Terms of Service
Last Updated: July 10, 2017
1. This Agreement
Summary: You agree to follow some basic rules when using Soitsfun’s Platform. These rules are described in these Terms of Service, including the related policies and guidelines discussed below. We may change these rules.
1.1 The Agreement. Soitsfun enables you and other members to arrange off-line, real-world Soitsfun groups and Soitsfun events. The terms “Soitsfun,” “we,” “us,” and “our” include Soitsfun Media Inc. and our affiliates. We use the terms “you” and “your” to mean any person using our Platform, and any organization or person using the Platform on an organization’s behalf. We use the word “Platform” to mean any website, application, or service offered by Soitsfun, including content we offer and electronic communications we send. We provide our Platform to you subject to these Terms of Service. We use the terms “Terms of Service” and “Agreement” interchangeably to mean this document together with our Usage and Content Policies, Group Policies, Organizer and Leadership Standards, Member Restrictions, Payment Policies, and Trademark Usage Guidelines. Your use of the Platform signifies that you agree to this Agreement. If you are using the Platform for an organization, you agree to this Agreement on behalf of that organization, and represent you have authority to bind that organization to the terms contained in this Agreement. If you do not or are unable to agree to this Agreement, do not use our Platform.
Tip: These Terms of Service are an agreement between you and Soitsfun and not between you and any other member.
1.2 Revisions to this Agreement. We may modify this Agreement from time to time. When we do, we will provide notice to you by publishing the most current version and revising the date at the top of this page. If we make any material change to this Agreement, we will provide additional notice to you, such as by sending you an email or displaying a prominent notice on our Platform. By continuing to use the Platform after any changes come into effect, you agree to the revised Agreement.
2. Your Account and Membership
Summary: You need to be at least 18 years old to use our Platform. Soitsfun organizers control the Content and membership of their Soitsfun groups. However, we may remove any Content you post or terminate your account at any time.
2.1 Eligibility. Our Platform is available to anyone who is at least 18 years old. You represent that you are at least 18. Additional eligibility requirements for a particular portion of our Platform may be set by any member who has the ability to moderate or manage that portion of our Platform. For example, the eligibility requirements for a Soitsfun group or Soitsfun event may be set by the organizers of that group.
2.2 Suspension of Your Account. We may modify, suspend or terminate your account or access to the Platform if, in our sole discretion, we determine that you have violated this Agreement, including any of the policies or guidelines that are part of this Agreement, that it is in the best interest of the Soitsfun community, or to protect our brand or Platform. We also may remove accounts of members who are inactive for an extended period of time.
A member who has the ability to moderate or manage a particular portion of our Platform also has the ability, in his or her sole discretion, to modify, suspend, or terminate your access to that portion of the Platform.
2.3 Account Information and Security. When you register, you provide us with some basic information, including an email address and a password. Keep your email address and other account information current and accurate. Also, you agree to maintain the security and confidentiality of your password (or else we may need to disable your account). You alone are responsible for anything that happens from your failure to maintain that security and confidentiality, such as by sharing your account credentials with others. If someone is using your password, notify us immediately.
3. Fees, Payments, and Offers
Summary: We do not charge for membership features on our Platform. If you’re a Soitsfun group organizer, you’re responsible for paying for organizer subscription fees related to your Soitsfun group. These fees are billed on a regular and recurring basis (unless you disable auto-renewal or cancel your subscription), and may change in the future. Additionally, some organizers charge money for participation in a Soitsfun group or Soitsfun event.
3.1 Fees Charged by Soitsfun. Use of some of the features on our Platform is free, and we charge fees for other features. We may in the future implement a new fee, or modify an existing fee, for certain current or future features of our Platform. If we implement a new or modified fee, we will give you advanced notice such as by posting changes on our Platform or sending you an email. You agree to pay those fees and any associated taxes for your continued use of the applicable service. Unless otherwise stated, all fees and all transactions are in U.S. dollars. All fees are exclusive of applicable federal, state, local, or other taxes. Organizer subscriptions are non-transferable.
3.2 Fees Charged by Organizers. Organizers may impose fees related to particular portions of the Platform, such as member dues for a Soitsfun group or an event fee for a Soitsfun event. The decision to charge fees and the amount of those fees is at the discretion of those organizers. We reserve the right to initiate refunds of fees paid to organizers, when appropriate, even in cases of fees paid through a third-party payment service. Refunds that we initiate, if any, will be governed by our Payment Policies. Organizers may also have their own refund policies, so long as they are consistent with and do not limit members’ ability to receive refunds under our Payment Policies. Payments made to organizers via the Platform are made through a third-party payment service provider. If a member pays a fee to an organizer via the Platform, the member authorizes the organizer (and the organizer’s applicable payment service provider) to charge the designated payment method for the total amount of the fees, including any applicable taxes and other charges. Certain types of fees charged by organizers may be billed on a recurring basis. If billed on a recurring basis, you authorize the organizer to charge the applicable fee to the designated payment method. You may cancel auto-renewal at any time.
