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ZenGRM User Terms of Service

Updated

 

Effective Date: January 4th, 2024

Welcome to ZenGRM. Please read these Terms of Service (“Terms”) carefully because they contain important information about your legal rights, remedies, and obligations.

By accessing or using Seatrobot, you are agreeing to the terms and conditions of these Terms (which incorporate and include our Privacy Policy and all other terms, policies, and agreements referenced throughout these Terms), without modification, and entering into a binding contract with us that governs our Seatrobot Platform and your use of the Seatrobot Platform. Do not access or use the Seatrobot Platform if you do not agree to the terms and conditions of these Terms.

1.1. By agreeing to these Terms, you acknowledge you have read and agree to the Privacy Policy and Cookie Policy applicable to all End-Users, which are incorporated by reference into, and are part of, these Terms.

1.2 If you will be using the Seatrobot Platform on behalf of a different entity (such as on behalf of your employer), you agree to these Terms on behalf of that employer and its Affiliates and you represent that you have the authority to do so. In that case, "you" and "your" will refer to that entity as well as yourself.

2. About Seatrobot

2.1 We are not the creator, Organizer, or owner of the events listed on the Seatrobot Platform nor are we the seller of tickets, registrations or any merchandise on the Seatrobot Platform. Instead, our platform allows our Customers (“Event Organizers”) to manage ticketing and registrations and promote their events. 

When hosting an event, the Event Organizer is solely responsible for ensuring that their event and any page displaying an event complies with any applicable laws, rules, and regulations, and that the goods and services described on the event page are delivered accurately and as described.

If the Event Organizer uses Seatrobot Ticketing, we act as the Event Organizer's limited agent to process payments from Consumers on the Event Organizer's behalf using our third-party payment service providers.

3. Privacy and Consumer Information

3.1 We are committed to protecting your personal data that you provide or that we collect through the Seatrobot Platform as set forth in our Privacy Policy.

3.2 We use cookies, pixels and similar technologies and provide you choices to manage your preferences. 

We and our vendors use cookies, scripts, and other technologies to collect information on a real-time basis about how you use and navigate our Seatrobot Platform. This may include your IP address, as well as information about your browsing behavior, page visits, clicks and cursor movements and searches on our sites. This information will be collected directly by, or disclosed to, our vendors and used to evaluate your use of the Seatrobot Platform. 

Our Cookie Policy further explains how we use cookies, pixels and other similar technologies when you use our Seatrobot Platform.

3.3 If you are an Event Organizer, you will at all times comply with all applicable local, state, provincial, national, and other laws, rules, and regulations with respect to information you collect from (or receive about) Consumers or other individuals, and comply with any applicable policies posted by us on the Seatrobot Platform with respect to information you collect from (or receive about) Consumers.

4. Term & Termination

4.1 These Terms apply to you as soon as you access the Seatrobot Platform by any means and will continue to apply until they are terminated.

4.2 We may suspend or terminate your right to use the Seatrobot Platform at any time, including if:

A. you violate or breach these Terms or any other agreement between you and us, or if you fail to pay any amounts when due;

B. you misuse or abuse the Seatrobot Platform, or use the Seatrobot Platform in a way not intended or permitted by us;

C. you engage in any conduct on or off the Seatrobot Platform that jeopardizes the safety of our community or integrity of the Seatrobot Customers or interferes with the experience of our community or the Seatrobot Customers and Users; or

D. allowing you to access and use the Seatrobot Platform would violate any applicable local, state, provincial, national, or other laws, rules and regulations or court order or would expose us to legal liability.

2. We may choose to stop offering the Seatrobot Platform, or any particular portion of the Seatrobot Platform, or modify or replace any aspect of the Seatrobot Platform, at any time. We will use reasonable efforts to provide you with notice of our termination of your access to the Seatrobot Platform, if we believe that failure to do so would materially prejudice you. You agree that we will not be liable to you or any third party as a result of our termination of your right to use or otherwise access the Seatrobot Platform.

4.3 Except as agreed otherwise in a separate written agreement between you and us you may terminate your access to the Seatrobot Platform and the general applicability of Terms by deleting your account. If you are a Consumer using the Seatrobot Platform without a registered Seatrobot account, you may stop accessing the Seatrobot Platform indefinitely. So long as you continue to access the Seatrobot Platform, even without an account, these Terms remain in effect. If there is a separate agreement between you and us governing your use of the Seatrobot Platform and that agreement terminates or expires, these Terms (as unmodified by such agreement) will govern your use of the Seatrobot Platform after such termination or expiration.

