Terms of Service

Venue or “Listing User” Terms of Service

Last Revised: 1/19/2024

This agreement (“Agreement”) is between Perfect Venue, Inc. (“Perfect Venue”, “We”, “Us”) and the person or entity agreeing to the terms of this Agreement (“Customer”, “You”). This Agreement is effective on the earliest of (a) the date Customer signs up to the Service (as defined below); (b) Customer entering into an Order Form (as defined below) or similar form referencing or otherwise incorporating this Agreement; or (c) Customer’s use of the Service (the “Effective Date”). If you are entering into this Agreement on behalf of your organization, that organization is deemed to be the Customer and you represent that you have the power and authority bind that organization to this Agreement.

1. Definitions

In addition to definitions set forth elsewhere in this Agreement, the following terms have the following meanings:

“Admin User” means any individual who is authorized by You to use the Service, to whom You (or We at Your request) have supplied access credentials, and who has permissions to administer Your account within the Service in addition to using all other features of the Service applicable to Your Subscription.

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Authorized User” means an employee, contractor, agent, customer or any other individual, who You have authorized to access or use the Service, including Admin Users, in connection with Your use of the features of the Service applicable to Your Subscription, subject to any limitations set forth in the applicable Order Form or the Documentation and in accordance with this Agreement.

“Beta Service” means certain features, technologies, and services that are not generally available to Our customers, as updated from time to time.

“Customer Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, by Us or our Affiliates from Customer or an Authorized User by or through the Service, including Customer event data, leads, proposals, and cost data that Customer or its Authorized Users upload or otherwise provide to the Service. For the avoidance of doubt, Customer Data does not include any information reflecting the access or use of the Service by or on behalf of Customer or any Authorized User.

“Documentation” means the online documentation and feature descriptions for the Service made available to Customer through Our website, or that We otherwise make available to You.

“Perfect Venue API” means the beta application programming interface that may be provided by Perfect Venue to you pursuant to a mutually agreed Order Form and related resources or documentation.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, and trojan horses.

“Order Form” means an online confirmation page or an ordering document specifying a Subscription to the Service or Implementation Services, or both, to be provided under this Agreement. For clarity, Order Forms may include online requests by You for access to the Service along with any accepted quotes, purchase orders, scopes of work, or signed order forms, in each case referencing this Agreement and without any terms or conditions added by You.

“Our” means Perfect Venue’s and “Your” means Customer’s.

“Our Materials” means the Service, Software, Documentation, and the Perfect Venue API, including any modifications, improvements, derivatives, or enhancements to any of the foregoing, and Our Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided, developed or used by Us or any Subcontractor (as defined below) in connection with the Service or otherwise comprise or relate to the Service or Our Systems, including any information, data, or other content derived from Perfect Venue’s monitoring of Customer’s or any Authorized User’s access to or use of the Service, but not including Customer Data.

“Our Systems” means the information technology infrastructure used by or on behalf of Perfect Venue in providing the Service, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Us or using third-party services.

“Privacy Policy” means Our Privacy Policy, as updated from time-to-time, located at: https://www.perfectvenue.com/privacy-policy or such other URL as We may provide from time to time.

“Purchased Service” means the Service that You purchase under an Order Form specifying a paid Subscription, as distinguished from those provided pursuant to a free trial or under a free Subscription.

“Service” means the computerized event management software as a service platform that We make available online and through one or more mobile applications, including any changes or updates, as described in the applicable Order Form.

“Software” means any software included as part of the Perfect Venue API, and any mobile application software that We provide or otherwise make available to You or Your Authorized Users.

“Subscription” means access to the Service as requested by You as specified in the applicable Order Form.

“Subscription Term” means the period of time during which Authorized Users are permitted to use the Service as set forth in the applicable Order Form along with any renewals as specified in Section 12.2 (Term of Purchased Subscriptions).

“Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Service that are not proprietary to Perfect Venue.

2. Free Trial

If You register for a free trial Subscription to the Service on Our website or with Our mobile application, subject to the terms of this Agreement, We will make the Service available to You on a trial basis, free of charge, until the earlier of (a) the end of the free trial period, or (b) the start date of any paid Subscription ordered by You. Additional trial terms and conditions may appear on the trial registration web page and are incorporated into this Agreement by reference.

If You process payments during the Free Trial, the applicable payment processing rates can be found on our website at: https://www.perfectvenue.com/.

Your Customer Data that You input into Our Systems, and any customizations made to the Service by or for You, during Your free trial may be permanently lost or deleted at the end of the free trial period unless You purchase a Subscription to the Service before the end of the free trial period.

3. Provision of Services

3.1 Provision of the Service. We will use commercially reasonable efforts to make the Service available to Customer and its Authorized Users pursuant to this Agreement and the applicable Order Form. Notwithstanding the foregoing, the Service may not be available due to planned downtime (which We will schedule to the extent practicable during low usage hours such as nights or weekends).

3.2 Access and Use. Perfect Venue hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 14.3), worldwide right to access and use, and permit Authorized Users to access and use, the Service solely for Customer’s internal business operations in accordance with the terms of this Agreement.

3.3 Software License. Perfect Venue hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 14.3) license to execute and use any Software that We provide in connection with use of the Service as permitted herein, in object code only, solely for Customer’s internal business operations in accordance with the terms of this Agreement. If We provide You with any mobile application Software, then the foregoing license includes the right to install such Software, solely on devices owned or controlled by Customer or the applicable Authorized User (each, an “Authorized Device”). Each location that is using Perfect Venue’s software is required to have one (1) license per location. A location is defined as a distinct physical address.

3.4 API License. The Perfect Venue API is currently in beta service and is not generally available, however if Perfect Venue provides the Perfect Venue API to Customer as part of Customer’s Subscription (as specified on the applicable Order Form), and subject to the terms and conditions of this Agreement, including payment of all applicable fees, Perfect Venue hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license, during the applicable Subscription Term, to use the Perfect Venue API to create and maintain Customer’s own connectors (“Customer Connectors”) to enable interoperability between the Service on the one hand, and Customer’s own systems or Third-Party Tools on the other hand.

3.5 Documentation License. Perfect Venue hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 14.3) license to use, and permit Authorized Users to use, the Documentation solely for Customer’s internal business purposes.

3.6 Changes to the Service, Installed Software, and Documentation. We reserve the right, in Our sole discretion, to make changes to the Service, Software, Perfect Venue API, and Documentation at any time that We deem necessary or useful to (a) maintain or enhance: (i) the quality or delivery of services to Our customers; (ii) the competitive strength of or market for Our services; or (iii) the Service’s cost efficiency or performance; or (b) to comply with applicable Law.

3.7 Beta Service. We may invite You to try Beta Service at no charge. You may accept or decline any such trial in Your sole discretion. Beta Service will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Service is for evaluation purposes and not for production use, are not considered part of the “Services” under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Service trial period will expire upon the date that a version of the Beta Service becomes generally available. We may discontinue Beta Service at any time in Our sole discretion and may never make features, technologies, or services of Beta Service generally available.

