax regulations may require us to collect appropriate tax information from our Members, or to withhold taxes from payouts to Event Owners, or both. You, as an Event Owner, are solely responsible for keeping the information in your tax forms current, complete and accurate. If you, as an Event Owner, fail to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold taxes from payments to you (e.g. where you are a US Event Owner and you fail to provide us with a completed IRS Form W–9), we reserve the right in our sole discretion to freeze all payouts to you until resolution, to withhold such amounts as required by law, or to do both.

You, as an Event Owner, understand and agree that you are solely responsible for determining (i) your applicable Tax reporting requirements, and (ii) the Taxes that should be included, and for including Taxes to be collected or obligations relating to applicable Taxes on Events. You are also solely responsible for remitting to the relevant authority any Taxes included or received by you. Famecycle cannot and does not offer Tax-related advice to any Members.

You understand and acknowledge that appropriate governmental agencies, departments or authorities (the “Tax Authority“) where your Event is located may require Taxes to be collected from Participants or Event Owners on the amount paid for the right to use and/or occupancy of Event Venues, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these taxes may be required to be collected and remitted as a percentage of the Ticket Price set by Event Owners, or other variations, and are sometimes called “venue taxes”, “sales and use taxes,” “value added taxes,” or “tourist taxes” (hereafter, “Event Taxes”).

A.    Event Tax Collection and Remittance

                         

In certain jurisdictions, Famecycle may decide in its sole discretion to facilitate collection and remittance of Event Taxes from or on behalf of Participants and Event Owners, in accordance with your directions in these Terms (“Collection and Remittance”) if such tax jurisdiction asserts Famecycle or Event Owners have a tax collection and remittance obligation.

In any jurisdiction in which we decide to facilitate direct Collection and Remittance, whether you are an Event Owner or Participant, in lieu of the Event Owner collecting Event taxes from Participants and remitting to the Tax Authority, you hereby instruct and authorize Famecycle to collect Occupancy Taxes from Participants on the Event Owner’s behalf at the time Total Event Price are collected, and to remit such Event Taxes to the Tax Authority.

When Famecycle facilitates Collection and Remittance of Event Taxes in a jurisdiction for the first time, Famecycle will provide notice to existing Event Owners with Events in such jurisdictions. The amount of Event Taxes, if any, collected and remitted by Famecycle will be visible to and separately stated to both Participants and Event Owners on the Application.

Where Famecycle is directly facilitating Collection and Remittance, Participants and Event Owners agree that Event Owners are not permitted to attempt collection, or collect any Event Taxes being collected by Famecycle relating to their Events on Famecycle in that such jurisdiction.

You expressly agree to release, defend, indemnify, and hold Famecycle and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, debts, obligations, and expenses, including, without limitation, reasonable legal and/or accounting fees, arising out of or in any way related to Event Taxes, including, without limitation, the applicability of, calculation, collection or remittance of Event Taxes in any amount or at all as to your transactions or Events. For any jurisdiction in which we facilitate Collection and Remittance, Event Owners and Participants expressly grant us permission, without further notice, to store, transfer and disclose data and other information relating to them or to their transactions, Bookings, Events, Venues and Event Taxes, including, but not limited to, personally identifiable information such as Event Owner’s or Participant’s name, Event addresses, transaction dates and amounts, tax identification number(s), the amount of taxes collected from Participants or allegedly due, contact information and similar information, to the relevant Tax Authority.

                         

B.    Opt-in to Event Owner Remittance of Taxes

In other jurisdictions, Famecycle may decide in its sole discretion to facilitate Event Tax collection on behalf of Event Owners and Participants in accordance with an Event Owner’s direction to opt in to a specific Event Tax line item in the Booking process, in which the Event Owner directs that Event Taxes from Participants be sent directly to the Event Owner so that the Event Owner will remit such taxes directly to Tax Authority (“Opt-in for Event Owner Remittance”). In any jurisdiction in which we decide to facilitate Collection by Opt-in for Event Owner Remittance, whether you are a Participant or Event Owner, you hereby instruct and authorize Famecycle to send Event Taxes received from Participants at the time Ticket Price and Total Event Price are collected to the Event Owner who is obligated to send such taxes to the Tax Authority directly.