4.4 All provisions of these Terms that by their nature should survive termination of these Terms will survive (i.e., they will continue to apply to you) including all limitations on liability, releases, indemnification obligations, disclaimers of warranties, agreements to arbitrate, choices of law and judicial forum, and intellectual property protections and licenses.

6. Release and Indemnification

6.1 You hereby agree to release us (collectively with our Affiliates and subsidiaries, and each of our and their respective officers, directors, agents, co-branders, licensors, payment processing partners, vendors, other partners, independent contractors and employees, the “Seatrobot Released Parties”) from all damages (whether direct, indirect, incidental, consequential, or otherwise), losses, liabilities, costs, and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including other Users) in connection with any of the following:

A. the Seatrobot Platform or any event listed on the Seatrobot Platform, including Your Seatrobot Events;

B. your Licensure (defined below), any failure to obtain or maintain any Licensure, or any error in obtaining or maintaining any Licensure;

C. any Feedback (defined below) that you give or receive; or

D. Your Content or Your Trademarks.

2. In addition, you waive any applicable law or statute, which says, in substance: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RELEASED PARTY."

6.2 You agree to defend, indemnify, and hold harmless the Seatrobot Released Parties from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including 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") relating to or arising out of:

A. your breach of these Terms (including any terms or agreements or policies incorporated into these Terms);

B. your unauthorized use of the Seatrobot Platform;

C. your Licensure, any failure to obtain or maintain any Licensure, or any error in obtaining or maintaining any Licensure;

D. any Feedback that you give or receive;

E. your breach of any applicable local, state, provincial, national or other law, rule or regulation or the rights of any third party;

F. our collection and remission of taxes; and

G. if you are an Event Organizer, Your Seatrobot Events (including where we have provided Seatrobot Platform with respect to those events) and Your Content and Your Trademarks, provided that in the case of (vii) this indemnification will not apply to the extent that the Claim arises out of Seatrobot's gross negligence or willful misconduct.

2. We will provide notice to you of any such Claim, but our failure or delay in providing such notice will not limit your indemnification obligations except to the extent you are materially prejudiced by such failure. Also, in certain circumstances, we may choose to handle the Claim ourselves, in which case you agree to cooperate with us in any way we request.

7. Disclaimer of Warranties and Assumption of Risks

7.1 To the extent allowed under applicable laws, the Seatrobot Platform are provided on an "as is" and "as available" basis. Seatrobot expressly disclaims all warranties of any kind, express or implied, including implied warranties of merchantability, title, non-infringement, and fitness for a particular purpose. For example, we make no warranty that:

A. the Seatrobot Platform (or any portion of the Seatrobot Platform) will meet your requirements or expectations;

B. the Seatrobot Platform will be uninterrupted, timely, secure, or error-free; or

C. the results that may be obtained from the use of the Seatrobot Platform will be accurate or reliable.

7.2 We have no control over and do not guarantee the (i) quality, safety, success, accuracy, or legality of any event or Site Content associated with an event, (ii) accuracy of any information provided by Users (including Feedback and Consumers’ personal information shared with Event Organizers in connection with events), or (iii) ability of any User to complete a transaction. 

7.3 We are not liable for the acts or omissions of any third parties, including third parties that help us provide the Seatrobot Platform, that an Event Organizer chooses to assist with an event, or that you choose to use or contract with when using the Seatrobot Platform.

7.4 Some events may carry inherent risk and by participating in those events, you choose to assume those risks voluntarily. For example, some events may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those events.

7.5 When you attend an event hosted by us, you waive any and all claims and causes of action against the Seatrobot Released Parties, the event producers and presenters, and their insurers, for liability, including for personal injury, property damage or wrongful death in connection with your attendance of the event.

7.6 The disclaimers in these Terms apply to the maximum extent permitted by law. If any warranties are required by applicable law, they will be limited to the shortest duration allowed. 