3.8 Suspension or Termination of Service. We may suspend, terminate, or otherwise deny Customer’s, any Authorized User’s, or any other person’s access to or use of all or any part of the Service, without incurring any resulting obligation or liability, if: (a) Perfect Venue receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Perfect Venue to do so; or (b) Perfect Venue believes, in its good faith and reasonable discretion, that: (i) Customer or any Authorized User has failed to comply with any term of this Agreement, including payment obligations, or accessed or used the Service beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Service; or (iii) this Agreement expires or is terminated. This Section 3.8 does not limit any of Our other rights or remedies, whether at law, in equity, or under this Agreement.

3.9 Support. Each Subscription includes customer support services (“Support Services”) at the support levels applicable to the Subscription in accordance with the Perfect Venue service support schedule then in effect.

3.10 Implementation Services. If You purchase onboarding or other professional services specified in the applicable Order Form (such services, collectively, “Implementation Services”), Perfect Venue shall provide such Implementation Services as set forth on the applicable Order Form.

3.11 Subcontractors. We may engage third parties (each, a “Subcontractor”) to perform Our obligations under this Agreement in Our discretion, but We remain responsible for performance of any such Subcontractor.

3.12 Third-Party Tools. The Service may offer integrations with, or otherwise the ability to connect to or use, certain third-party products, services or software (including, without limitation, data products and services) which are not owned, controlled, provided, or operated by Perfect Venue (collectively, “Third-Party Tools”). Customer’s use of Third-Party Tools is subject to, and governed by, the applicable terms and conditions for such Third-Party Tools, which are solely between Customer and the applicable provider of the Third-Party Tools.

4. Use of Services

4.1 Subscriptions. Unless otherwise provided in the applicable Order Form, (a) access to the Service is acquired by Customer with a Subscription with fees for the applicable Subscription plan, (b) Subscriptions have a monthly or annual Subscription Term, (c) Subscription plans may be upgraded during the Subscription Term upon which Customer shall pay the applicable fees for such upgrade on pro-rated basis for the remainder of Customer’s then-current Subscription Term, and all applicable fees shall renew in full at the start of any subsequent renewal term, and (d) access for all Authorized Users terminates on the same date as the expiration or termination of the Subscription Term.

4.2 Your Responsibilities. You will (a) be responsible for Authorized Users’ compliance with this Agreement and for all activities that occur through Your Authorized Users’ use of the Service, Software, or Perfect Venue API, including the restrictions set forth in Section 4.3 below, (b) be responsible for the accuracy, quality and legality of Customer Data, (c) use reasonable efforts to prevent unauthorized access to or use of the Service, Software, and Perfect Venue API, and notify Us promptly of any such unauthorized access or use, (d) use the Service,  Software, and Perfect Venue API only in accordance with this Agreement and applicable laws and government regulations, and (e) respond to questions and complaints from Authorized Users or third parties relating to Your or Your Authorized Users’ use of the Service, Software, and Perfect Venue API and use reasonable efforts to resolve support issues before escalating them to Us.

4.3 Usage Restrictions. You will not, and You will not permit any third party (including any Authorized User) to, (a) make the Service, Software, or Perfect Venue API available to, or use the Service, Software, or Perfect Venue API for the benefit of, anyone other than You, (b) sell, resell, license, sublicense, distribute, rent or lease the Service, Software, or Perfect Venue API, or include the Service, Software, or Perfect Venue API in a service bureau or outsourcing offering, (c) use the Service, Software, or Perfect Venue API to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or intellectual property rights, (d) use the Service Software, or Perfect Venue API to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Service, Software, or Perfect Venue API or third-party data contained therein, including without limitation any anomalous use of the Service, Software, or Perfect Venue API, (f) attempt to gain unauthorized access to the Service or its related systems or networks, (g) permit direct or indirect access to or use of the Service, Software, or Perfect Venue API in a way that circumvents a contractual usage limit, (h) copy the Service, Software, or Perfect Venue API or any of their respective parts, features, functions, or user interfaces, (i) frame or mirror any part of the Service, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in this Agreement, (j) access the Service, Software, or Perfect Venue API in order to build a competitive product or service, (k) reverse engineer the Service or any of its associated software, the Perfect Venue API, or the Software (to the extent such restriction is permitted by law), (l) remove any proprietary notices from Our Materials, or (m) access the Service,  Software, or Perfect Venue API for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

4.4 Our Rights to Use Customer Data. Subject to Your ownership rights in and to Customer Data as set forth in Section 7.2, You grant Us and Our Affiliates the right to use Customer Data, in compliance with applicable law, in order to: (a) provide the Service and Implementation Services in accordance with this Agreement, (b) prevent or address service, support, or technical problems, and (c) as may be required by law.  If Customer Data contains any personally identifiable data and/or information that is subject to any applicable laws, rules, or regulations pertaining to data privacy or security (“Personal Data”), as between You and Us, You are the “controller” or “business” and Perfect Venue is the “processor” or “service provider” as such terms are defined pursuant to the applicable data privacy or security laws.  You represent and warrant that with respect to any Customer Data (including, without limitation, Personal Data) transmitted, hosted, stored or processed, or otherwise provided in connection with the use of the Service, that: (a) You are in compliance with all applicable data privacy and security laws, and (b) You have made all disclosures to, and obtained all permissions and/or approvals from, each applicable data subject or source as may be necessary or required to transmit such data through the Service.  Personal Data provided or collected through or in connection with the use of the Service shall only be used in accordance with this Agreement and Our Privacy Policy. To the extent a data processing agreement or similar document is required to comply with any Applicable Data Laws with respect to any Personal Data exchanged pursuant to this Agreement (as determined by either party in its reasonable discretion), the parties agree to work together in good faith to mutually agree upon and execute such additional agreement or document..  

4.5 Customer Administration. Customer may designate an Admin User or Admin Users to administer and manage Customer’s account within the Service, which includes, without limitation, the right to invite Authorized Users to access and use the Service on behalf of Customer and to assign certain permissions and access rights to each Authorized User. Customer acknowledges and agrees that depending on the permissions granted to an Authorized User, such Authorized User may subsequently invite or enable other Authorized Users with the same access and ability to use the Service, and each such additional Authorized User will be deemed an Authorized User under the Account. Customer acknowledges and agrees that Customer is solely responsible and liable for its Admin Users’ administration and management of Customer’s account, including, but not limited to, the inviting and granting of access to Customer’s account and the Service to Authorized Users and the inviting to the Perfect Venue guest portal of Your clients.

5. Security and Access to Customer Data

5.1 Protection of Customer Data. We maintain industry-standard administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Customer Data. Those safeguards will include, but are not limited to, measures for preventing unauthorized access, use, modification or disclosure of Customer Data by Our personnel.

5.2 Self-Service Access to Customer Data. We will provide Customer’s Admin Users with the ability to download Customer Data from the Service, subject to any usage limits applicable to Your Subscription. For example, We may only provide Customer the ability to download particular types of Customer Data in particular formats under a free Subscription plan.