Tip: You should use common sense in deciding whether to make a payment to any organizer. We cannot ensure that organizers will use payments as they promise or as you expect. You should check the refund policy of the Soitsfun group before making any payments to an organizer.
3.3 Payments to Soitsfun. When initiated, organizers are responsible for paying subscription and any other applicable fees to Soitsfun on time and through our approved payment methods. Organizers who allow their organizer subscription to lapse are subject to removal as the organizer of the Soitsfun groups associated with their account, and their Soitsfun group (along with all of the information and Content associated with or posted to that Soitsfun group) may be terminated or transferred to another member. If we terminate, suspend, or remove your account in connection with violation of this Agreement, we are not obligated to refund any organizer subscription fees paid to Soitsfun. You may only pay organizer fees to Soitsfun using a valid third party payment method acceptable to us, as specified via the Platform. You represent and warrant that you are authorized to use the payment method you designate via the Platform. You authorize us (and our designated third-party payment processors) to charge your designated payment method for the total amount of any fees you owe to Soitsfun, including any applicable taxes and other charges. If the payment method cannot be verified, is invalid, or is otherwise not acceptable to us, your payment may be suspended or cancelled. We reserve the right to correct, or to instruct our payment processors to correct, any errors or mistakes, even if payment has already been requested or received. We also may issue refunds, or instruct our payment processors to issue refunds, in accordance with our Payment Policies.
3.4 Automatic Subscription Renewals. Fees for certain aspects of our Platform may be billed on either a recurring basis or on a one-time basis. If billed on a recurring basis, the fees are payable in advance of the applicable period specified via the Platform with no refunds. We will automatically bill you for each renewal period until cancellation. By purchasing any feature or other aspect of our Platform for which we charge, you authorize us to keep your payment current by charging your credit card account (or any other means of payment used by you) the applicable fee. While you may cancel auto-renewal or cancel your subscription at any time, you won’t be issued a refund except in our sole discretion.
3.5 Free Trials. We may offer free trials of subscriptions and other products on our Platform. We will inform you of the length of the free trial, your renewal period, and the date and amount of your first payment. After your free trial ends, your paid subscription will begin and we will automatically bill you for each renewal period until cancellation. You can cancel automatic subscription renewals at any time according to the terms and procedures described above.
3.6 Third Party Payment Processors. An organizer that uses the Platform to accept payments from other members, must comply with the terms and conditions of the third party provider of the applicable payment service used to receive the payment. Soitsfun does not provide those payment services, is not a party to your agreement with the applicable third-party provider, and will not be liable or responsible for your use of those third-party payment services.
3.7 Third Party Transactions. Your Soitsfun group or its members may receive offers from third parties, such as discounts, sponsorships, or other benefits. Soitsfun is not involved in any dealings or payments between you and third parties, and these Terms of Service do not govern such transactions.
4. Your Content and Privacy
4.1 Your Content. You are solely responsible for your Content. We use the word “Content” to mean any information, material, or other content posted to our Platform or otherwise provide to us (such as feedback, comments, or suggestions shared with us). You agree that you and your Content shall not violate the rights of any third party (such as copyrights, trademarks, contract rights, privacy rights, or publicity rights), this Agreement (including our Usage and Content Policies, Group Policies, Organizer and Leadership Standards, Member Restrictions, and Intellectual Property Policies) or our Trademark Usage Guidelines.
Tip: Search engines can see public areas of the Platform. Your Content within these areas, such as the name and location that you provide during registration, and your membership in public Soitsfun groups, may appear in search results. Our Platform is designed so that search engines cannot see your Content that is within restricted areas of the Platform, such as private Soitsfun groups.
4.2 Content License from You. We do not claim ownership of your Content. However, to enable us to operate, improve, promote, and protect Soitsfun and our Platform, and to ensure we do not violate any rights you may have in your Content, you hereby grant Soitsfun a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and license (including a waiver of any moral rights) to use, host, store, reproduce, modify, publish, publicly display, publicly perform, distribute, and create derivative works of, your Content and to commercialize and exploit the copyright, trademark, publicity, and database rights you have in your Content.