8. Limitation of Liability

8.1 To the extent permitted by applicable laws, the Seatrobot Released Parties, will not be liable to you or any third party, for:

A. Any indirect, incidental, special, consequential, punitive or exemplary damages, including damages for loss of profits, goodwill, use, data, opportunity costs, intangible losses, or the cost of any substitute Seatrobot Platform (even if we have been advised of the possibility of such damages);

B. any Feedback that you give or receive; or

C. Your Content or Your Trademarks.

2. In addition, other than our obligation to pay out Event Proceeds in certain circumstances to certain Event Organizers and only in accordance with those terms, the Seatrobot Released Parties’ maximum aggregate liability is limited to the following:

A. For Event Organizers of events on our Site with paid tickets:

i. The Seatrobot Fees (net of any Seatrobot Payment Processing Fees) that the Event Organizer paid us in the three (3) month period immediately preceding the circumstances giving rise to their claim; or

B. For other Users:

i. The total price of all tickets or registrations that the User purchased or made through the Seatrobot Platform in the three (3) month period immediately preceding the circumstances giving rise to their claim; or 

ii. If no tickets or registrations were purchased one hundred U.S. Dollars (USD $100).

8.2 Some jurisdictions do not allow the exclusion of certain warranties or conditions on, or the limitation of, liability for loss or damage caused by willful acts, negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Only those liability and other limitations which are lawful in your jurisdiction (if any) will apply to you, and our liability is limited to the maximum extent permitted by law.

9. IMPORTANT: BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS.

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. ANY DISPUTE OR CLAIM UNDER THESE TERMS OR WITH RESPECT TO THE SEATROBOT PLATFORM WILL BE SETTLED BY BINDING ARBITRATION OR IN SMALL CLAIMS COURT (TO THE EXTENT THE CLAIM QUALIFIES) AND WILL TAKE PLACE ON AN INDIVIDUAL BASIS ONLY; YOU AGREE THAT CLASS, CONSOLIDATED (EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED BELOW), OR REPRESENTATIVE ARBITRATIONS AND CIVIL ACTIONS ARE NOT PERMITTED AND ANY RIGHTS TO BRING SUCH ACTIONS ARE WAIVED BY EACH PARTY.

The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

9.1 You agree that if you have a question or concern about the Seatrobot Platform, you will contact us first, prior to initiating any legal proceeding. Our customer support team will try to answer your question or resolve your concern.

9.2 In the unlikely event that our customer support team is unable to resolve your concerns, you and we each agree to resolve all disputes and claims between you and us, including any arising under or relating to these Terms, your use of the Seatrobot Platform, or your and our relationship, through binding arbitration or (to the extent the claim qualifies) in small claims court, instead of in courts of general jurisdiction. As explained below, the appointed arbitrator will have authority to enter all relief that would be available in court, to the extent warranted by the claims. All arbitrations and small claims proceedings will proceed only on an individual basis. In no event may either we or you seek to resolve a dispute with the other as part of any purported class, consolidated or representative proceeding, except as provided for in Section 9.9 below. Binding arbitration is subject to very limited review. Only the appointed arbitrator – and not any court – will have the authority to resolve any dispute relating to this Section, including any dispute regarding the scope, enforceability, and arbitrability of these Terms. This arbitration provision will survive termination of these Terms and any other agreement between you and us. These Terms evidence a transaction in interstate commerce and the interpretation and enforcement of this Section 9 is governed by the Federal Arbitration Act, notwithstanding the choice of law set forth in Section 9.8 below.

9.3 Applicability.

1. This agreement to arbitrate applies to all legal disputes between you and us. It includes, but is not limited to: (i) all claims relating to any aspect of the relationship between you and us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; (ii) all claims that arose before this or any prior agreement (including claims relating to advertising); and (iii) all claims that may arise after termination of these Terms and/or your use of the Seatrobot Platform.

2. Notwithstanding this agreement to arbitrate, you or we may choose to bring: 

A. an action on an individual basis in small claims court (to the extent the applicable claim qualifies); or 

B. enforcement actions, validity determinations or claims relating to theft, piracy or unauthorized use of intellectual property in state or federal court in the U.S. Patent or Trademark Office to protect your or our Intellectual Property Rights. "Intellectual Property Rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights.

9.4 We each agree to use the “rank and strike” process for selecting an arbitrator.  In this process, the American Arbitration Association (“AAA”) will propose at least ten candidates to potentially serve as the arbitrator.  We will each respond directly to AAA (without copying one another) in a writing that (i) “strikes” up to three of those candidates, that is, removes them from further consideration, and (ii) ranks the remaining candidates in order of preference. AAA will average each of our rankings for each arbitrator and select as the arbitrator the candidate with the highest ranking. 