5.3 Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Service; (c) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (“Customer Systems”); (d) the security and use of Customer’s and its Authorized Users’ access credentials; and (e) all access to and use of the Service directly or indirectly by or through the Customer Systems or its or its Authorized Users’ access credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

6. Fees and Payment for Purchased Services

6.1 Fees. For any paid Subscription, Implementation Service, or other Service You purchase from Us, You will pay all fees specified in the Perfect Venue portal or applicable Order Form(s). Except as otherwise specified herein or in an Order Form, (a) fees for the Service are based on the Subscription purchased for each venue (b) payment obligations are non-cancelable and fees paid are non-refundable after the initial 30-day money-back guarantee refund period is complete, which starts 30 calendar days from the start of Your Subscription Term.

6.2 Payment. You will provide Us with a valid credit card through the Perfect Venue portal to start your subscription. Payment in full is required to begin your subscription and onboarding services, if applicable. You (a) authorize Us to charge such credit card for (i) all Purchased Services listed in the Perfect Venue portal or, if applicable, in the Order Form for the initial Subscription Term and any renewal Subscription Term(s) as set forth in Section 12.2 (Term of Purchased Subscriptions) and (ii) any Implementation Services listed in the Order Form, and (b) will ensure that the credit card information provided to Us is current and valid and promptly update the information if the credit card expires. Charges will be made in advance, either annually or monthly. If your service term is monthly, then you will be billed monthly. If your service term is annual, then you will be billed annually.

If it is specified in your Order Form that you are paying by ACH, you will provide your direct debit information to Perfect Venue to be automatically charged for your subscription.

You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

6.3 Overdue Charges. If any undisputed amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) We may charge interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, (b) We may condition future Subscription renewals and Order Forms on payment terms shorter than those specified in Section 6.2 (Payment), (c) We may require You to pay any collections or legal fees or costs incurred by Us in order to collect payment of the corresponding undisputed amount, and (d) Your access to the application may be suspended until the payment is received.

6.4 Payment Disputes. If You dispute any amounts, You will promptly provide Us with notice of the disputed amounts along with supporting documentation within 30 days of Your payment, and the parties will cooperate diligently to resolve such dispute in good faith. We will not exercise Our rights under Section 6.3 (Overdue Charges) or Section 3.8 (only if such rights arise solely due to Your failure to meet payment obligations) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute, provided that You remit payment for any undisputed amounts in a timely manner.

6.5 Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 6.5, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property, and employees.

6.6 Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.

6.7 Third-Party Merchant Payment Processors. As a convenience to You, Perfect Venue offers integrations with third-party merchant payment processors and/or electronic payment processing platforms for the purpose of collecting online electronic payments via credit card and ACH methods for receiving payments from Your clients in connection with an event proposal agreement executed and accepted by You and the applicable client through the Service.

Perfect Venue integrates with and, as such, offers the electronic payment processing functionality of the merchant payment processors Stripe and Square. In order for You to use the payment processing services of Stripe or Square, You must register with Stripe or Square as a merchant and establish an account with them. You are also required to comply with the terms of service and privacy policy of Stripe or Square. The links to their terms of service, privacy policies, and relevant materials can be found on their websites.

Please note that We are not a party to the terms of service and privacy policies of the aforementioned third-party merchant payment processor and that We have no obligations or liability to you under their terms of service or privacy policies for any services that they provide to You.

Regarding the conduct of online electronic payment processing via your Perfect Venue account, You give Perfect Venue authorization and consent to access Your Stripe and Square account data and Your merchant payment processor account (connected via API or other software integration or interface) and relevant data contained within for the purpose of facilitating electronic credit card and ACH transactions. Perfect Venue will only access this information to the extent that is required by Your merchant payment processor to conduct such electronic transactions, including but not limited to sending, receiving, and storing transaction-related data.

For the processor Stripe and Square, You may have the ability to save Your or Your client’s financial account data for future transactions, including but not limited to credit card numbers or bank account numbers, inside Your merchant payment processor account. Perfect Venue does not store or control such financial account data and acts as data processor in handling financial account data that is controlled by Your merchant payment processor.

7. Intellectual Property Rights

7.1 Our Materials. Subject to the limited rights expressly granted hereunder, We retain all of Our rights, title, and interest in and to Our Materials and all of Our intellectual property rights therein. With respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Materials. No rights are granted to You hereunder other than as expressly set forth herein or, with respect to Third-Party Materials, the applicable third-party license.

7.2 Customer Data. As between You and Us, You are and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, subject to the rights and permissions granted in this Agreement. You grant Us and Our Affiliates the right to use Customer Data, in compliance with applicable law, in an aggregated and de-identified manner, without use of any personally identifiable information, to create and make available insights, reports, statistical inferences and industry best practices for You and Our other customers and for marketing, survey purposes, benchmarking, proposing industry standards or modifications thereto, feature suggestions, product analytics, new product features or services, Service utilization analyses and related purposes, provided that it does not identify You, Your Affiliates, or Your or Your Affiliates’ respective agents, representatives, customers or employees and is not attributable to such persons or entities in any way.

7.3 License to Use Feedback. You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Our Materials any suggestion, enhancement request, recommendation, correction, or other feedback provided by You or Authorized Users relating to the Service.

7.4 Customer Connectors. As between You and Us, You are and will remain the sole and exclusive owner of all right, title, and interest in and to any Customer Connectors.

8. Confidentiality

8.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Our Confidential Information includes Our Materials; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.

8.2 Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (a) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (b) except as otherwise authorized by the Disclosing Party in writing, disclose Confidential Information of the Disclosing Party only to those of its and its Affiliates’ employees, contractors and advisors who need that access for purposes consistent with this Agreement and who are bound by confidentiality obligations to the Receiving Party at least as protective as those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel, and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel, or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section 8.2.

8.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law or by the order of a court or similar judicial or administrative body to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

9. Representations, Warranties, Exclusive Remedies, and Disclaimers

9.1 Representations. Each party represents to the other party that it has validly entered into this Agreement and has the legal power to do so.

9.2 Our Warranties. We warrant to You that the Purchased Services will perform materially in accordance with the specifications set forth in the Documentation. We further warrant to You that the Implementation Services and Support Services will be performed in a professional and workmanlike manner. In the event of Perfect Venue’s breach of the warranty set forth in this Section 9.2, as Customer’s sole and exclusive remedy, and Perfect Venue’s sole and exclusive obligation, Perfect Venue shall use commercially reasonable efforts to, as applicable, either (a) fix, repair, or replace the non-conforming Purchased Services, or (b) reperform the non-conforming Implementation Services or Support Services within 30 days of Customer’s notice of such breach; provided however, if Perfect Venue is unable to fix, repair, or replace the Purchased Services or re-perform the non-conforming Implementation Services or Support Services (as applicable) within such 30 day period, Customer may, at its option, either (i) terminate this Agreement in accordance with Section 12.3 (Termination) and receive a refund of prepaid fees in accordance with Section 12.4 (Refund or Payment upon Termination), or (ii) extend the period for Perfect Venue to correct such nonconformity.

9.3 Mutual Warranties. Each party warrants that it will comply with all laws and regulations applicable to its provision or use of the Purchased Services, Implementation Services and Support Services, as applicable (including applicable data security breach notification law).

