Terms of Service
Terms of Service
Last Revised: March 31, 2021
Taper, LLC (“Taper”, “we”, “us”, or “our”) makes it simple to organize, execute, market, and register for Events by empowering users who are Event organizers, Event planners, and/or charitable organizations, and their representatives (“Organizers”, “you”, or “your”), with state-of-the-art tools to plan their Events, track their progress, and engage users who want to purchase tickets to, register for, participate in, purchase Products or Membership Services from, or donate to Events (each, a “Participant”) listed by Organizers through the Service (as defined below). Additionally, Taper makes the registration and Donation process fast and easy for Participants.
1. ACCEPTANCE OF TERMS.
This Terms of Service governs your use of (a) the Taper website, platform, and mobile application (collectively, the “Platform”) and/or (b) any and all services available on or through the Platform or otherwise provided by Taper for your Events, including, without limitation, data feeds, analytic tools, and e-mail and text messaging services (collectively with the Platform, the “Service”). The Service, and any data of any kind collected through the Service, except for Personal Data, are owned by Taper.
Taper reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this Terms of Service at any time. It is your responsibility to check this Terms of Service periodically for changes. Your continued use of the Service following the posting of any changes to this Terms of Service constitutes acceptance of those changes. If any change to this Terms of Service is not acceptable to you, your sole remedy is to cease accessing and using the Service.
2. DESCRIPTION OF TAPER.
Taper provides a simple and quick means for Organizers to obtain Event Registrations and collect Payments from the sale of registrations, including all applicable Event Registration Fees, merchandise, and services for Events listed by Organizers through the Service. Taper also provides Organizers with the ability to solicit Donations from Participants with respect to Events listed by Organizers through the Service. Organizers may visit the Platform, fill out a questionnaire, or otherwise transmit to Taper information about their Event, including pricing, location, inventory, etc., and collect Event Registration Fees online directly from Participants.
4. YOUR USE OF THE SERVICES.
4.1 Granting the Right to Use.
Taper hereby grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service solely for the purposes of creating an Event with respect to, and promoting, managing, tracking, analyzing data, and collecting Event Registration Fees for, an Event that you have listed through the Service, in each case (i) in compliance with this Terms of Service, and (ii) to the extent permitted under all applicable laws and regulations.
Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: (i) modify, reproduce or otherwise create derivatives of any part of the Service or the Platform Content (as defined below); (ii) reverse engineer, disassemble, decompile, decode, or otherwise attempt to discover the source code or structure, sequence, and organization of all or any part of the Service; (iii) intentionally bypass, breach, disable or defeat any security feature or protection used in, or in connection with, the Service; (iv) rent, lease, lend, resell, sublicense, assign, distribute, publish, transfer, or use the Service for timesharing, service bureau, or commercial purposes (except for the limited commercial purpose of collecting Event Registration Fees through the Service as an Organizer in accordance with this Terms of Service); (v) remove or alter any proprietary or legal markings, legends, notices, restrictions, or labels on or in the Service or the Platform Content; (vi) at any time, use, develop, distribute, or aid others in developing any software or service which is substantially functionally similar to any part of the Service, and/or which infringes any intellectual property rights of Taper; (vii) engage in any activity that interferes with or disrupts the Service or the use of the Service by others; (viii) export or re-export the Platform (a) into any country prohibited by the United States Export Administration Act and related regulations; (b) into any U.S.-embargoed country; or (c) to any person or entity on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List; (ix) share access to the Service with an unauthorized person or entity; (x) use any part of the Service for any third party or allow any third party to use any part of the Service; (xi) use the Service for any purposes prohibited by United States or other national or international law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons or any other similar use, including but not limited to aviation navigation or communication systems, life support systems and equipment; or in special risk areas that require error-free, permanent supervision or operation of relevant systems and in which the failure of the software may result in a direct risk for life, body, health or in substantial damages to property or the environment; (xii) attempt to gain unauthorized access to any part of the Service, account, computer system or network associated with the Service, Taper or any other customer or supplier of Taper; (xiii) use any part of the Service to infringe or violate the rights of any other party or contribute to or encourage infringing or otherwise unlawful conduct; (xiv) use the Service to violate any applicable law.