9.5 No Class Actions.

We both agree to not bring a class action.

  1. YOU AND SEATROBOT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. EXCEPT AS PROVIDED FOR IN SECTION 9.9 BELOW, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT PRESIDE OVER ANY FORM OF CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY (IF WARRANTED) ISSUE ALL OF THE SAME RELIEF THAT WOULD BE AVAILABLE IN COURT, INCLUDING PUBLIC INJUNCTIVE RELIEF, IN FAVOR OF THE PARTY SEEKING SUCH RELIEF, BUT ONLY TO THE EXTENT AUTHORIZED BY LAW AND WARRANTED BY THE PARTY’S CLAIMS. 

You and we each acknowledge that different arbitrations may present overlapping factual or legal issues. As such, to the fullest allowable extent, and subject to Section 9.9 below, you and we each agree that in the event one of you or us initiates an arbitration against the other and we determine, in our sole discretion, that such arbitration presents one or more questions of fact or law that are also at issue in a pending arbitration between us and a third party (a “Similar Arbitration”), the arbitration involving you will, at our request, be assigned to the same arbitrator presiding over the Similar Arbitration and/or be paused until the Similar Arbitration is resolved. Any rulings in any Similar Arbitration will not be binding in the arbitration involving you.

10. License to the Seatrobot Platform

10.1 We grant you a limited, non-exclusive, non-transferable, non-sublicensable (except to sub-Users registered via the Seatrobot Platform), revocable right to use our Seatrobot Platform solely to:

A. browse the Seatrobot Platform and search for, view, register for, or purchase tickets or registrations to an event listed on the Seatrobot Platform; and/or

B. create event registration, Event Organizer profile and other webpages to promote, market, manage, track, and collect sales proceeds for an event.

2. Your use of the Seatrobot Platform must comply with these Terms and all applicable local, state, provincial, national and other laws, rules and regulations. In addition, by using any search functionality or address auto-population tools, you are bound by the Google Maps/Google Earth Additional Terms of Service (including the Google Privacy Policy).

10.2 In addition to any other restrictions, limitations, and prohibitions that we impose (in these Terms or elsewhere), you agree you will not directly or indirectly:

  1. copy, modify, reproduce, translate, localize, port, or otherwise create derivatives of any part of the Seatrobot Platform;
  2. reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code or structure, sequence, and organization of all or any part of the Seatrobot Platform;
  3. rent, lease, resell, distribute, use the Seatrobot Platform for other commercial purposes not contemplated or otherwise exploit the Seatrobot Platform in any unauthorized manner;
  4. remove or alter any proprietary notices on the Seatrobot Platform; or 
  5. engage in any activity that interferes with or disrupts the Seatrobot Platform.

10.3 You agree that all Site Content may be protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. We may own the Site Content, or portions of the Site Content may be made available to us through arrangements with third parties. Site Content that is included in or made available through the Seatrobot Platform is our exclusive property and is protected by copyright laws. You agree to use the Site Content only for purposes that are permitted by these Terms and any applicable local, state, provincial, national, or other law, rule, or regulation. Any rights not expressly granted in these Terms are reserved.

10.4 Trademarks.

  1. The trademarks, service marks and logos of Seatrobot (the "Seatrobot Trademarks") used and displayed in connection with the Seatrobot Platform are registered and unregistered trademarks or service marks of Seatrobot. Other company, product, and service names used in connection with the Seatrobot Platform may be trademarks or service marks owned by third parties (the "Third Party Trademarks," and, together with Seatrobot Trademarks, the "Trademarks"). Your license to use the Seatrobot Platform does not include, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Seatrobot Platform without our prior written consent specifically for each such usage. 
  2. You must not use the Trademarks to disparage us, any third party, or our or such third party's products or Seatrobot Platform, or in any manner that may damage any goodwill in the Trademarks. You must not use any Trademarks as part of a link to or from any website unless we approve such use by prior written consent specifically for each such link. All goodwill generated from the use of any Seatrobot Trademark will inure to Seatrobot's benefit. Certain issued patents and patents pending apply to the Seatrobot Platform. Site Content may also be protected by copyrights owned by us and/or third parties. Please note that if you copy portions of the Seatrobot Platform, you are violating these patent rights and copyrights.