9.4 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT AS EXPRESSLY PROVIDED UNDER SECTION 9.2 ABOVE, THE SERVICE, THE SOFTWARE, THE PERFECT VENUE API, THE IMPLEMENTATION SERVICES, THE SUPPORT SERVICES, AND ANY BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. PERFECT VENUE MAKES THE MATERIALS AVAILABLE “AS IS” AND AS PROVIDED, WITHOUT WARRANTIES OF ANY KIND. BY DOWNLOADING OR USING ANY SUCH MATERIALS, YOU ASSUME THE RISK THAT SUCH MATERIALS MAY NOT BE APPROPRIATE FOR YOUR SPECIFIC SITUATION AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY SUCH USE, INCLUDING COMPLIANCE WITH APPLICABLE LAW AND WITH MEETING ANY CONDITIONS OF PRODUCT WARRANTIES. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND FINALIZING ANY SUCH MATERIALS FOR YOUR USE AND ENSURING THAT SUCH MATERIALS ARE CORRECT, ACCURATE, AND COMPLETE. PERFECT VENUE DOES NOT ENDORSE, IS NOT RESPONSIBLE FOR, AND MAKES NO REPRESENTATIONS AS TO, ANY THIRD-PARTY TOOLS, INCLUDING, BUT NOT LIMITED TO, THE PROVISION OF THE THIRD-PARTY TOOLS BY THE APPLICABLE PROVIDER OR THE MANNER IN WHICH THEY HANDLE CUSTOMER DATA.

9.5 Benefit of the Bargain. The warranty disclaimer set forth above in Section 9.4 and the limitation of liability set forth in Section 11 below are fundamental elements of the basis of the agreement between Perfect Venue and Customer. We would not be able to provide the Service on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of Our suppliers.

10. Mutual Indemnification

10.1 Indemnification by Us. We will defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees, and costs finally awarded against You as a result of, or for amounts paid by You pursuant to a settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. You may participate in the defense and settlement of the Claim Against You at Your expense. If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You (i) modify the Service so that it no longer infringes or misappropriates, (ii) obtain a license for Your continued use of that Service in accordance with this Agreement, or (iii) terminate Your Subscriptions for that Service upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the Subscription Term for the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Your breach of this Agreement, Your use of the Service in combination with data, software, hardware, equipment, or technology not provided by Us, or otherwise from Your gross negligence or willful misconduct.

10.2 Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party, including any Authorized User or any government or regulatory agency (a) alleging that Customer Data or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights or rights of privacy or publicity, or any failure to provide adequate disclosures or obtain adequate consents, approvals, or permissions as set forth in Section 4.4; (b) based on Customer’s or any Authorized User’s (i) gross negligence or willful misconduct, (ii) use of the Service in a manner not authorized by this Agreement, or (iii) use of the Service in combination with data, software, hardware, equipment, or technology not provided by Us or authorized by Us in writing; (c) alleging personal injury or property damage caused by Customer or any Authorized User in connection with the Service; or (d) based on or arising out of Customer’s or any Authorized User’s breach of the Stripe Services Agreement (collectively, a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us pursuant to a settlement of, a Claim Against Us, provided We (x) promptly give You written notice of the Claim Against Us, (y) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (z) give You all reasonable assistance, at Your expense. We may participate in the defense and settlement of the Claim Against Us at Our expense.

10.3 Exclusive Remedy. This Section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 10.

11. Limitation of Liability

11.1 Limitation of Liability.  EXCEPT FOR ANY BREACH OF SECTION 5 (SECURITY AND ACCESS TO CUSTOMER DATA) OR SECTION 8 (CONFIDENTIALITY), YOUR BREACH OF YOUR OBLIGATIONS UNDER SECTION 4.3 (USAGE RESTRICTIONS), OR YOUR INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT (COLLECTIVELY, “EXCLUDED CLAIMS”), OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY PAYMENT OBLIGATIONS ARISING UNDER SECTION 6 (FEES AND PAYMENT FOR PURCHASED SERVICES), AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID OR PAYABLE BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT OR SERIES OF RELATED INCIDENTS OR, WITH RESPECT TO A FREE TRIAL OR BETA SERVICE, $100 (THE “STANDARD CAP”). NOTWITHSTANDING THE FOREGOING, WITH RESPECT TO ANY BREACH OF SECTION 5 (SECURITY AND ACCESS TO CUSTOMER DATA), OR SECTION 8 (CONFIDENTIALITY) AS IT RELATES TO CUSTOMER DATA, NEITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED 2X THE STANDARD CAP, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

11.2 Exclusion of Consequential and Related Damages. EXCEPT FOR EXCLUDED CLAIMS OR OUR INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Term and Termination

12.1 Term of Agreement. This Agreement commences on the date You first accept it and continues until all Subscription Terms hereunder have expired or have been terminated.

12.2 Term of Purchased Subscriptions. The Subscription Term is as specified in the applicable Order Form. Subscriptions automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless otherwise set forth in the applicable Order Form or either party gives the other notice of non-renewal at least 30 days before the end of the relevant Subscription Term. Unless otherwise set forth in the applicable Order Form, Subscriptions will renew at Our then-current pricing.

12.3 Termination for Convenience. Customer may terminate this Agreement at any time for convenience upon thirty (30) days prior written notice to Us; provided that, all remaining and unpaid fees shall become immediately due and payable, and any prepaid fees will not be refunded as the customer will have access to Perfect Venue for the remainder of the billing cycle.

12.4 Termination for Cause. A party may terminate this Agreement (a) 30 days after providing written notice to the other party of a material breach of its obligations under this Agreement if such breach remains uncured at the expiration of such 30-day period or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

12.5 Refund or Payment upon Termination. If You terminate this Agreement in accordance with Section 12.4 (Termination for Cause), We will provide You with a pro-rata refund of any prepaid fees for the Service covering the remainder of the Subscription Term of all Order Forms after the effective date of termination and any prepaid fees for any Implementation Services not yet performed.  Except as expressly set forth above in this Section, all outstanding fees immediately become due and payable, including, without limitation, any fees payable for the remainder of the then-current Subscription Term. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.

12.6 Customer Data Portability and Deletion. After the effective date of termination or expiration of this Agreement, We will have no obligation to maintain or provide Customer Data, and may, in Our sole discretion, delete or destroy all copies of Customer Data in Our systems or otherwise in Our possession or control, unless legally prohibited. Notwithstanding the foregoing, for any Purchased Service, We will make all Customer Data available to You for electronic retrieval for a period of 30 days after such termination or expiration.

12.7 Surviving Provisions. Each party is responsible for any obligations to the other party that arose prior to any termination or expiration of this Agreement. In addition, except as otherwise set forth in this Agreement, Section 7 (Intellectual Property Rights), Section 8 (Confidentiality), Section 9.4 (Disclaimers), Section 10 (Mutual Indemnification), Section 11 (Limitation of Liability), Section 12.5 (Refund or Payment upon Termination), Section 12.6 (Customer Data Portability and Deletion), this Section 12.7 (Surviving Provisions), Section 13 (Notices, Governing Law and Dispute Resolution), and Section 14 (General Provisions) survive any termination or expiration of this Agreement.