4.3 Refund Policy.
Taper will not be responsible to you for a refund, in whole or part, for any reason, for any fees whatsoever, including Event Registration Fees. It is the responsibility of the Organizer to communicate its refund policy to Participants and to issue refunds to Participants via the Service or otherwise. If a Participant desires to request a refund, the Participant must request a refund directly to and from the Organizer. All communications or disputes regarding refunds are between the Organizer and Participant, and Taper shall not be responsible or liable for refunds, errors in issuing refunds, or lack of refunds in connection with the Service.
5. YOUR REGISTRATION OBLIGATIONS.
To be a registered user of the Service as an Organizer, you agree to: (i) provide true, accurate, current, and complete information about yourself as prompted by the Platform registration form (“Registration Data”) and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or Taper has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Taper has the right to suspend or terminate all of your accounts and refuse any and all of your current or future use of the Service (or any portion thereof). Taper is concerned about the safety and privacy of all of its users, particularly children. You must be at least 18 years of age, or the legal age of majority where you reside if that jurisdiction has an older age of majority, to register for an account.
6. ACCOUNT, PASSWORD, AND SECURITY.
As part of the Platform registration process, you have the option of either signing up using your Facebook account or by creating a personal username, password, and account. You are responsible for maintaining the confidentiality of your username, password, and account, and are fully responsible for all activities that occur under your account, including, without limitation, all actions by sub-users registered under your account. You agree to (i) immediately notify Taper of any unauthorized use of your password or account or any other breach of security, and (ii) ensure that you exit from your account at the end of each session. Taper cannot and will not be liable for any loss, damage, or other liability arising from your failure to comply with this Section or from any unauthorized access to or use of your account. In the event of any dispute between two or more parties as to account ownership, you agree that Taper shall be the sole arbiter of such dispute in its sole discretion and that Taper's decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.
7. INTELLECTUAL PROPERTY.
7.1 Taper Trademarks.
The trademarks, service marks, and logos of Taper (“Taper Trademarks”) used and displayed in connection with the Service are registered and unregistered trademarks or service marks of Taper. Other company, product, and service names used in connection with the Service may be trademarks or service marks owned by third parties (“Third Party Trademarks”, and, collectively with Taper Trademarks, the “Trademarks”). The offering of the Service shall not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Service without the prior written consent of Taper specific for each such use. The Trademarks may not be used to disparage Taper, any third party or Taper’s or third party's products or services, or in any manner (in Taper’s sole judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless Taper approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any Taper Trademark shall inure to Taper's benefit. Taper reserves all rights not expressly granted to you pursuant to this Terms of Service.
7.2 Taper Copyrights.
All content included on the Platform, such as text, graphics, logos, button icons, images, audio clips, and applications, as well as the compilation of any of the foregoing (meaning the collection, arrangement and assembly) (“Taper Copyrights”), are the property of Taper or its content suppliers and protected by U.S. and international copyright laws. You acknowledge and agree that Taper Copyrights presented to you through the Platform or by any third party advertisers are protected by all relevant proprietary rights and laws. Except as expressly authorized by Taper or such third party advertisers, you agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Platform and/or the Service, in whole or in part. Taper reserves all rights not expressly granted to you pursuant to this Terms of Service.
8.1 Platform Content.
You agree that all material, excluding Personal Data, but otherwise including, without limitation, information, data, text, design elements, graphics, images, audio, video, and other content (“Content”), contained in or delivered via the Service or otherwise made available by Taper in connection with the Service (“Platform Content”) is protected by copyrights, trademarks, service marks, trade secrets, or other intellectual property and other proprietary rights and laws. Taper may own the Platform Content, or portions of the Platform Content may be made available to Taper through arrangements with third parties. Except as expressly authorized by Taper in writing or in connection with your use of the intended functionality of the Service, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works of any Platform Content, or post any Platform Content on any other web site or in a networked computer environment for any purpose. You shall use the Platform Content only for purposes that are permitted by this Terms of Service, your agreement with Taper, and any applicable laws and regulations. Any rights not expressly granted in this Terms of Service are reserved.
8.2 Your Content.
The Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any Content made available in connection with the Service infringes your copyright, you (or your agent) may send us a notice requesting that the Content be removed, or access to it blocked. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details). Notices and counter notices with respect to the Service should be sent to:
Taper App Corporation, Inc.
Attn: Designated DMCA Agent
100 Biscayne Blvd, Suite 2106
Miami, FL 33132
Taper has adopted and currently implements a policy of terminating, in appropriate circumstances, the accounts of users who are deemed repeat infringers or who are repeatedly charged with infringement.
