Terms of Service
Last Updated: April 3rd, 2019
Please read these Terms of Service (or Terms, as further described in Section 1.4) carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using BoothCentral’s Services, you agree to comply with and be bound by these Terms, as applicable to you.
1. Accepting These Terms
1.1 What’s What.
BoothCentral’s website (“Site”) and platform services are collectively referred to as “BoothCentral Properties” or our “Services”. The material, including without limitation information, data, text, editorial content, design elements, look and feel, formatting, graphics, images, photographs, videos, music, sounds and other content contained in or delivered via the Services or otherwise made available by BoothCentral in connection with the Services is the “Site Content” (or “Content”). Any material (including the foregoing categories) that you contribute, provide, post or make available using the Services is “Your Content.”
1.2 Who’s Who.
When these Terms use the term “Promoter,” we mean event creators using the Services to create events displayed on the Services for vendors using our Services (a) to consume information about, (b) to register and participate in Events (“Vendors”), or (c) for any other reason. Promoters, Vendors, and third parties using our Services are all referred to in these Terms collectively as “Users,” “you” or “your.”
When these Terms use the term “BoothCentral,” “we,” “us,” or “our,” that refers to BoothCentral, LLC. and its affiliates, and subsidiaries, and each of its and their respective officers, directors, agents, partners and employees.
1.3 What Else.
1.4 What the “Terms of Service” Means. These Terms of Service and the other documents referenced in them (including in Section 1.3 above) comprise BoothCentral’s “Terms.” These Terms are a legally binding agreement between you and BoothCentral governing your access to and use of the Services and setting out your rights and responsibilities when you use the Services. By using any of our Services (including browsing a Site), you are agreeing to these Terms. If you do not agree to these Terms, please do not use or access the Services. If you will be using the Services on behalf of an entity (such as on behalf of your employer), you agree to these Terms on behalf of that entity and its affiliates and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that entity as well as yourself.
2. BoothCentral’s Services and Role
2.1 What We Do. BoothCentral’s Services provide the ability for Promoters to list and promote their events, manage online vendor applications, accept payments, and assign booth spaces. Descriptions of other and more specific services can generally be found on the Site.
2.2 How We Fit In. BoothCentral is not the creator, promoter or owner of the events listed on the Services. Rather, BoothCentral provides its Services, which allow Promoters to manage vendor registrations and promote their events. The Promoter is solely responsible for ensuring that any page displaying an event on the Services (and the event itself) meet all applicable local, state, provincial, national and other laws, rules and regulations, and that the goods and services described on the event page are delivered as described and in an accurate satisfactory manner. The Promoter of a paid event selects the payment processing method for its event as more fully described in the Merchant Agreement. Vendors must use whatever payment processing method the Promoter selects. If the Promoter selects a payment processing method that uses a third party to process the payment, then neither BoothCentral nor any of its payment processing partners processes the transaction but we transmit the Vendor’s payment details to the Promoter’s designated payment provider. If a Promoter uses BoothCentral Payment Processing (as defined in the Merchant Agreement), BoothCentral also acts as the Promoter’s limited agent solely for the purpose of using our third-party payment service providers to collect payments made by Vendors on the Services and passing such payments to the Promoter.
3. Privacy and Consumer Information
3.2 If you are a Promoter, you represent, warrant and agree that (a) you will at all times comply with all applicable local, state, provincial, national and other laws, rules and regulations with respect to information you collect from (or receive about) vendors, and (b) you will at all times comply with any applicable policies posted on the Services with respect to information you collect from (or receive about) vendors.
4. Term; Termination
4.1 These Terms apply to you as soon as you access the Services by any means and continue in effect until they are terminated. There may come a time where either you or BoothCentral decides it’s best to part ways as described in Sections 4.2 or 4.3 below. When that happens, these Terms will generally no longer apply. However, as described in Section 4.4, certain provisions will always remain applicable to both you and BoothCentral.