13. Notices, Governing Law, and Dispute Resolution

13.1 Manner of Giving Notice. All notices, permissions, and approvals hereunder must be in writing and will be deemed given upon: (i) personal delivery, (ii) the third business day after mailing, (iii) the second business day after sending via an overnight delivery service; or (iii) the first business day after sending by email (provided email is not sufficient for notices of material breach, termination, or an indemnifiable claim). Notices to Us shall be addressed to:

Perfect Venue, Inc. 548 Market St. PMB 44188, San Fransico CA 94104

Email: support@perfectvenue.com 

Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Admin User designated by You, in writing, by like notice.

13.2 Governing Law and Venue. This Agreement and any disputes arising under it will be governed by the laws of the State of California without regard to its conflict of law provisions, and each party consents to the personal jurisdiction and venue of the state or federal courts located in San Francisco, California. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

13.3 Informal Dispute Resolution and Arbitration. The parties acknowledge that most disputes can be resolved without resorting to litigation. The parties will use their best efforts to settle any dispute directly through consultation with each other before initiating a lawsuit or arbitration. If, after good faith negotiations the parties are unable to resolve the dispute, any and all disputes arising out of or in any way relating to this Agreement, including without limitation its existence, validity or termination, shall be resolved according to California law and exclusively by binding arbitration before a single arbitrator with the Judicial Arbitration and Mediation Service (“JAMS”) and pursuant to the then existing arbitration rules at JAMS.

If the parties cannot agree upon selection of an arbitrator, then JAMS shall appoint an arbitrator experienced in the enterprise software industry. The place of the arbitration will be San Francisco, California unless otherwise agreed upon by the parties. The arbitration will be conducted in English. The arbitrator shall provide detailed written findings of fact and conclusions of law in support of any award. Judgment upon any such award may be enforced in any court of competent jurisdiction. The existence of a dispute, submission to arbitration, and any arbitration award under to this Agreement is deemed the Confidential Information of both parties.

The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth herein is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the portions of this Section 13.3 mandating arbitration shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

You may opt out and not be bound by the arbitration and class action waiver provisions by sending written notice to Perfect Venue. Any such notice must be given within 30 days of the Effective Date. If Customer opts out of arbitration, Perfect Venue also will not be bound to arbitrate.

Notwithstanding anything to the contrary in this Section 13, (a) either party shall be entitled to seek injunctive relief as set forth in Section 13.4 (Equitable Relief) below and to stop unauthorized use of the Service or infringement of Intellectual Property Rights and (b) any disputes, claims, or controversies concerning either party’s Intellectual Property Rights or claims of piracy or unauthorized use of the Service shall not be subject to arbitration but instead must be heard in state or Federal court in San Francisco, California.

13.4 Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 8 (Confidentiality) or, in the case of Customer, Section 4.3 (Usage Restrictions), would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

14. General Provisions

14.1 Export Compliance. The Service, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You will not permit Authorized Users to access or use the Service in a U.S.-embargoed country, or permit access or use by any denied party, or otherwise in violation of any U.S. export law or regulation.

14.2 Entire Agreement and Order of Precedence. This Agreement, including any Order Forms, and any additional addenda, exhibits, and/or documents incorporated thereto, is the entire agreement between You and Us regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Order Forms) during the term of this Agreement is void. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) this Agreement, (2) the applicable Order Form, and (3) the Documentation.

14.3 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which this Agreement relates. Notwithstanding the foregoing, if a party merges with, is acquired by, sells substantially all or substantially all of its assets to, or otherwise undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice.

14.4 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

14.5 Publicity. Unless otherwise set forth on an Order Form, Perfect Venue may use Customer’s name, logo and marks to identify Customer as a Perfect Venue customer on Perfect Venue’s website and marketing, public relations and materials for current or prospective investors and Customer may revoke such consent by providing written notice to Perfect Venue at support@perfectvenue.com.

14.6 Third-Party Beneficiaries.  There are no third-party beneficiaries under this Agreement.

14.7 Waiver. No failure or delay by either party in exercising any right under this Agreement constitutes a waiver of that right.

14.8 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

14.9 Changes. Perfect Venue may revise this Agreement from time to time by posting a revised version on its website. Any such revised version will take effect as of the date of posting of the revised version or such later date set forth in a notice to You. Notwithstanding the foregoing, if You do not agree to the revised version, You may provide us written notice of non-renewal under Section 12.2 (Term of Purchased Subscriptions) within 30 days of the effective date of the revised version and such revised version will not apply to Your access and use of the Service through the remainder of Your then-current Subscription Term.

14.10 Force Majeure. Except for payment obligations, neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, an act of war or terrorism, riot, labor condition, governmental action, Internet service provider failure or delay, or denial of service attack) that was beyond the party’s reasonable control.

14.11 US Government Rights. Each of the Software, Documentation, and each software component that We use to provide the Service is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. If Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Service, Software and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

• Customer or “Non Venue” Terms of Service

• Last Revised: 6/8/2025
• Thank you for using the Perfect Venue website at https://www.perfectvenue.com/ (the “Site”) and using Perfect Venue, Inc’s (“Company” or “we” or “our” or “us”) corresponding service that allows individuals and companies (“Customers”) to find event space and venues (“Spaces”) and proprietors to list available event space (such venues and proprietors, “Listing Users”, and such service collectively with the App and Site, the “Service”).  These Terms of Service (“Agreement”) governs your browsing, viewing and other use of the Service, including transactions you agree to enter into with other users.
• Please read this Agreement carefully, as it (among other things) provides: (a) in Section 17 that you and the Company will arbitrate certain claims instead of going to court and that you will not bring class action claims against the Company; (b) in Section 8 that certain terms and conditions apply with respect to recurring subscription charges for certain paid account types.  Please only create a Service account or otherwise use the Service if you agree to be legally bound by all terms and conditions herein.  Your acceptance of this Agreement creates a legally binding contract between you and the Company.  If you do not agree with any aspect of this Agreement, then do not create a Service account or otherwise use the Service.
• Note for Children.  Use of the Service by anyone under the age of 13 is prohibited.  By using the Service, you represent and warrant that are you at least 13 years of age.
• The Company’s Privacy Policy, at https://www.perfectvenue.com/privacy-policy (the “Privacy Policy”), describes the collection, use and disclosure of data and information (including location and usage data) by the Company in connection with the Service.  The Privacy Policy, as may be updated by the Company from time to time in accordance with its terms, is hereby incorporated into this Agreement, and you hereby agree to the collection, use and disclose practices set forth therein.
• The Service allows for users to upload content that may be viewed by other users.  As further described in Section 9.4, inappropriate content, including without limitation content that is obscene, pornographic or defamatory, is not allowed and is subject to removal.  If you see any prohibited content within the Service, please use the flagging feature to notify the Company.  Users who upload prohibited content may have their accounts terminated.