If Famecycle offers and an Event Owner selects Opt-in for Event Owner Remittance in any jurisdiction, Participants and Event Owners remain solely responsible and liable for the payment and remittance of any and all taxes that may apply to Events and Venues; you agree and understand that Famecycle is not responsible for, and will not send any such Event Taxes to the Tax Authority under Opt-in to Event Owner Remittance of Taxes. You hereby agree that through third party payment processors, Famecycle is merely processing Your election and direction to have Event Taxes from Participants sent directly to the Event Owner for remittance by the Event Owner to the Tax Authority, and that You will remit all amounts collected from Participants as Event Taxes to such Tax Authority. You expressly agree to release, defend, indemnify, and hold Famecycle and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, debts, obligations, and expenses, including, without limitation, reasonable legal and/or accounting fees, arising out of or in any way related to Event Taxes, including, without limitation, the applicability of, calculation of, collection of Event Taxes in any amount or at all as to your transactions, Events or Venues. For any jurisdiction in which we facilitate Opt-in for Event Owner Remittance, Event Owners and Participants expressly grant us permission, without further notice, to store, transfer and disclose data and other information relating to them or to their transactions, Bookings, Events and Event Taxes, including, but not limited to, personally identifiable information such as Event Owner’s or Participant’s name, Event addresses, transaction dates and amounts, tax identification number(s), the amount of taxes received by Event Owners from Participants, or allegedly due, contact information and similar information, to the relevant Tax Authority.

C.     Miscellaneous Event Tax Provisions

Whether you are a Participant or Event Owner, you agree that any claim or cause of action relating to Famecycle’s facilitation of Opt-in for Event Owner Remittance or Collection and Remittance of Event Taxes shall not extend to any supplier or vendor that may be used by Famecycle in connection with facilitation of Opt-in Remittance or Collection and Remittance of Event Taxes, if any. Participants and Event Owners agree that we may seek additional amounts from You in the case that the Taxes collected and/or remitted are insufficient to fully discharge your obligations to the Tax Authority, and agree that your sole remedy for Event Taxes collected is a refund of Event Taxes collected by Famecycle from the applicable Tax Authority in accordance with applicable procedures set by that Tax Authority.

In any jurisdiction in which we have not provided notice of, or are not facilitating (or are no longer facilitating) the collection or remittance of Event Taxes by Collection and Remittance, Opt-in for Event Owner Remittance or any other means or method, in your jurisdiction, Event Owners and Participants remain solely responsible and liable for the collection and/or remittance of any and all Event Taxes that may apply to Event or Venue.

Event Owners and Participants acknowledge and agree that in some jurisdictions, Famecycle may decide not to facilitate collection or remittance of Event Taxes or may not be able to facilitate the collection and/or remittance of Event Taxes, and nothing contained in these Terms of Service is a representation or guarantee that Famecycle will facilitate collection and/or remittance of Event Tax anywhere at all, including in any specific jurisdiction, or that Famecycle will continue to facilitate any collection or remittance of Event Tax in any specific jurisdiction in which it may have been offered. Famecycle reserves the right, in its sole determination, to cease any facilitation of any collection and remittance of Event Tax (regardless of method used or to be used in the future) for any reason or no reason at all, provided that it will give Event Owners reasonable notice in any jurisdiction in which Famecycle determines to cease any such facilitation.

11             

Currency

Famecycle’s online platform facilitates Bookings between Participants and Event Owners who may pay in a currency different from the currency set by Event Owner, which may require currency conversions to accommodate these differing currency preferences. Although the Famecycle platform allows users to view the payment and payout amounts in a number of currencies, all transactions will be implemented in United States Dollar (USD) by Famecycle.

When Event Owners create new events, they can set ticket price in any currency based on actual exchange rates. However, ticket price will be converted to U.S. Dollar at the time you create the event. Event Owners can see the exact ticket price in U.S. Dollar on ticket price/info page.