10.5 We may provide you with the right to use a sub-domain within the Site (e.g., [sub-domain prefix].Seatrobot.com) for one or more of Your Seatrobot Events. All such sub-domains are solely our property and we reserve the right to determine the appearance, design, functionality, and all other aspects of such sub-domains. If we provide you with a sub-domain, your right to use it will continue only for so long as you are actively selling tickets for Your Seatrobot Events on the Seatrobot Platform and provided you are in compliance with the Terms. If we terminate your right to use a sub-domain for any other reason, we will provide you with a new sub-domain.

11. If you are an Event Organizer, along with your other representations and warranties, you represent and warrant to us that:

  1. You will obtain, before starting ticket sales, all applicable licenses, permits, and authorizations (individually and collectively, "Licensure") for Your Seatrobot Events. Licensure includes state, county, municipal, or other local authority's authorization of the event, traffic engineering authorizations, fire department inspection reports, fire marshal permits, authorization to receive minors, sanitary authorization, and property operation permits;
  2. You will comply, and will ensure that the venues for Your Seatrobot Events will comply, with all applicable laws, regulations, rules, and ordinances; 
  3. You will maintain throughout the use of the Seatrobot Platform the applicable Licensure to promote, produce, sponsor, host, and sell tickets for all of Your Seatrobot Events; and
  4. You will provide evidence of Licensure and related information prior to offering tickets or registrations for Your Seatrobot Events and promptly upon our reasonable request from time to time.

12. You have no right to use, and you agree not to use, any Site Content for your own commercial purposes. You have no right to, and you agree not to, scrape, crawl, or employ any automated means to extract data from the Sites.

13. Fees and Refunds.

13.1 Creating an End-User account is free. However, we charge fees to create an event and to buy/sell paid tickets or registrations. These fees may vary based on individual agreements between us and certain Event Organizers. In some cases, Event Organizers may determine whether these fees will be passed along to Consumers and shown as "Fees" on the applicable event page or absorbed into the ticket or registration price and paid by the Event Organizer out of ticket and registration gross proceeds. The fees charged to Consumers may include other charges, including facility fees, royalties, taxes, processing fees, and fulfillment fees. This means that the fees paid by Consumers for an event are not necessarily the same as those charged by us to the applicable Event Organizer or the standard fees described on the Seatrobot Platform to Event Organizers. In addition, some fees are meant to defray costs incurred by us, but may in some cases include an element of profit and in some cases include an element of loss. We do not control (and cannot disclose) fees levied by your bank and/or credit card company, including fees for purchasing tickets and registrations in foreign currencies or from foreign persons. Be sure to check with your bank or credit card company prior to purchasing to understand all applicable fees, credit card surcharges, and currency conversion rates.

13.2 If you wish to transfer tickets to an event you have purchased on the Site, please contact the Event Organizer of the event to arrange for ticket transfer.

13.3 Refund Requests.

  1. Because all transactions are between an Event Organizer and its Consumers, we ask that all Consumers contact the applicable Event Organizer of their event with any refund requests.
  2. In cases where Seatrobot is acting as an agent on behalf of the Event Organizer for a specific event, Seatrobot Ticketing fees (whether displayed as an additional fee, or included in the face value of the Ticket, are non-refundable.
  3. Seatrobot uses Stripe.com as its payment processor. Credit card processing fees charged by Stripe are done so independent of Seatrobot and are non-refundable.
  4. If you are a Consumer and you receive a refund for your ticket, you will discard the ticket and will not use it (or any copy of it) to attend the event. Violation of this is fraud.
  5. We will not be liable under any circumstances for any costs arising from Event Organizers’ non-compliance with the procedures that must be implemented by Event Organizers to check the validity of tickets. We will not be liable under any circumstances for costs and/or damage arising from ticket-related fraud and/or the purchase of the ticket through non-official means, such as third parties.