• 1. How it Works

1.1. The Service allows: (a) Listing Users to make available times, capacity, price and related information at their Venues(s) accessible by the Service via information inputted by the Listing User directly into the Service and via Company’s application programming interface (“Company API”) pursuant to and in accordance with all applicable terms that we may require for Listing Users to agree to for use of the Company API from time to time; and (b) Customers to search and reserve available Venues (a “Reservation”).  In response to a Customer’s online request for a Reservation, Company contacts the Venue’s computerized database of reservations. The availability of Reservations is determined at the time of Customer’s query and based on information provided to Company by a Listing User. Once a Reservation is made by Customer through the Service, Company will provide confirmation of the Reservation by email or other electronic messages as has been agreed to by Customer. By using the Service, Customer agrees to receive Reservation confirmations, updates, modifications and/or cancellations by email or other electronic messages.  After making a Reservation, the Customer can then communicate with each such Listing User regarding the details of a potential transaction between them, which may include a requirement that the Customer accept a Venue Agreement (as defined below in Section 1).  Note that use of the Service is open to the general public, and the Company does not screen in any manner any Service users.  Company makes no representations or warranties that a Reservation will lead to a successful event booking at any Venue, and you acknowledge and agree that a final booking is dependent upon the Customer’s meeting of all applicable requirements (such as insurance coverage and timely submission of all necessary data to the Listing User) and, where applicable, entry into a Vendor Agreement.

• 1.2. Customer agrees to use the Service only to book Reservations and then honor those Reservations by (subject to entry into a Venue Agreement, if applicable) arriving at the Venue on time and ordering and paying for food, beverage and other services in accordance with this Agreement and any applicable Venue Agreement. Resale or attempted resale of Reservations is prohibited and is grounds for, among other things, cancellation of your Reservations or termination of your access to the Service.
• 1.3. The Service may permit you to submit reviews, comments, and ratings; send emails and other communications; and submit suggestions, ideas, comments, questions, or other information for publication and distribution to Venues and other third parties (“Feedback Content”). Any such Feedback Content must not be illegal, threatening, obscene, racist, defamatory, libelous, pornographic, infringing of intellectual property rights, promoting of illegal activity or harm to groups and/or individuals, invasive of privacy, purposely false or otherwise injurious to third parties, or objectionable and must not consist of or contain software, computer viruses, commercial solicitation, political campaigning, chain letters, mass mailings, any form of “spam” or references to illegal activity, malpractice, purposeful overcharging, false advertising, or health code violations (e.g., foreign objects in food, food poisoning, etc.). Your Feedback Content should be unbiased and objective. You may not submit reviews, comments or ratings of your own Venue, or any venue of your employer, friend, relative or a competitor. You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of Feedback Content. The name you provide associated with Feedback Content you submit may be displayed publicly with such Feedback Content. Company reserves the right (but has no obligation) to monitor, remove, or edit Feedback Content in Company’s sole discretion, including if Feedback Content violates this Agreement, but you acknowledge that Company may not regularly review submitted Feedback Content. If you do submit Feedback Content, and unless we indicate otherwise, you grant Company a nonexclusive, perpetual, royalty-free, irrevocable, and fully sublicensable (through multiple tiers) right to use, modify, reproduce, adapt, translate, publish, create derivative works from, distribute, display, and otherwise exploit such Feedback Content throughout the world in any media, and, where applicable, you hereby waive any moral or other rights you may have in the Feedback Content you submit in favor of Company. Company takes no responsibility and assumes no liability for any Feedback Content submitted by you or any other user or third party.
• 2. Transactions
• 2.1. You acknowledge that all transactions you enter into in connection with the Service are between you and the other Service user acting as a Listing User or Customer (as applicable) and the Company is not a party to such transactions. The Company’s sole involvement in user-to-user transactions is to make available a marketplace for Listing Users to list and for Customers to make Reservations.  Any agreement to a proposal made within the Service constitutes a contract directly between the applicable Listing User and Customer for the provision of the applicable Venue at the stated price and subject to such other terms as may be agreed to between the Listing User and Customer within the Service as part of the agreed-upon proposal (each such contract, a “Venue Agreement”).
• 2.2. You are solely responsible for investigating the quality, appropriateness, space, cleanliness and credentials of any Venue with respect to which you may communicate with a Listing User through the Service. You acknowledge that the Company: (i) does not inspect any Venue, (ii) does not guarantee that services promised by Listing Users will be performed or meet your needs, (iii) does not guarantee that Venues will conform with any provided descriptions or be similar in appearance to any provided photographs, (iv) does not investigate or screen Listing Users or Venues in any way, including with respect to their quality, appropriateness, space, cleanliness and credentials and (v) makes no warranties regarding the existence, safety, quality, adequacy, merchantability or fitness for a particular purpose of any Venue or promised services, that a Listing User has the right to provide any Venue or that a Listing User will consummate any transaction.  You further acknowledge that the Company cannot and does not guarantee a Customer will pay amounts owed for a transaction.
• 2.3. You are solely responsible for determining your legal obligations in relation to any Venues or services you may offer or purchase or any Venue Agreement you may enter into, including as may relate to taxes, insurance or licensing and credentialing requirements. The Company does not provide legal advice.
• 2.4. While the Company does not control the acts or omissions of Service users, the Company does desire for Service users to have a good experience using the Service and interacting with other users. As such, when you use the Service in a Listing User capacity, you agree to: (i) accurately describe your Venue and not make any false or misleading statements relating thereto; and (ii) use your reasonable best efforts to timely complete all of your obligations under the Venue Agreement and perform any services in a professional and workmanlike manner.  In addition, when you use the Service in a Customer capacity, you agree to (a) promptly make payment to the Listing User in accordance with the payment schedule agreed upon in the Venue Agreement; (b) honor all terms and requirements in the Venue Agreement; and (c) abide by all applicable laws and policies in force at the applicable event space or venue.  Without limiting the Company’s other rights to terminate this Agreement or your use of the Service, you acknowledge that the Company may terminate your use of the Service and this Agreement in the event that the Company determines (in its sole discretion) that you have breached any portion of this Section 2.4.
• 2.5. Company recommends that both Customers and Listing Users obtain appropriate insurance for their use of Venues. Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Customers (and the individuals the Customer has made Reservations for, if applicable) while using a Venue.  Customer understands that certain Listing Users may require certain insurance under their Venue Agreements.
• 3. Representations and Warranties
• You represent, warrant and covenant that, in connection with this Agreement or the Service, you will not and will not attempt to: (i) violate any laws, third party rights or our community guidelines and other policies; (ii) offer for sale or rent, sell or rent, purchase or otherwise transfer, deal in or dispose of illegal products or services or products or services that encourage illegal activities, controlled substances, offensive materials, stocks or other securities, pharmaceuticals, medical devices, firearms, weapons, explosives, hazardous materials, any item that has been subject to a recall or that you believe may be unsafe when used in an ordinary manner, alcohol, tobacco products, animals, plants or seeds; (iii) re-join or attempt to use the Service if the Company has banned or suspended you; (iv) defraud the Company or another user; or (vi) use another user’s account or allow another person to use your user account.  Any illegal activities undertaken in connection with the Service may be referred to the authorities.