You, as an Event owner, will receive the event revenue in your own currency. You can see the exact payout amount in U.S. Dollar on your event page/report tab/sales report info page. However, as we implement all transactions in U.S. Dollar, your third-party payout processors or provider may apply a currency conversion rate or fees to your payout. Please contact your provider (e.g. PayPal or bank) for information on what fees may apply. Famecycle does not charge any conversion fee for payouts.

Members will be charged in U.S. Dollar when their event applications are approved. Before confirming the event application, the exact total event price and its breakdown will be shown to the user in U.S. Dollar on info page. Total event price shown in other currencies may slightly vary due to actual exchanges rate and Member’s payment method on approval day. Famecycle does not charge any conversion fee for payments.

12             

Damage to Venue and Inappropriate Behaviors.

You, as an Event Owner and Participants, acknowledge and agree that your behaviors will be in accordance to Famecycle’s Terms and Community Guidelines. You agree that you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you invite to, or otherwise provide access to the Event or Venue. You are also responsible for leaving the Venue (including any personal or other property located at a Venue) in the condition it was in when you arrived.

You, as an Event Owner and Participants, acknowledge and agree that Famecycle does not offer any service about damage claims and Famecycle is not responsible for administering or accepting any damage claims, and disclaims any and all liability in this regard.

In the case that Event Owner, Participant or a third party such as Venue Owner claims and provides evidence of damage or Inappropriate Behaviors, Famecycle reserves the right, in its sole determination, to cancel membership of the Members or limit the Member’s access to his or her Famecycle account without prior notice.

Both Participants and Event Owners agree to cooperate with and assist Famecycle in good faith, and to provide Famecycle with such information and take such actions as may be reasonably requested by Famecycle, in connection with any damage claims or other complaints or claims made by Members relating to Events, Venue, behaviors or with respect to any investigation undertaken by Famecycle or a representative of Famecycle regarding use or abuse of the Application or the Services.

13             

Overstaying without the Event Owner’s Consent

Participants agree that a confirmed Booking is merely a license granted by the Event Owner to the Participants to attend Event and use the Venue for the limited duration of the Event and in accordance with the Participant’s agreement with the Event Owner. Participants further agree to leave the Event and Venue no later than the end “Check-Out” time of the Event. If a Participant’s stay pasts the agreed upon Check-Out time without the Event Owner’s consent, Participant no longer has a license to stay in the Event and Venue, the Event Owner is entitled to make the Participant leave. Participants agree that Famecycle is free to evaluate the claims about overstaying and reserves the right, in its sole determination, to cancel membership of the Members or limit the Member’s access to his or her Famecycle account without prior notice.

14             

User Conduct

You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Application, Services and Collective Content. In connection with your use of the Application, Services and Collective Content, you may not and you agree that you will not:

·      violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and Tax regulations;

·      use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Application, Services or Collective Content;

·      access or use our Application, Services or the Famecycle API to use, expose, or allow to be used or exposed, any Famecycle Content: (i) that is not publicly displayed by Famecycle in its search results pages or Event Pages before a Booking is confirmed; (ii) in any way that is inconsistent with the Famecycle’s Terms, Policies and Community Guidelines; or (iii) in any way that otherwise violates the privacy rights or any other rights of Famecycle’s users or any other third party;

·      use the Application, Services or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Famecycle endorsement, partnership or otherwise misleads others as to your affiliation with Famecycle;

·      dilute, tarnish or otherwise harm the Famecycle brand in any way, including through unauthorized use of Collective Content, registering and/or using Famecycle or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Famecycle domains, trademarks, taglines, promotional campaigns or Collective Content

·      copy, store or otherwise access or use any information contained on the Application, Services or Collective Content for purposes not expressly permitted by these Terms;

·      infringe the rights of Famecycle or the rights of any other person or entity, including without limitation, their intellectual property, privacy, publicity or contractual right

·      interfere with or damage our Application or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;

·      use our Application or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;

·      use our Application, Services or Collective Content in connection with the distribution of unsolicited commercial email (“spam”) or advertisements unrelated to lodging in a private residence;