Tip: This license doesn’t give us ownership of any of your Content. It simply gives us and members the right to use it on or related to the Soitsfun Platform. This license continues even if you close your account, because it’s necessary for us to operate the Platform.
Tip: Soitsfun has no control over how other members may use information that you provide to them, so you should exercise common sense and good judgment when sharing information with others on our Platform.
5. Your Use of Our Platform
Summary: We require that that you follow our policies and guidelines when using our Platform. We have no responsibility for Content that anyone posts to our Platform.
5.1 Our Policies, Guidelines and Applicable Laws. When you use our Platform, we require that you follow the Usage and Content Policies, Group Policies, Organizer and Leadership Standards, Member Restrictions, Payment Policies, and Trademark Usage Guidelines in place or added from time to time. You also agree to comply with all applicable laws, rules and regulations, and to not violate or infringe the rights of any third party. If you do not comply, we may modify, suspend or terminate your account or access to the Platform, in our sole discretion.
5.2 Content of Others. Soitsfun does not control the Content of other members. When we become aware of inappropriate Content on our Platform, we reserve the right to investigate and take appropriate action, but we do not have any obligation to monitor, nor do we take responsibility for, the Content of other members.
5.3 Interactions with Others. Soitsfun is not a party to any offline arrangements made through our Platform. Soitsfun does not conduct or require background checks on members, and does not attempt to verify the truth or accuracy of statements made by members, except for contributors and authors. Soitsfun makes no representations or warranties concerning the conduct or Content of any members or their interactions with you.
5.4 No Resale. Our Platform contains proprietary and confidential information and is protected by intellectual property laws. Unless we expressly permit it through this Agreement, you agree not to modify, reproduce, sell or charge a fee, offer to sell or charge a fee, make, create derivative works based on, or distribute any part of our Platform, including any data, or Content of others.
5.5 No Technical Interference with the Platform. You agree that you will not engage in any activity or post any information or material that interferes with or disrupts, or that is designed to interfere with or disrupt, the Platform or any hardware used in connection with the Platform.
5.6 Platform Modifications. We work hard to continuously improve our Platform. This means that we may modify or discontinue portions or all of our Platform with or without notice and without liability to you or any third party.
5.7 Third Party Sites and Services. The Platform contains links to third party sites, and is integrated with various third party services, applications and sites that may make available to you their content and products. We don’t control these third parties and aren’t responsible for those sites or services or their content or products. These third parties may have their own terms and policies, and your use of them will be governed by those terms and policies.
Summary: You agree not to hold us responsible for anything that happens related to transactions with third parties, member interactions, or in connection with a Soitsfun group or Soitsfun event. You also agree not to hold organizers responsible for their negligence in connection with their Content, a Soitsfun group, or Soitsfun event.
You agree to release us and our officers, directors, shareholders, agents, employees, consultants, affiliates, subsidiaries, sponsors, and other third-party partners (referred to in this Agreement as “Soitsfun Parties”) from claims, demands, and damages (direct and consequential) of every kind and nature, known and unknown, now and in the future (referred to in this Agreement as “Claims”), arising out of or in any way connected with any transaction with a third party, your interactions with other members, or in connection with a Soitsfun group or a Soitsfun event. You also agree to release organizers from Claims based on an organizer’s negligence arising out of or in any way connected with their Content, a Soitsfun group, or a Soitsfun event. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver. You waive and relinquish all rights and benefits that you have or may have under Section 1542 of the California Civil Code or any similar provision of statutory or non-statutory law of any other jurisdiction to the fullest extent permitted by law.
Summary: You agree to reimburse us if we get sued in connection with your use of our Platform.
You agree to indemnify, defend and hold all Soitsfun Parties harmless from any Claims, made by any third party due to or arising out of (a) your violations of this Agreement, (b) your use, misuse, or abuse of our Platform, (c) your Content, (d) your violation of any law, statute, ordinance or regulation or the rights of a third party, or (e) your participation or conduct in a Soitsfun group or a Soitsfun event that violates this Agreement. You agree to promptly notify us of any third party Claims, cooperate with all Soitsfun Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You agree not to settle any Claim without our prior written consent.
8. Warranty Disclaimer and Limitation of Liability
Summary: Our Platform is provided to you “as is” and we make no warranties of any kind with respect to our Platform. Our liability in connection with the Platform is limited to the fees you paid to us in the 12 months preceding the claim or $100, whichever is greater.