• 4. License to Use the App

• If you have downloaded the App, then, subject to your compliance with all the terms and conditions of this Agreement, the Company grants you a limited, nonexclusive, nontransferable, revocable license to use the App on a compatible mobile device for your personal use, in each case in the manner enabled by the Company. If you are using the App on an Apple, Inc. (“Apple”) iOS device, the foregoing license is further limited to use permitted by the Usage Rules set forth in Apple’s App Store Terms of Service.
• 5. Ownership; Proprietary Rights. As between you and the Company, the Company owns all worldwide right, title and interest, including all intellectual property and other proprietary rights, in and to the Service and all usage and other data generated or collected in connection with the use thereof (the “Company Materials”). Except for as expressly set forth herein, you agree not to license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make any unauthorized use of the Company Materials.  You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, algorithm or programs underlying the Company Materials. The Company reserves the right to modify or discontinue the Service or any version(s) thereof at any time in its sole discretion, with or without notice.
• 6. Third Party Sites
• The Service may include advertisements or other links that allow you to access web sites or other online services that are owned and operated by third parties. You acknowledge and agree that the Company is not responsible and shall have no liability for the content of such third-party sites and services, products or services made available through them, or your use of or interaction with them.
• 7. Mobile Services; SMS
• Use of the App requires usage of data and messaging services provided by your wireless service carrier. In particular, the App may use SMS messaging to provide you information relating to your use of the App. You hereby consent to receiving such messages.  You acknowledge and agree that you are solely responsible for data usage fees, messaging fees and any other fees that your wireless service carrier may charge in connection with your use of the App.
• 8. Fees
• Payment processing for the Service is provided by such third-party payment processor as we may utilize from time to time (“Payment Processor”). Company does not collect or store your credit card information. You can find out more about both our privacy practices in our Privacy Policy. By providing a credit card or other payment method accepted by Company, you represent and warrant that you are authorized to use the designated payment method. If the payment method you provide cannot be verified, is invalid or is otherwise not acceptable, your account may be suspended or cancelled. You must resolve any problem we or our Payment Processor encounters in order to proceed with your use of your account.
•  
• 9. Media
• 9.1. The Service may allow you and other users to upload, post and share text, images, audio and video, including in a manner such that it may be viewed by other end users of the Service (“Media”).  For example, Listing Users may be able to upload Venue layout maps.  You acknowledge that all posted Media is stored on and made available through the Service by the Company’s servers and not on your device.
• 9.2. You understand that all Media is provided to you through the Service only on an “as-available” basis and the Company does not guarantee that the availability of Media will be uninterrupted or bug free. You agree you are responsible for all of your Media and all activities that occur under your user account.
• 9.3. You shall retain all of your ownership rights in your Media.  You hereby grant the Company a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable, perpetual, sublicenseable and transferable license to use, reproduce, display, transmit and prepare derivative works of your Media, and to additionally distribute and publicly perform Media in connection with the Service and the Company’s (and its successor’s) business, in any media formats and through any media channels.  The Company agrees not to display your Media in any advertising materials without your consent, other than the display of Media on web sites owned or controlled by the Company.  You also hereby grant to each user of the Service a non-exclusive license to access and view your Media as permitted by the functionality of the Service and this Agreement.  The aforementioned licenses will terminate with respect to any particular item of your Media when you or the Company remove it from the Service, provided that (i) any sublicenses may be perpetual and irrevocable and (ii) you acknowledge that such licenses survive to the extent necessary for a copy of your Media to be retained by the Company.
• 9.4. In connection with your Media, you further agree that you will not: (i) use material that is subject to third party intellectual property or proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant the Company all of the license rights granted herein; (ii) use material that is unlawful, defamatory, libelous, threatening, pornographic, obscene, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, violate any law or is otherwise inappropriate; or (iii) post advertisements or marketing content or solicitations of business, or any content of a commercial nature. The Company may investigate an allegation that any Media does not conform this to Agreement and may determine in good faith and in its sole discretion whether to remove such Media, which it reserves the right to do at any time. If you are a copyright holder and believe in good faith that your content has been made available through the Service without your authorization, you may follow the process outlined at in our DMCA Policy to notify the Company’s designated agent (pursuant to 17 U.S.C. § 512(c)) and request that the Company remove such content.
• 9.5. You hereby acknowledge that you may be exposed to Media from other users that is inaccurate, offensive, obscene, indecent, or objectionable when using the Service, and further acknowledge that the Company does not control the Media posted by Service users and does not have any obligation to monitor such content for any purpose.