·      “stalk” or harass any other user of our Application, Services or Collective Content, or collect or store any personally identifiable information about any other user other than for purposes of transacting as an Famecycle Participant or Event Owner;

·      offer, as an Event Owner, any Event or Venue that you do not yourself own or have permission to Book or Use as a residential or other property (without limiting the foregoing, you will not list Events as an Event Owner if you are serving in the capacity of an agent for a third party);

·      offer, as an Event Owner, any Venue that may not be Booked pursuant to the terms and conditions of an agreement with a third party;

·      register for more than one Famecycle Account or register for a Famecycle Account on behalf of an individual other than yourself;

·      contact another Member for any purpose other than asking a question related to an Offer, Booking, Event, Venue, or the Member’s use of the Application and Services;

·      recruit or otherwise solicit any Event Owner or other Member to join third-party services, application or websites that are competitive to Famecycle, without Famecycle’s prior written approval;

·      impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;

·      use automated scripts to collect information from or otherwise interact with the Application, Services or Collective Content;

·      use the Application, Services or Collective Content to find an Event Owner or Participant and then complete a Booking of an Event independent of the Application or Services, in order to circumvent the obligation to pay any Service Fees related to Famecycle’s provision of the Services or for any other reasons;

·      as an Event Owner, submit any Event with false or misleading information, including price information, or submit any Event with a price that you do not intend to honor;

·      violate these Terms or Famecycle’s then-current Policies and Community Guidelines or Standards;

·      engage in disruptive, circumventive, abusive or harassing behavior in any area or aspect of our Platform, Application, or Services;

·      post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;

·      systematically retrieve data or other content from our Application or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;

·      use, display, mirror or frame the Application, Services or Collective Content, or any individual element within the Application, Services or Collective Content, Famecycle’s name, any Famecycle trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Application or Services, without Famecycle’s express written consent;

·      access, tamper with, or use non-public areas of the Application or Services, Famecycle’s computer systems, or the technical delivery systems of Famecycle’s providers;

·      attempt to probe, scan, or test the vulnerability of any Famecycle system or network or breach any security or authentication measures;

·      avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Famecycle or any of Famecycle’s providers or any other third party (including another user) to protect the Application, Services or Collective Content;

·      forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Application, Services or Collective Content to send altered, deceptive or false source-identifying information;

·      attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Application, Services or Collective Content;

·      advocate, encourage, or assist any third party in doing any of the foregoing; or

·      accept or make a payment for Ticket Price and Total Event Price outside the Famecycle, Application or Services. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Famecycle harmless from any liability for such payment.

Famecycle has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. In addition, and as set in these Terms, Famecycle may take a range of actions against you, including but not limited to removing or disabling access to any or all of your Member Content or deactivating or canceling your Event(s) or Famecycle Account, for a violation of this Section or these Terms.

Famecycle may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against Famecycle or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements with users, such as these Terms (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of Famecycle, its users, or members of the public. You acknowledge that Famecycle has no obligation to monitor your access to or use of the Application, Services or Collective Content or to review, remove, disable access to or edit any Member Content, but has the right to do so for the purpose of operating and improving the Application and Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms. Famecycle reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Famecycle, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Application or Services.

 

Reporting Misconduct

If you think that an Event Owner or Participant is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Famecycle by contacting us with your police station and report number; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.

15             

Privacy

You agree that Famecycle’s Privacy Policy (as may be updated from time to time) governs Famecycle’s collection and use of your personal information.

16             

Intellectual Property Ownership and Rights Notices

The Application, Services, and Collective Content including Famecycle’s website are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Application, Services and Collective Content, including all associated intellectual property rights, are the exclusive property of Famecycle and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Application, Services, or Collective Content. All trademarks, service marks, logos, trade names, and any other proprietary designations of Famecycle used on or in connection with the Application, Services, and Famecycle Content are trademarks or registered trademarks of Famecycle in the US and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Application, Services, and Famecycle Content are used for identification purposes only and may be the property of their respective owners. As an Event Owner, Participant, or Member, you understand and agree that you are bound by the additional Terms, Guidelines and Policies that apply to your use of the Application, Services and Collective Content.