9.1 Certain Restrictions.
You understand that you are liable for all Content, in whatever form, that you provide or otherwise make available to or through the Service, including to Participants and other users of the Service. You agree not to use the Service to:
upload, post, e-mail, transmit, or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;
upload, post, e-mail, transmit, or otherwise make available any Content that is false, inaccurate, incomplete, untimely, or misleading;
target or harm minors in any way;
facilitate gambling, gaming, lotteries, raffles, contests, sweepstakes, and/or any other activity featuring the award of a prize other than raffles, contests, or sweepstakes conducted in a manner that complies with the law;
impersonate any person or entity, including, but not limited to, a Taper representative or forum leader, or falsely state or otherwise misrepresent your affiliation with a person or entity;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
upload, post, e-mail, transmit, or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
upload, post, e-mail, transmit, or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright, or other intellectual property or proprietary rights of any person or entity;
upload, post, e-mail, transmit, or otherwise make available any Content related to the sale or provision of goods and services other than the sale or provision of registrations to Events listed on the Platform and other goods and services being sold or provided in conjunction with such Events;
upload, post, e-mail, transmit, or otherwise make available any Content that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment or to otherwise interact with the Service in a manner not permitted by this Terms of Service or expressly authorized by Taper;
interfere with or disrupt the Service or servers or networks connected to the Service, interfere with the use of the Service by others, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;
intentionally or unintentionally violate any applicable law or regulation;
use an inappropriate user name of any kind;
provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
stalk or otherwise harass any person or entity; or
collect or store Personal Data about other users in connection with the prohibited conduct and activities set forth in paragraphs above.
9.2 Certain Remedial Rights.
You acknowledge that Taper does not pre-screen any Content provided or made available by you or any third party in connection with the Service, but that Taper and its designees shall have the right (but not the obligation) in their sole discretion to (i) monitor, alter, edit, or remove any of your Content, in whole or in part, and/or (ii) rescind and terminate your right to use the Service at any time (with or without notice) for any reason or no reason.
You understand that the technical processing and transmission of the Service, including Your Content, may involve (i) transmissions over various networks; and/or (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
You may link to the Platform’s homepage, provided you do so in a way that is fair, legal, consistent with this Terms of Service and does not damage our reputation or take advantage of the Service, but you may not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists. You may not establish a link from any website that is not owned by you. The Platform may not be framed on any other website, nor may you create a link to any part of the Platform other than the homepage. You agree to cooperate with us in causing any unauthorized framing or linking to cease immediately. We reserve the right to withdraw linking permission without notice.
11. MESSAGES AND ALERTS FROM TAPER.
11.1 PROMOTIONAL MESSAGES
BY USING THE SERVICE, YOU HEREBY GIVE TAPER, AND ITS SERVICE PROVIDERS, EXPRESS CONSENT TO CONTACT YOU ON YOUR TELEPHONE, INCLUDING, BUT NOT LIMITED TO, LEAVING YOU VOICE MESSAGES AND SENDING YOU TEXT MESSAGES, AND TO SEND YOU E-MAILS, WITH INFORMATION AND OFFERS RELATED TO THE SERVICE AND/OR YOUR USE OF THE SERVICE, INCLUDING ADVERTISING AND PROMOTIONAL INFORMATION. BY USING THE SERVICE, YOU ARE ALSO EXPRESSLY AGREEING TO RECEIVE FUTURE CALLS, TEXT MESSAGES, VOICE MAILS, AND E-MAILS THAT DELIVER ADVERTISING AND TELEMARKETING MESSAGES THAT ARE GENERATED THROUGH AN AUTOMATIC TELEPHONE DIALING SYSTEM OR AUTO-DIALER, AND ARE CONSENTING TO RECEIVING MESSAGES THAT COME VIA AN ARTIFICIAL OR PRE-RECORDED VOICE MESSAGE OR THAT COME IN THE FORM OF A MASS TEXT MESSAGE MAILER. THE TERMS OF THIS PROVISION ARE NOT A CONDITION OF YOUR USE OF THE SERVICE OR REGISTRATION FOR THE SERVICE. THIS PERMISSION CONSTITUTES PRIOR EXPRESS WRITTEN CONSENT UNDER THE TELEPHONE CONSUMER PROTECTION ACT. THIS CONSENT APPLIES EVEN IF YOU ARE CHARGED FOR THE CALL UNDER YOUR PHONE PLAN. YOU ARE RESPONSIBLE FOR ANY CHARGES THAT MAY BE BILLED TO YOU BY YOUR COMMUNICATIONS CARRIERS WHEN WE CONTACT YOU.