14. Your Account with Seatrobot

14.1 We may require you to create an account to access certain features or functions of the Seatrobot Platform. You agree to the following:

  1. Our Seatrobot Platform is not targeted at children. You must be the legal age of majority where you reside to use the Seatrobot Platform.
  2. You must provide accurate, current, and complete information about yourself, or if you are using the Seatrobot Platform on behalf of an entity, that entity (the "Registration Data"). You also must update this Registration Data if it changes.
  3. If there is a dispute between two or more persons or entities regarding account ownership, we will be the sole arbiter of that dispute and our decision (which may include termination or suspension of the account) will be final and binding.
  4. If you are using the Seatrobot Platform on behalf of a company or other entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
  5. We may provide you the ability to implement certain permissions within your account to third parties including, "sub-users," "sub-accounts," or other credentialed account users. If we do so, you are solely responsible for all activity that occurs under your account (including actions by sub-users). You must maintain the confidentiality of your password and account details. All rules applicable to your account will apply to all third parties to whom you grant access to your account.
  6. You will immediately notify us of any unauthorized use of your password or account, or any other breach of security. You are responsible for any activities that occur under your account.
  7. You will not use the Seatrobot Platform to collect any sensitive personal information, such as health information (including "protected health information" as defined in 45 C.F.R. §160.103), social security numbers, financial information, payment card numbers, driver's license numbers, and passport numbers, unless otherwise permitted by these Terms or we have consented to the collection of the information in writing.

15. Your Content and Your Trademarks.

1. You are solely responsible for Your Content and Your Trademarks. You hereby grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right and license to access, use, reproduce, transmit, adapt, modify, perform, display, distribute, translate, publish, and create derivative works based on:

A. Your Content, in whole or in part, in any media, for

i. the purpose of operating the Seatrobot Platform (including our promotional and marketing Seatrobot Platform, which may include promotion of you and Your Seatrobot Events on a third-party website or other media, including our event distribution providers and our social media properties);

ii. Seatrobot’s internal purposes (such as employee or shareholder communications); and

iii. when you give your permission, for the purposes of promoting Seatrobot or our Seatrobot Platform; and

B. our Trademarks,

i. in connection with our use of Your Content; and

ii. for the purpose of identifying you as an existing or past customer of Seatrobot both on the Seatrobot Platform and in marketing, advertising and promotional materials. 

We don’t claim ownership to Your Content or Your Trademarks, but these licenses are essential to provide you the Seatrobot Platform and help Your Seatrobot Events. Consider the following examples: if you submit your logo or other images associated with one of Your Seatrobot Events, we can display them on our website and resize or enhance them so that they look good on our Applications, or use them with our marketing tools to help you promote Your Seatrobot Events; we may feature details from one of Your Seatrobot Events in a blog, case study, or shareholder letter to highlight the impact made by Your Seatrobot Events.

  1. You hereby waive any and all moral rights in connection with our use of Your Content in accordance with the licenses in this Section 16. Aside from these licenses, we do not claim, and you do not transfer, any ownership rights in any of Your Content or Your Trademarks and nothing in these Terms will restrict any rights that you may have to use and exploit Your Content and Your Trademarks outside of the Seatrobot Platform.

15.1 You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content and Your Trademarks:

  1. do not infringe, violate, misappropriate or otherwise conflict with the rights of any third party;
  2. comply with all applicable local, state, provincial, national, and other laws, rules and regulations; and
  3. do not violate these Terms.

16.3 Your Content must be accurate and truthful. We reserve the right to remove Your Content from the Seatrobot Platform if we believe that Your Content or Your Seatrobot Events violate these Terms, our Community Guidelines, or for any other reason. Without limiting the generality of the foregoing, the Seatrobot Platform is provided on a nonexclusive basis. We may preserve Your Content, Your Trademarks, Registration Data, and all other data associated with your account, and may also disclose Your Content, Your Trademarks, Registrations Data, and all other data associated with your account if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:

A. comply with legal process;

B. respond to claims that any of Your Content or Your Trademarks violate the rights of third parties;

C. enforce or administer these Terms; and/or

D. protect the rights, property, and/or personal safety of us, our Users and/or the public, including fraud prevention.

You understand that the technical processing and transmission of the Seatrobot Platform, including Your Content and Your Trademarks, may involve transmissions over various networks and/or changes to conform and adapt to technical requirements of connecting networks or devices.

16. Notices. 

  1. Notices may be sent to you by email or regular mail at your business address listed in Seatrobot's records. We may also provide notices of changes to these Terms or other matters by displaying notices or links to notices on the Seatrobot Platform. 
  2. If you wish to contact us or deliver any notice(s), you can do so at the following address:  Seatrobot, Inc., Attn: Legal Department, 95 Third Street, 2nd Floor, San Francisco, California, 94103 USA; or via email to legal@Seatrobot.com.