17             

Additional Terms

Our Application and Services have different products, features and offerings, so sometimes additional terms or product requirements may apply to your use of those products, features or offerings. If additional terms are available for the relevant product or Services you use, those additional terms become part of these Terms.

18             

Application License

Subject to your compliance with these Terms, Famecycle grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on each mobile device or computer that you own or control and run such copy of the Application solely for your own personal use. Furthermore, with respect to any Apple App Store Sourced Application (defined below), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Famecycle reserves all rights in the Application not expressly granted to you by these Terms.

19             

Famecycle Content and Member Content License

Subject to your compliance with these Terms, Famecycle grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Famecycle Content solely for your personal and non-commercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.

You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Application, Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Famecycle or its licensors, except for the licenses and rights expressly granted in these Terms.

20             

Member Content

We may, in our sole discretion, permit you to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Application, Services, or through Famecycle promotional campaigns, you hereby grant to Famecycle a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, translate, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, by means of or to promote or market the Application and Services. Famecycle does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.

You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Application, Services or through Famecycle promotional campaigns. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Application, Services or through Famecycle promotional campaigns or you have all rights, licenses, consents and releases that are necessary to grant to Famecycle the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Famecycle’s use of the Member Content (or any portion thereof) on, through or by means of the Application, the Services or Famecycle promotional campaigns will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

21             

Links

The Application and Services may contain links to third-party websites or resources. You acknowledge and agree that Famecycle is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Famecycle of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.

Some portions of the Famecycle platform, Application and Services implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to Google’s terms of use.

22             

Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Application and Services (“Feedback”). You may submit Feedback by emailing us, through the “Settings/Feedback” section of the Application, or by other means of communication. You acknowledge and agree that all Feedback you give us will be the sole and exclusive property of Famecycle and you hereby irrevocably assign to Famecycle and agree to irrevocably assign to Famecycle all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback. At Famecycle’s request and expense, you will execute documents and take such further acts as Famecycle may reasonably request to assist Famecycle to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

23             

Copyright Policy

Famecycle respects copyright law and expects its users to do the same. It is Famecycle’s policy to terminate in appropriate circumstances the Famecycle Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Famecycle’s Copyright Policy (http://www.famecycle.com/copyrightpolicy) for further information.

24             

Term and Termination, Suspension and Other Measures

A.    Term

These Terms shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Famecycle terminate these Terms as described below.

B.    Termination for convenience

You may terminate these Terms at any time via the “Deactivate Account” feature on the Application. If you cancel your Famecycle Account as an Event Owner, all your Events , confirmed Bookings, event applications and offers will be automatically canceled and your Participants will receive a full refund for the canceled events. If you cancel your Famecycle Account as a Participant, any event applications, offers and confirmed Booking will be automatically canceled and any refund will depend upon the terms of the applicable cancellation policy. You, as a Member, agree that Famecycle will preserve your account info and history for later reference purposes after deactivation of your account. Without limiting our rights specified below, Famecycle may terminate these Terms for convenience at any time by giving you 30 days’ notice via email to your registered email address.

C.     Termination for breach, suspension and other measures

Famecycle may immediately, without notice terminate these Terms if (i) you have materially breached these Terms, our Policies or Community Guidelines, including but not limited to any breach of your warranties outlined in these Terms or breach of the “User Conduct” provisions in these Terms, (ii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Famecycle Account registration, or Event process or thereafter, (iii) you have violated applicable laws, regulations or third party rights, or (iv) Famecycle believes in good faith that such action is reasonably necessary to protect the safety or property of other Members, Famecycle or third parties, for fraud prevention, risk assessment, security or investigation purposes.

In addition, Famecycle may deactivate or delay Events, reviews, or other Member Content, cancel any pending or confirmed Bookings, limit your use of or access to your Famecycle Account and the Application or Services, temporarily or permanently revoke any special status associated with your Famecycle Account, or temporarily or permanently suspend your Famecycle Account if (i) you have breached these Terms or our Policies, including material and non-material breaches and receiving poor ratings from Event Owners and Participants, or (ii) Famecycle believes in good faith that such action is reasonably necessary to protect the safety or property of Members, Famecycle or third parties, for fraud prevention, risk assessment, security or investigation purposes.