Taper makes no representation or warranty with respect to the content of any such communications or any goods or services which may be obtained from third parties, and you agree that neither Taper nor such third party shall have any liability with respect to the content of any such communications or any goods or services which may be obtained from such third parties. If you want to opt-out of receiving e-mails and other future contact from such third party you must contact the applicable third party directly. You acknowledge and agree that we shall not be a party to, or in any way responsible for, any transaction involving products or services made available from third parties or for any content relating to any products or services offered by third parties. You can opt-out of receiving communications from us by following the unsubscribe instructions included in our communications, changing your notification settings within the Service, or contacting DPO@Tapersports.com with your opt-out request.
11.2 Event Alerts.
Taper uses SMS text message notifications to provide Participants with alerts related to a particular Event (“Event Alerts”). For instance, after subscribing to Event Alerts for a particular Event, a Participant, or friend or family member of the Participant, can track the Participant’s progress throughout the Event through periodic alerts and receive pertinent announcements, such as changes in the Event schedule. The number and frequency of Event Alerts received is dependent on the category of Event Alerts and type of Event the Participant subscribes for. For instance, a subscriber may receive a greater number of alerts for a marathon race as compared to a 5k race due to the difference in length of the two types of races.
Taper may provide you, as the Organizer, with the right to use a sub-domain within the Platform (e.g., Tapersports.com/events/sub-domain name/). All such sub-domains are the sole property of Taper. In the event Taper provides you with a sub-domain, your right to use such sub-domain may be terminated by Taper at any time (with or without notice) for any reason or no reason.
13. ADDITIONAL SERVICES.
Taper may, upon request, and for such fees as Taper may establish from time to time in its sole discretion, provide additional services to you beyond the functionality of the Service, including, without limitation, leasing ticket scanning and other equipment, providing consultants and staffers to assist you on the date of your Event, providing access to Event related financial statements, providing data analysis services, providing dedicated account management services, providing social media management tools, and providing access to Event management tools. All such additional services, whether provided prior to, during, or following your Event, shall be deemed a part of the Service and subject to all the terms and conditions of this Terms of Service. Such additional services may be set forth in your Service Agreement. Organizer agrees and accepts that such services are provided on an “as is” and “as available” basis.
You agree to indemnify, defend, and hold harmless Taper and its affiliates, and each of its and their respective officers, directors, agents, co-branders, other partners, and employees, from and against any and all damage (whether direct, indirect, incidental, consequential, or otherwise), loss, liability, cost, and expense (including, without limitation, reasonable attorneys and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator, or otherwise), or investigation made by any third party (each a “Claim”) due to or arising out of: (i) your use of, contribution to, or connection with any of the Service, including, without limitation, the transmission of e-mails, SMS messages, other messages, and other communications with third parties, including Participants and Visitors, or violation of any rights of another; (ii) your breach of any representation and warranty made to Taper; (iii) your Content; (iv) your Event(s); and/or (v) your violation of this Terms of Service. Taper shall provide notice to you of any such Claim, provided that the failure or delay by Taper in providing such notice shall not limit your obligations hereunder. Taper reserves the right to assume the exclusive defense and control of any matter, at your sole cost and expense, which is subject to indemnification under this Section, and in such case, you agree to cooperate with all reasonable requests in assisting Taper's defense of such matter.
15. SERVICE MODIFICATIONS/SUSPENSIONS.
Your use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair, or other actions that we may take in our sole discretion and from time to time. Taper reserves the right at any time to, and from time to time may, modify, suspend, or discontinue, temporarily or permanently, the Service (or any part thereof) for any reason or no reason with or without notice. Taper will not be responsible to you for a refund, in whole or part, of applicable transaction fees for any reason. You agree that Taper shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.