17. Modifications to the Terms or Seatrobot Platform. 

1. We reserve the right to modify these Terms (including the Privacy Policy  from time to time (collectively, "Modifications"). If we believe any Modifications are material, we will let you know by one (or more) of the following methods:

A. posting the changes through the Seatrobot Platform;

or

B. sending you an email or message about the Modifications.

2. Modifications that are material will be effective thirty (30) days following the "Updated" date, unless a different date is communicated in our notice to you. All other Modifications will be effective immediately.  

3. You are responsible for reviewing any Modifications. Your continued use of the Seatrobot Platform after any Modification will be considered your acceptance of that Modification and the updated Terms. In certain circumstances, we may seek a Modification to these Terms that will only apply to you. This type of Modification must be in writing and signed by both parties (you and Seatrobot).

4. We are constantly evolving our products and Seatrobot Platform to better meet the needs of our Users. Because of this, we cannot guarantee the availability of certain product features or functionality. We reserve the right to modify, replace, or discontinue any part of the Seatrobot Platform or the entire Seatrobot Platform at any time and for any reason.

18. Assignment. 

We may, without your consent, freely assign these Terms and our rights and obligations under these Terms, whether to an Affiliate or to another entity, in connection with a corporate transaction or otherwise.

19. Entire Agreement. 

Except as otherwise stated in these Terms, these Terms are the entire agreement between you and us and govern your use of the Seatrobot Platform, superseding any prior or contemporaneous agreements, proposals, discussions, or communications between you and Seatrobot on the subject matter of these Terms, other than any written agreement for Seatrobot Platform between you and us relating to a specified event or events.

20. Applicable Law and Jurisdiction. 

Disputes that can’t be resolved under our arbitration agreement will be resolved in the courts of San Francisco under California law.

  1. These Terms are governed by the laws of the State of California, without regard to its conflict of laws rules. These laws will apply no matter where in the world you live, but if you live outside of the United States, you may be entitled to the protection of the mandatory consumer protection provisions of your local consumer protection law. 
  2. Seatrobot is based in San Francisco, California. Any legal action against us related to our Seatrobot Platform and not subject to the arbitration provisions in Section 9 of these Terms will take place in San Francisco. By agreeing to these Terms, you submit to the personal jurisdiction of the state or federal courts (as applicable) in San Francisco County, California.

21. Third Party Websites; Linked Accounts; Third Party Offers. 

The Seatrobot Platform or Users may provide links to other Internet websites or resources. Because we have no control over such websites and resources, you agree that we are not responsible for the availability of such websites or resources. We do not endorse and are not responsible or liable for any Site Content, advertising, offers, products, Seatrobot Platform, or other materials on or available from such websites or resources and are not responsible for any damages or losses related to them, even if such websites or resources are connected with our partners or third-party service providers. For example, if you purchase ticket insurance on the Site from a third party, your contractual relationship is with the third-party ticket insurance provider, not with us.

22. Miscellaneous 

If we fail to enforce any part of these Terms, that will not amount to a waiver of our right to later enforce that or any other part of these Terms. Except as expressly set out in these Terms, the exercise by us of any of our remedies under these Terms will not preclude us from exercising our other remedies under these Terms or otherwise. No oral waiver, amendment, or modification of these Terms will be effective. If any provision of these Terms is found to be unenforceable, that part will be limited to the minimum extent necessary and the other provisions of these Terms remain in full force and effect. Section titles and subtitles in these Terms, along with the italicized text following them, are for convenience only and have no legal or contractual effect and do not amount to legal advice. When we say Seatrobot “may” or has the right, is permitted, authorized, or allowed to do something in these Terms, it means we may, but are not obligated to, exercise the applicable rights or options or take the applicable action, as we determine in our sole discretion. Any determinations, decisions, or beliefs by us under these Terms may be made by us in our sole discretion. As used in these Terms, “including” means “including, but not limited to.” When these Terms say that you “will” take an action, this means that you are agreeing to take the action and that you must take that action. Your obligations, duties, warranties, representations, releases, and waivers throughout these Terms are also the obligations, duties, warranties, representations, releases, and waivers of your Affiliates. No independent contractor, agency, partnership, joint venture, or other such relationship is created by these Terms. We may freely assign any of our rights and obligations under these Terms. We may translate these Terms into other languages for your convenience. If there is a conflict between the English version and a translated version, the English version will control.

 

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