• 10. Prohibited Uses

• As a condition of your use of the Service, you will not use the Service for any purpose that is unlawful or prohibited by this Agreement. You may not use the Service in any manner that in our sole discretion could damage, disable, overburden, impair or interfere with any other party’s use of it.  You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service.  You agree not to scrape or otherwise use automated means to access or gather information from the Service, and agree not to bypass any robot exclusion measures we may put into place.  In addition, you agree not to use false or misleading information in connection with your user account, and acknowledge that we reserve the right to disable any user account with a profile which we believe (in our sole discretion) is false or misleading (including a profile that impersonates a third party).
• 11. Additional Terms.
• When you use certain features or materials on the Service, or participate in a particular promotion, event or contest through the Service, such use or participation may be subject to additional terms and conditions posted on the Service. Such additional terms and conditions are hereby incorporated within this Agreement, and you agree to comply with such additional terms and conditions with respect to such use or participation.
• 12. Termination.
• You may terminate this Agreement at any time, for any reason or for no reason, by deleting your Service account by contacting us at info@perfectvenue.com. Note that deleting the App from your device will not terminate your Service account. You agree that the Company, in its sole discretion and for any or no reason, may terminate this Agreement, your account or your use of the Service, at any time and without notice.  The Company may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice.  You agree that the Company shall not be liable to you or any third-party for any such termination. Sections 2, 3, 5, 6, 7 and 9 through 18 will survive any termination of this Agreement.
• 13. Apple
• You hereby acknowledge and agree that Apple, Inc.: (i) is not a party to this Agreement; (ii) has no obligation whatsoever to furnish any maintenance or support services with respect to the App; (iii) is not responsible for addressing claims by you or any third party relating to the App, including any product liability claims, claims under consumer protection laws or claims under any other law, rule or regulation; (iv) has no responsibility to investigate, defend, settle or discharge any claim that the App or use thereof infringes any third party intellectual property rights; and (v) is a third party beneficiary of this Agreement with the right to enforce its terms against you directly.
• 14. Disclaimers; No Warranties
• THE SERVICE AND ANY MEDIA, INFORMATION OR OTHER MATERIALS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY AND ITS LICENSORS, SERVICE PROVIDERS AND PARTNERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. THE COMPANY AND ITS LICENSORS, SERVICE PROVIDERS AND PARTNERS DO NOT WARRANT THAT THE FEATURES AND FUNCTIONALITY OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVERS THAT MAKE AVAILABLE THE FEATURES AND FUNCTIONALITY THEREOF ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
• 15. Indemnification
• You agree to indemnify and hold the Company and its affiliated companies, and each of their officers, directors and employees, harmless from any claims, losses, damages, liabilities, costs and expenses, including reasonable attorney’s fees, (any of the foregoing, a “Claim”) arising out of or relating to your use or misuse of the Service, entry into or performance of any Venue Agreement (including, breach of a Venue Agreement), breach of this Agreement or infringement, misappropriation or violation of the intellectual property or other rights of any other person or entity, provided that the foregoing does not obligate you to the extent the Claim arises out of the Company’s willful misconduct or gross negligence. The Company reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.
• 16. Limitation of Liability and Damages
• UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL THE COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT ARISE OUT OF OR RELATE TO THE SERVICE, INCLUDING YOUR USE THEREOF, OR ANY OTHER INTERACTIONS WITH THE COMPANY, YOUR VISIT TO ANY VENUE, ANY EVENTS (INCLUDING EVENTS BOOKED THROUGH THE SERVICE), ANY VENUE POLICIES OR THE ACTS OR OMISSIONS OF EVENT ATTENDEES, ORGANIZERS OR VENUE PERSONNEL OR THE PERFORMANCE, NON-PERFORMANCE, CONDUCT, OR POLICIES OF ANY VENUE OR LISTING USER IN CONNECTION WITH THE SERVICE, EVEN IF THE COMPANY OR A COMPANY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, IN WHICH CASE THE COMPANY’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE TOTAL LIABILITY OF COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SERVICE PROVIDERS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICE EXCEED ONE HUNDRED U.S. DOLLARS.
• 17. Arbitration
• 17.1. Agreement to Arbitrate. This Section 17 is referred to herein as the “Arbitration Agreement.” The parties that any and all controversies, claims, or disputes between you and Company arising out of, relating to, or resulting from this Agreement, shall be subject to binding arbitration pursuant to the terms and conditions of this Arbitration Agreement, and not any court action (other than a small claims court action to the extent the claim qualifies).  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
• 17.2. Class Action Waiver. THE PARTIES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).
• 17.3. Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures (the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would, including without limitation, the limitation of liability provisions in Section 16. You may visit http://www.adr.org for information on the AAA and http://www.adr.org/fileacase for information on how to file a claim against the Company.
• 17.4. Venue. The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or Company may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on each party, but subject to the arbitrator’s discretion to require an in-person hearing if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by either or both parties unless the arbitrator requires otherwise.
• 17.5. Governing Law. The arbitrator will decide the substance of all claims in accordance with the laws of the state of Delaware, without regard to its conflicts of laws rules, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Service users, but is bound by rulings in prior arbitrations involving you to the extent required by applicable law.
• 17.6.                  Costs of Arbitration. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s Rules.  Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees.
• 17.7.                  Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.
• 17.8.                  Severability. If a court decides that any term or provision of this Arbitration Agreement other than Section 17.2 is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court decides that any of the provisions of Section 17.2 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply.
• 18.              Miscellaneous. The Company may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after the Company provides notice of the Changes, whether such notice is provided through the Service user interface, is sent to the e-mail address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first.  Under this Agreement, you consent to receive communications from the Company electronically. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law.  You agree that any action at law or in equity arising out of or relating to this Agreement or the Service that is not subject to arbitration under Section 17 shall be filed only in the state or federal courts in Delaware (or a small claims court of competent jurisdiction) and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Company without restriction.  This is the entire agreement between us relating to the subject matter herein and shall not be modified except in a writing, signed by both parties, or by a change to this Agreement made by the Company as set forth herein.
• 19.              More Information; Complaints. The services hereunder are offered by Perfect Veunue, Inc, info@perfectvenue.com.  If you are a California resident, we are required to inform you that you may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs via mail at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834 or telephone at (916) 445-1254 or (800) 952-5210. Hearing impaired users can reach the Complaint Assistance Unit at TDD (800) 326-2297 or TDD (916) 322-1700.
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• DMCA Policy
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• Perfect Venue, Inc. (“Perfect Venue”) respects the intellectual property rights of third parties and responds to allegations that copyrighted material has been posted, uploaded or shared on or  through the Perfect Venue website or mobile applications (the “Service”) without authorization from the copyright holder in accordance with the safe harbor set forth in the Digital Millennium Copyright Act (“DMCA”). Perfect Venue will also, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may infringe or repeatedly infringe the copyrights of others in accordance with the DMCA.  
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• A.            Notification of Alleged Copyright Infringement
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• If you believe that your work has been copied and made available through the Service in a way that constitutes copyright infringement, you may send a written document to Perfect Venue’s Designated Agent (as set forth below) that contains the following (a “Notice”):
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• 1.             A description of the copyrighted work that you claim has been infringed.  
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• 2.             Identification of the URL or other specific location that contains the material that you claim infringes your copyright described in Item 1 above.  You must provide us with reasonably sufficient information to locate the allegedly infringing material.
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• 3.             An electronic or physical signature of the owner of the copyright or of the person authorized to act on behalf of the owner of the copyright.
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• 4.             A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or applicable law.
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• 5.             A statement by you that the information contained in your Notice is accurate and that you attest under the penalty of perjury that you are the copyright owner or that you are authorized to act on the owner's behalf.
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• 6.             Your name, mailing address, telephone number, and email address.
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• Perfect Venue’s Designated Agent for Notice of claims of copyright infringement can be reached as follows:
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• Copyright Department
• Perfect Venue, Inc.
• E-Mail: info@perfectvenue.com
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• Please note that you may be liable for damages, including court costs and attorneys fees, if you misrepresent that content uploaded by a Service user is infringing your copyright.
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• Upon receiving a proper Notice, Perfect Venue will remove or disable access to the allegedly infringing material and notify the alleged infringer of your claim.  We will also advise the alleged infringer of the DMCA Counter Notice Procedure described below in Section B by which the alleged infringer may respond to your claim and request that we restore this material.
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• B.            Counter Notice Procedure
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• If you believe your own copyrighted material has been removed from the Service in error, you may submit a written Counter Notice to our Designated Agent (as identified above) that includes the following:
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• 1.             Identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled.
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• 2.             A statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, any other judicial district in which Perfect Venue may be found.
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• 3.             A statement that you will accept service of process from the party that filed the Notice or the party's agent.
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• 4.             Your name, address and telephone number.
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• 5.             A statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
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• 6.             Your physical or electronic signature.
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• If you send our Designated Agent a valid, written Counter Notice meeting the requirements described above, we will restore your removed or disabled material within 10 to 14 business days from the date we receive your Counter Notification, unless our Designated Agent first receives notice from the party filing the original Notice informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question.
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• Please note that if you misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees.
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• C.            Repeat Infringer Policy
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• Perfect Venue may withdraw all rights and privileges relating to the Service from any user who is deemed to be a repeat infringer.  This determination will be based on the number of “strikes” against the user.  A “strike” is counted against a user each time there is either: (i) an adjudication by a court, arbitrator or other tribunal of competent jurisdiction that the user has engaged in copyright infringement of any kind in relation to the Service; or (ii) Perfect Venue has actual knowledge, regardless of any such adjudication, that the user has engaged in any such copyright infringement.  
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• Each adjudication or instance of knowledge counts as a separate strike.  If an adjudication or instance of knowledge pertains to multiple instances of copyright infringement, it can count as multiple strikes.  Perfect Venue has adopted a “three strikes and you’re out” policy under which a user who accumulates three strikes is considered a repeat infringer and may be subject to account termination.
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