Taper, in its sole discretion, may terminate your password, accounts (or any part thereof), and/or your right to use the Service, and remove and discard any and all of Your Content within the Service, at any time for any reason or no reason, including, without limitation, for lack of use, failure to timely pay any fees or other monies due Taper, or if Taper believes that you have violated or acted inconsistently with the letter or spirit of this Terms of Service. You agree that any termination of your right to use the Service may be effected without prior notice, and acknowledge and agree that Taper may immediately deactivate or delete your account and all related Content and files related to your account and/or bar any further access to such files or the Service. Further, you agree that Taper shall not be liable to you or any third-party for any termination of your right to use or otherwise access the Service.
17. DISCLAIMER OF WARRANTIES.
YOU AGREE THAT THE DISCLAIMER OF WARRANTY PROVISIONS SET FORTH BELOW ARE REASONABLE, REFLECT AN INFORMED, VOLUNTARY ALLOCATION OF THE RISKS BOTH KNOWN AND UNKNOWN THAT MAY EXIST IN CONNECTION WITH THIS TERMS OF SERVICE AND YOUR USE OR INABILITY TO USE THE SERVICE, AND ARE FUNDAMENTAL ELEMENTS OF AND MATERIALLY INDUCED TAPER TO ENTER INTO THIS TERMS OF SERVICE WITH YOU. THE DISCLAIMER OF WARRANTIES SET FORTH IN THIS TERMS OF SERVICE FORMS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND TAPER AND SHALL CONTINUE TO APPLY EVEN IF ANY EXCLUSIVE REMEDY HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE.
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TAPER HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TAPER MAKES NO WARRANTY THAT: (I) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) ANY ERRORS IN THE SERVICE WILL BE CORRECTED. TAPER WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (I) THROUGH (IV) ABOVE. TAPER IS NOT RESPONSIBLE FOR AND MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO VETTING, USE OR LOSS OF ANY CONTENT, PRODUCTS, SERVICE, ACTIONS, OR INACTIONS OF ANY ORGANIZER, PARTICIPANT, VISITOR, OR THIRD PARTY BEFORE, DURING, AND/OR AFTER AN EVENT. TAPER IS NOT RESPONSIBLE FOR AND MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO VETTING OR LOSS OF ANY PERSONAL DATA OF ANY ORGANIZER, PARTICIPANT, VISITOR, OR THIRD PARTY BEFORE, DURING, AND/OR AFTER AN EVENT. YOU ARE SOLELY RESPONSIBLE FOR BACKING-UP AND STORING SUCH PERSONAL DATA. YOU ACKNOWLEDGE THAT TAPER HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY, OR LEGALITY OF EVENTS, THE TRUTH OR ACCURACY OF ANY USERS' (INCLUDING ORGANIZERS, PARTICIPANTS, AND VISITORS) CONTENT OR LISTINGS, OR THE ABILITY OF ANY USER (INCLUDING ORGANIZERS AND PARTICIPANTS) TO PERFORM, OR ACTUALLY COMPLETE A TRANSACTION. TAPER HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY THIRD PARTY SERVICE PROVIDER. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. Notwithstanding the foregoing, you may report the misconduct of Organizers, Participants, Visitors, and/or third parties in connection with the Platform or any Service to Taper. Taper, in its sole discretion, may investigate the claim and take any necessary action.
18. LIMITATION OF LIABILITY.
YOU AGREE THAT THE LIMITATION OF LIABILITY PROVISIONS SET FORTH BELOW ARE REASONABLE, REFLECT AN INFORMED, VOLUNTARY ALLOCATION OF THE RISKS BOTH KNOWN AND UNKNOWN THAT MAY EXIST IN CONNECTION WITH THIS TERMS OF SERVICE, YOUR USE OR INABILITY TO USE THE SERVICE, OR THE SERVICE, AND ARE FUNDAMENTAL ELEMENTS OF AND MATERIALLY INDUCED TAPER TO ENTER INTO THIS TERMS OF SERVICE WITH YOU. THE LIMITATION OF LIABILITY SET FORTH IN THIS TERMS OF SERVICE FORMS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND TAPER AND SHALL CONTINUE TO APPLY EVEN IF ANY EXCLUSIVE REMEDY HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE.