If we take any of the measures described in this Section 24.C, we may (i) communicate to your Participants or Event Owners that a pending or confirmed Booking has been canceled, (ii) refund your Participants in full for any and all confirmed Bookings, irrespective of preexisting cancellation policies, and (iii) you will not be entitled to any compensation for confirmed Bookings that were canceled.

In case of non-material breaches and where appropriate, you will be given notice of any measure by Famecycle and an opportunity to resolve the issue to Famecycle’s reasonable satisfaction.

D.    Consequences

If you or we terminate this Agreement, we do not have an obligation to delete or return to you any of your Member Content, including but not limited to any reviews or Feedback. When this Agreement has been terminated, you are not entitled to a restoration of your Famecycle Account or any of your Member Content. If your access to or use of the Application and Services has been limited or your Famecycle Account has been suspended or this Agreement has been terminated by us, you may not register a new Famecycle Account or attempt to access and use the Application and Services through other Famecycle Accounts.

E.     Survival

If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.

25.

Disclaimers

IF YOU CHOOSE TO USE THE APPLICATION, SERVICES OR COLLECTIVE CONTENT, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT FAMECYCLE DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND OR REGISTERED SEX OFFENDER CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, PARTICIPNATS AND EVENT OWNERS. BUT MAY CONDUCT SUCH BACKGROUND OR REGISTERED SEX OFFENDER CHECKS, IN OUR SOLE DISCRETION, TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND IF WE HAVE SUFFICIENT INFORMATION TO IDENTIFY A MEMBER. IF WE CHOOSE TO CONDUCT SUCH CHECKS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, THAT SUCH CHECKS WILL IDENTIFY PRIOR MISCONDUCT BY A USER OR GUARANTEE THAT A USER WILL NOT ENGAGE IN MISCONDUCT IN THE FUTURE.

IF YOU CHOOSE TO USE THE PAYMENT SERVICES, YOU DO SO VOLUNTARILY AND AT YOUR SOLE RISK. THE PAYMENT SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.

THE APPLICATION, SERVICES, COLLECTIVE CONTENT AND REFERRAL PROGRAM ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, FAMECYCLE EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. FAMECYCLE MAKES NO WARRANTY THAT THE APPLICATION, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE EVENTS OR ANY EVENT VENUE, OR THE REFERRAL PROGRAM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. FAMECYCLE MAKES NO WARRANTY REGARDING THE QUALITY OF ANY EVENTS, EVENT VENUE, EVENT OWNERS, PARTICIPANTS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, APPLICATION, SERVICES OR REFERRAL PROGRAM.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM FAMECYCLE OR THROUGH THE APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY EVENT OWNER OR PARTICIPANT. YOU UNDERSTAND THAT FAMECYCLE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE APPLICATION OR SERVICES OR TO REVIEW OR VISIT ANY EVENT AND EVENT VENUE. FAMECYCLE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE APPLICATION OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE APPLICATION OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, PARTICIPANTS AND EVENT OWNERS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY FAMECYCLE. FAMECYCLE EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY PARTICIPANT OR OTHER THIRD PARTY.

26.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE APPLICATION, SERVICES AND COLLECTIVE CONTENT, YOUR EVENTS OR BOOKING OF ANY EVENTS VIA THE APPLICATION AND SERVICES, YOUR PARTICIPATION IN THE REFERRAL PROGRAM, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF FAMECYCLE WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER FAMECYCLE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE APPLICATION, SERVICES, COLLECTIVE CONTENT OR THE REFERRAL PROGRAM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE APPLICATION, SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE APPLICATION, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE APPLICATION, SERVICES, OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM OR FROM YOUR EVENT OR BOOKING OF ANY EVENT VIA THE APPLICATION AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT FAMECYCLE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS BASED ON SALES REPORT PUBLISHED ON THE SPECIFIC EVENT PAGE AFTER EVENT CONCLUSION TO APPLICABLE EVENT OWNERS PURSUANT TO THESE TERMS, IN NO EVENT WILL FAMECYCLE’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE APPLICATION AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR EVENT OR BOOKING OF ANY EVENT VIA THE APPLICATION AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE APPLICATION, SERVICES, OR COLLECTIVE CONTENT OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM AND IN CONNECTION WITH ANY EVENT OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE APPLICATION AND SERVICES AS A PARTICIPANT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE AN EVENT OWNER, THE AMOUNTS PAID BY FAMECYCLE TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FAMECYCLE AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

27.