8.1 Warranty Disclaimer. Our Platform is provided to you “as is” and on an “as available” basis. We disclaim all warranties and conditions of any kind, including but not limited to statutory warranties, and the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We also disclaim any warranties regarding (a) the reliability, timeliness, accuracy, and performance of our Platform, (b) any information, advice, services, or goods obtained through or advertised on our Platform or by us, as well as for any information or advice received through any links to other websites or resources provided through our Platform, (c) the results that may be obtained from the Platform, and (d) the correction of any errors in the Platform, (e) any material or data obtained through the use of our Platform, and (f) dealings with or as the result of the presence of marketing partners or other third parties on or located through our Platform.
8.2 Limitation of Liability. You agree that in no event shall any Soitsfun Parties be liable for any direct, indirect, incidental, special, or consequential damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if any Soitsfun Parties have been advised of the possibility of such damages) arising out of or in connection with (a) our Platform or this Agreement or the inability to use our Platform (however arising, including our negligence), (b) statements or conduct of or transactions with any member or third party on the Platform, (c) your use of our Platform or transportation to or from Soitsfun events, attendance at Soitsfun events, participation in or exclusion from Soitsfun groups or Soitsfun events and the actions of you or others at Soitsfun events, or (d) any other matter relating to the Platform. Our liability to you or any third parties in any circumstance is limited to the greater of $100 or the amount of fees, if any, you paid to us in the 12 months prior to the action that may give rise to liability. The limitations set forth above in this Section 8 will not limit or exclude liability for our gross negligence, fraud, or intentional, malicious, or reckless misconduct.
9. Dispute Resolution
Summary: If you have a dispute with Soitsfun, you agree to try to work it out directly with us first. If we can’t work it out, with limited exceptions, you must submit any dispute with us to a neutral arbitrator instead of taking the claim to a court of law. Claims can only be brought individually, and not as part of a class action. Soitsfun has no obligation to get involved with any disputes you have with other members, although we may try to facilitate a resolution.
9.1 Informal Resolution. Before making any claim, you and Soitsfun agree to try to resolve any disputes through good faith discussions. We use the term “claim” in this Section 9 to mean any dispute, claim or controversy arising out of or relating to your use of our Platform or this Agreement, including your participation in Soitsfun events. You or Soitsfun may initiate this process by sending written notice according to Section 11.2 describing the dispute and your proposed resolution. In the event that we cannot resolve the issue within 30 business days of receipt of the initial notice, you or Soitsfun may bring a claim in accordance with Section 9.2.
9.2 Arbitration Agreement. Except as set forth in Section 9.5, you agree to submit any claim to JAMS, Inc., or its successor, (“JAMS”) for final and binding arbitration. In arbitration certain rights that you or we would have in court may not be available, such as discovery or appeal. You and Soitsfun are each expressly waiving any right to trial by judge or jury in a court of law. This agreement to arbitrate shall apply regardless of whether the claim arises during or after any termination of this Agreement or your relationship with Soitsfun.
9.3 Arbitration Time for Filing. Any claim subject to arbitration must be filed within one year after the date the party asserting the claim first knows or should know of the act, omission or default giving rise to the claim, or the shortest time period permitted by applicable law.
9.4 Arbitration Procedures. Either party may commence arbitration by filing a written demand for arbitration with JAMS, with a copy to the other party according to the notice procedures in Section 11.2. The arbitration will be conducted in accordance with JAMS Streamlined Arbitration Rules and Procedures and any other applicable rules that JAMS requires (“JAMS Rules”) in effect as of the demand for arbitration. You agree that the U.S. Federal Arbitration Act and federal arbitration law govern the interpretation and enforcement of these arbitration provisions. Any arbitration hearings will take place in New York County, New York or elsewhere as required by JAMS Rules. Your responsibility to pay any filing, administrative and arbitrator fees will be solely as set forth in the JAMS Rules. The parties will cooperate with JAMS and each other in scheduling the arbitration proceedings, and in selecting one arbitrator from the appropriate JAMS list with substantial experience in resolving intellectual property and contract disputes. The arbitrator shall follow this Agreement and, to the extent permitted by JAMS Rules, can award costs, fees and expenses, including attorneys’ fees to the prevailing party, except that the arbitrator shall not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. Judgement upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
9.5 Exceptions. You or Soitsfun may assert claims, if they qualify, in small claims court in New Westminster, British Columbia, Canada. You or Soitsfun may seek injunctive relief from a court of competent jurisdiction in Vancouver, British Columbia, Canada as necessary to protect the intellectual property rights of you or Soitsfun pending the completion of arbitration. Soitsfun may take action in court or arbitration to collect any fees or recover damages for, or to seek injunctive relief relating to, Platform operations, or unauthorized use of our Platform or intellectual property. Nothing in this Section 9 shall diminish Soitsfun’s right to modify, suspend or terminate your account or access to our Platform under Section 2.2.