TAPER SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SERVICE, OR ANY OTHER SUBJECT MATTER OF THIS TERMS OF SERVICE, FOR: (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF TAPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICE, (III) AMOUNTS IN EXCESS OF US $100.00 IN THE AGGREGATE FOR ALL CLAIMS WITH RESPECT TO THE SERVICE OR ANY OTHER SUBJECT MATTER OF THIS TERMS OF SERVICE, OR (IV) ANY MATTERS BEYOND TAPER'S REASONABLE CONTROL. TAPER SHALL HAVE NO LIABILITY WITH RESPECT TO ANY OF YOUR CONTENT OR ANY CONTENT OF ANY OTHER USER OF THE SERVICE. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
19. DISPUTE RESOLUTION.
Any controversy, claim, or dispute arising, directly or indirectly, out of this Terms of Service or your use of the Service, including, without limitation, the applicability or scope of these terms to arbitrate, shall be determined by final, binding arbitration (“Arbitration”). The Arbitration shall be administered in English by JAMS pursuant to JAMS’ International Arbitration Rules for three (3) arbitrators (“Rules”). If the parties are unable to mutually agree on an arbitrator within fifteen (15) days of the notice of arbitration, the arbitrator shall be appointed by JAMS in accordance with the Rules. The venue for the Arbitration will be in Miami-Dade County, Florida. The parties shall maintain the confidential nature of the Arbitration proceedings, hearing and award, except as is necessary (i) to prepare for the Arbitration proceedings and hearing; (ii) to compel Arbitration; (ii) to enforce an Arbitration award; or (iii) for an injunctive relief action.
Any Arbitration award or decision will be final and binding on the parties, and judgment upon any such award may be entered in any court having competent jurisdiction to enforce such an award. Except as otherwise specifically set forth in this Agreement, no action at law or in equity based upon any claim relating, directly or indirectly, to this Terms of Service may be instituted in any court by any party, except: (i) an action to compel Arbitration pursuant to this section; (ii) an action to enforce an award obtained in an Arbitration proceeding in accordance with this section; or (iii) an action for injunctive relief. Any Arbitration relating, directly or indirectly, to this Terms of Service must occur on an individual basis, and class arbitrations and class actions are hereby specifically agreed to as not permitted.
19.2 Governing Law; Venue; Jurisdiction.
The Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida (without giving effect to principles of conflicts of laws). The U.N. Convention on Contracts for the International Sale of Goods is expressly excluded. For any action or proceeding to enforce Arbitration or an Arbitration ruling or for an action for injunctive relief, Taper and Organizer each expressly consent to the (i) venue of Miami-Dade County, Florida, USA, and each party hereby expressly waives any objection to such venue based upon forum non-conveniens or otherwise; and (ii) jurisdiction of the state and/or federal courts in and/or for Miami-Dade County, Florida, USA.
19.3 Waiver of Jury Trial.
TAPER AND ORGANIZER EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY FOR ANY LEGAL PROCEEDING ARISING, DIRECTLY OR INDIRECTLY, OUT OF OR RELATING TO THIS TERMS OF SERVICE OR YOUR USE OF THE SERVICE. TAPER AND ORGANIZER EACH, ON THEIR OWN BEHALF (I) CERTIFY THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; AND (II) ACKNOWLEDGE THAT IT HAS BEEN INDUCED TO ENTER INTO THE TERMS OF SERVICE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS WAIVER OF JURY TRIAL.
19.4 Injunctive Relief.
Notwithstanding the Arbitration obligation set forth above, Taper and Organizer each will have the right, in addition to its other rights and remedies, to seek and obtain injunctive relief in court for any violation of this Terms of Service or your use of the Service, and each party hereby expressly waives any objection, in any such equitable action, that the other party may have an adequate remedy at law.
19.5 Prevailing Party Attorneys’ Fees.
In the event of any Arbitration, legal proceeding, or action for injunctive relief arising out of or relating to this Terms of Service or your use of the Service, the prevailing party in such Arbitration, legal proceeding, or action for injunctive relief shall be entitled to an award of their reasonable attorneys’ fees and costs (including, without limitation, all taxable and non-taxable costs, and all fees and costs to determine the amount of fees and costs to be awarded) incurred prior to any such Arbitration, legal proceeding, or action for injunctive relief, as well as at all levels of trial and appeal.
19.6 Cumulative Remedies.
The rights and remedies set forth in this Terms of Service are cumulative and concurrent and may be pursued separately, successively or together.
20. INTERNATIONAL USE.
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and Content. By way of illustration and not limitation, you agree to comply with all applicable laws and regulations restricting or otherwise pertaining to the use, transmission, display, exporting, or importing of data, products, services, and/or technical information. We reserve the right, at any time and in our sole discretion, to limit the availability and/or use of the Service to any person, geographic area, or jurisdiction.