Indemnification

You agree to release, defend, indemnify, and hold Famecycle and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Application, Services, or Collective Content or your violation of these Terms; (b) your Member Content; (c) your (i) interaction with any Member, (ii) Booking of an Event, or (iii) Creation of an Event, or (iv) Sending an Offer; (d) the use or condition of an Event Venue by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a Booking, Offer or use of an Event Venue; and (e) your participation in the Referral Program.

28.

Export Control and Restricted Countries

You may not use, export, re-export, import, or transfer the Application except as authorized by United States law, the laws of the jurisdiction in which you obtained the Application, and any other applicable laws. In particular, but without limitation, the Application may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using the Application and Services, you represent and warrant that (i) neither you nor your listed Event is located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Application and Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons. Famecycle does not permit Events associated with certain countries due to U.S. embargo restrictions. In addition to complying with the above, you must also comply with any relevant export control laws in your local jurisdiction.

29.

Accessing and Downloading the Application from iTunes

The following applies to any Application accessed through or downloaded from the Apple App Store (“App Store Sourced Application”):

·      You acknowledge and agree that (i) these Terms are concluded between you and Famecycle only, and not Apple, and (ii) Famecycle, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Services.

·      You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

·      In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Famecycle and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Famecycle.

·      You and Famecycle acknowledge that, as between Famecycle and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

·      You and Famecycle acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Famecycle and Apple, Famecycle, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.

·      You and Famecycle acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.

·      Without limiting any other terms of these Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

30.

Entire Agreement

Except as they may be supplemented by a document referenced and incorporated herein or by additional Famecycle policies, guidelines, standards, or terms for a specific product, feature, service or offering, these Terms constitute the entire and exclusive understanding and agreement between Famecycle and you regarding the Application, Services, Collective Content and any Events, Venues or Bookings of an Event, Offers made via the Application and Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Famecycle and you regarding Offers, Bookings or Events, the Application, Services, and Collective Content.

31.

Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Famecycle’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Famecycle may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

32.

Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Famecycle (i) via a Communication or (ii) by posting to the website www.famecycle.com or via the Application. For notices made via a Communication, the date of receipt will be deemed the date on which such notice is transmitted.

33.

Controlling Law and Jurisdiction

These Terms and your use of the Services will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a state court located in San Francisco County, San Francisco, California or a United States District Court, Northern District of California located in San Francisco, California for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution provision below.

34.

Dispute Resolution

You and Famecycle agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services or use of the Application or Collective Content (collectively, “Disputes“) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and Famecycle are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding. Further, unless both you and Famecycle otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

A.    Arbitration Rules and Governing Law.

This agreement to arbitrate evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by the American Arbitration Association (“AAA“) in accordance with the Consumer Arbitration Rules (the “AAA Rules“) then in effect, except as modified by this “Dispute Resolution” section. The Federal Arbitration Act will govern the interpretation and enforcement of this section.

B.    Arbitration Process.

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

C.     Arbitration Location and Procedure.

Unless you and Famecycle otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Famecycle submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

D.    Arbitrator’s Decision.

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Famecycle will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

E.     Fees.

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Famecycle will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

F.     Changes.

Notwithstanding the provisions of the “Modification” section above, if Famecycle changes this “Dispute Resolution” section after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Famecycle’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Famecycle in accordance with the provisions of this “Dispute Resolution” section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).

35.

General

The failure of Famecycle to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Famecycle. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

36.

Third party beneficiary

These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

37.

Contacting Famecycle

If you have any questions about these Terms or any App Store Sourced Application, please contact Famecycle through the Application.