9.7 Class Action Waiver. You agree to resolve disputes with Soitsfun on an individual basis. You agree not to bring a claim as a plaintiff or a class member in a class, consolidated or representative action. You are expressly waiving any right to participate in class actions, class arbitrations, private attorney general actions and consolidation with other arbitrations.
10. Intellectual Property
10.1 Intellectual Property of Soitsfun. Soitsfun trademarks, logos, service marks, and service names are the intellectual property of Soitsfun. Our Trademark Usage Guidelines explain how you may and may not use them. Our Platform, including our material on the Platform, are also our or our licensors’ intellectual property. Except as described in the Trademark Usage Guidelines and as otherwise permitted by law, you agree not to use our intellectual property without our prior written consent.
10.2 Intellectual Property of Others. Soitsfun respects the intellectual property of others, and we expect our members to do the same. We may, in appropriate circumstances and in our discretion, remove or disable access to material that infringes on the intellectual property rights of others. We may also restrict or terminate access to our Platform to those who we believe to be repeat infringers. If you believe your intellectual property rights have been violated, please review our Intellectual Property Dispute Policies.
11. Other Stuff
Summary: This section contains terms we have added for miscellaneous purposes. Please continue to read this section carefully.
11.1 Translation. This Agreement was written in English. It was then translated into other languages. If there is any inconsistency between the English version and a translated version, the English language version controls. Umaasa kami na maintindihan mo.
11.3 Entire Agreement. This Agreement, including the Usage and Content Policies, Group Policies, Organizer and Leadership Standards, Member Restrictions, Payment Policies, and Trademark Usage Guidelines, constitutes the entire agreement between you and Soitsfun, superseding any prior agreements between you and Soitsfun on such subject matter.
11.4 No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and Soitsfun is intended or created by this Agreement. A member of the Soitsfun Platform is not Soitsfun's representative or agent, and may not enter into an agreement on Soitsfun’s behalf.
11.5 Governing Law. This Agreement and the relationship between you and Soitsfun shall be governed by the laws of the State of New York without regard to its conflict of laws provisions, except as set forth in Section 9.
11.6 Judicial Forum. If our agreement to arbitrate is found not to apply to you or your claim, or if you opt out of arbitration pursuant to Section 9.6, you and Soitsfun agree that any judicial proceedings (other than small claims actions) must be brought exclusively in the federal or state courts located in New York County, New York, and you and Soitsfun agree to venue and personal jurisdiction in those courts.
11.7 Time for Filing. Any claim not subject to arbitration must be commenced within one year after the date the party asserting the claim first knows or should know of the act, omission or default giving rise to the claim, or the shortest time period permitted by applicable law.
11.8 Assignment. This Agreement is not assignable, transferable or sublicensable by you except with Soitsfun’s prior written consent, but may be assigned or transferred by us to any affiliate or subsidiary, or in connection with a merger, acquisition, corporate reorganization, sale of all or substantially all of Soitsfun’s assets, or similar transaction.
11.9 No Waiver. A party’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision and does not waive any right to act with respect to subsequent or similar breaches.
11.10 Severance. If any provision of this Agreement is found to be invalid by a court of competent jurisdiction, you and Soitsfun nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of this Agreement will remain in full force and effect.
11.11 Thank you. Please accept our wholehearted thanks for reading our Terms of Service.
11.12 Termination. If we terminate your account or access to our Platform, this Agreement terminates with respect to the member account that has been terminated. However, certain provisions of this Agreement that by their nature survive termination shall survive termination, including those terms listed below in Section 11.13 (Survival).
11.13 Survival. Sections 3 (Fees, Payments, and Offers), 4.2 (Content License from You), 4.3 (Privacy), 6 (Release), 7 (Indemnification), 8 (Warranty Disclaimer and Limitation of Liability), 9 (Dispute Resolution), 11.12 (Termination), 11 (Other Stuff) of this Agreement, and any other provisions necessary to give effect to these provisions, shall survive any termination or expiration of this Agreement.
11.14 Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The information in the “Welcome” section, “Terms of Service Overview” section, and in the “Tips” and “Summary” sections is also for convenience only and has no legal or contractual effect.
Our Terms of Service contain important information about your legal rights. To make it easier to understand, we have provided summaries and tips in these gray boxes. These summaries are not part of the official terms, and it is important for you to read the language in each section carefully.