In addition, the Service are subject to United States export controls. No part of the Service may be exported or re-exported into, or to a national or resident of, any country to which the U.S. has embargoed goods and/or services of the same type as the Service. By using the Service or any part thereof, you represent and warrant that you are not located in, and you are not a national or resident of, any such country. Further, no part of the Service may be exported or re-exported to any person or entity appearing on the Office of Foreign Assets Control's Specially Designated Nationals and Blocked Persons List or the Bureau of Industry and Security's Denied Persons List. By using the Service or any part thereof, you represent and warrant that you are not a person or entity or under the control of or affiliated with a person or entity that appears on any such list.
21.1 Entire Agreement.
This Terms of Service constitutes the entire agreement between you and Taper and governs your use of the Service as an Organizer, superseding any prior or contemporaneous agreements, proposals, discussions, or communications between you and Taper on the subject matter hereof, other than any written agreement between you and an authorized officer of Taper relating to a specified Event or Events. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party Content, or third party software or the Service in a manner other than as governed by this Terms of Service.
21.2 Waiver; Invalid Provisions.
The failure or delay of Taper to exercise or enforce any right or provision of this Terms of Service shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever. If any provision of this Terms of Service is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Terms of Service shall remain in full force and effect.
Notices to you may be made via either e-mail or regular mail to the address in Taper’s records. The Service may also provide notices of changes to this Terms of Service or other matters by displaying notices or links to notices to you generally on the Service. Any notice from you to us shall be sent in writing to our mailing address at Taper, 100 Biscayne Blvd., Suite 2106, Miami, FL 33132, Attn: Account Manager.
21.4 Time to File Claim.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Terms of Service must be filed within two (2) years after such claim or cause of action arose or be forever barred.
Please report any violations of this Terms of Service by e-mail to info@Tapersports.com.
21.6 Public Disclosure Restrictions.
Taper includes the names and logos of Taper’s customers on the Taper website and in marketing materials provided to prospective customers. You hereby grant Taper a limited, non-exclusive, perpetual, irrevocable, royalty-free and fully paid-up right and license to include your name and logo on Taper’s website an in such marketing materials.
21.7 Force Majeure.
Except for obligations of payment, if either party is prevented from performing any of its obligations under this Terms of Service by circumstances beyond its reasonable control, including, without limitation, as a result of labor disputes, fires, earthquakes, explosions, floods, acts of God, war or other hostilities, civil commotion, breakdown of machinery not owned by a party, domestic or foreign governmental acts, orders or regulations and inability or difficulty in obtaining supplies, then the party so affected shall be excused from its performance under this Terms of Service so long as such condition exists.
21.8 Independent Contractor.
The relationship of the parties to one another is, and shall at all times remain, solely that of independent contractors. Nothing in this Terms of Service, or any course of performance hereunder, shall create any joint venture, partnership, or franchise or to constitute a party as principal, agent, master, servant, employer, employee, or fiduciary of the other party. No party nor any of its agents, shall have any express or implied power or authority of any kind to act on behalf of the other party, or to bind the other party or to incur any form of liability or obligation on behalf of the other party.
21.9 Binding Effect.
Except as expressly provided in this Terms of Service, nothing in this Terms of Service will confer any rights or remedies under or by reason of this Terms of Service on any person or entity other than the parties and their respective successors and permitted assigns.
21.10 No Assignment.
You shall not assign this Terms of Service, or any right or obligation pursuant to this Terms of Service, without the prior written consent of Taper.
The determination by any court of competent jurisdiction that any provision of this Terms of Service is not enforceable in accordance with its terms shall not affect the validity or enforceability of the remaining provisions of this Terms of Service.
21.12 Your Agreement to Be Bound and Survival.
21.13 Counterparts and Electronic Versions.
These Terms of Service may be accepted in multiple counterparts, each of which shall be deemed to be an original and of equal force and effect, and all of which taken together shall constitute one and the same instrument. These Terms of Service may be executed in electronic format and/or with digital signatures, each party reserves the right to only maintain an executed copy of these Terms of Service in electronic form, and each party hereby agrees that a print-out of such electronic form of these Terms of Service will be deemed an original for all purposes relating to the enforceability of these Terms of Service.