4.2 BoothCentral may terminate your right to use the Services at any time (a) if you violate or breach these Terms; (b) if you misuse or abuse the Services, or use the Services in a way not intended or permitted by BoothCentral; or (c) if allowing you to access and use the Services would violate any applicable local, state, provincial, national and other laws, rules and regulations or would expose BoothCentral to legal liability. BoothCentral may choose to stop offering the Services, or any particular portion of the Service, or modify or replace any aspect of the Service, at any time. We will use reasonable efforts to provide you with notice of our termination of your access to the Services, where, in BoothCentral’s sole discretion, failure to do so would materially prejudice you. You agree that BoothCentral will not be liable to you or any third-party as a result of its termination of your right to use or otherwise access the Services.
4.3 Except to the extent you have agreed otherwise in a separate written agreement between you and BoothCentral, you may terminate your access to the Services and the general applicability of Terms by deleting your account. If you are a Vendor using the Services without a registered account, your only option for these Terms to no longer apply is to stop accessing the Services indefinitely. So long as you continue to access the Services, even without an account, these Terms remain in effect. If there is a separate agreement between you and BoothCentral governing your use of the Services and that agreement terminates or expires, these Terms (as unmodified by such agreement) will govern your use of the Services after such termination or expiration.
4.4 All provisions of these Terms that by their nature should survive termination of these Terms will survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, agreements to arbitrate, choices of law and judicial forum and intellectual property protections and licenses).
5. Release and Indemnification
This is where you agree to cover BoothCentral if you use the Service in a way that causes BoothCentral to be the subject of a legal matter, or to face other claims or expenses, or as otherwise set forth herein, to the extent permitted by applicable laws.
5.1 Release. You hereby agree to release BoothCentral from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including other Users) in connection with the Services or any event listed on the Services. In addition, you waive any applicable law or statute, which says, in substance: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RELEASED PARTY.”
5.2 Indemnification. You agree to defend, indemnify and hold BoothCentral and each of its and their respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys’ and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise) or investigation made by any third party (each a “Claim”) relating to or arising out of: (a) your breach of these Terms (including any terms or agreements or policies incorporated into these Terms); (b) your use of the Services in violation of these Terms or other policies we post or make available; (c) your breach of any applicable local, state, provincial, national or other law, rule or regulation or the rights of any third party; (d) BoothCentral’s collection and remission of taxes; and (e) if you are a Promoter, your events (including where BoothCentral has provided Services with respect to those events), provided that in the case of (e) this indemnification will not apply to the extent that the Claim arises out of BoothCentral’s gross negligence or willful misconduct. BoothCentral will provide notice to you of any such Claim, provided that the failure or delay by BoothCentral in providing such notice will not limit your obligations hereunder except to the extent you are materially prejudiced by such failure. Also, in certain circumstances, BoothCentral may choose to handle the Claim ourselves, in which case you agree to cooperate with BoothCentral in any way we request.
6. Disclaimer of Warranties and Assumption of Risks by You
We strive to provide Services in the way you need them, but there are some things it is important for you to understand that we cannot promise.
To the extent permitted by applicable laws, the Services are provided on an “as is” and “as available” basis. BoothCentral expressly disclaims all warranties of any kind, express or implied, including, but not limited to, implied warranties of merchantability, title, non-infringement and fitness for a particular purpose. For example, BoothCentral makes no warranty that (a) the Services (or any portion of the Services) will meet your requirements or expectations; (b) the Services will be uninterrupted, timely, secure, or error-free; or (c) the results that may be obtained from the use of the Services will be accurate or reliable.
You acknowledge that BoothCentral has no control over and does not guarantee the quality, safety, accuracy or legality of any event or Content associated with an event, the truth or accuracy of any information provided by Users (including the Vendor’s personal information shared with Promoters in connection with events) or the ability of any User to perform or actually complete a transaction. BoothCentral has no responsibility to you for, and hereby disclaims all liability arising from, the acts or omissions of any third parties that BoothCentral requires to provide the Services, that a Promoter chooses to assist with an event, or that you choose to contract with when using the Services.
You understand and agree that some events may carry inherent risk, and by participating in those events, you choose to assume those risks voluntarily. For example, some events may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those events.
The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, will be limited to the maximum extent permitted by law.
7. Limitation of Liability
7.1 To the extent permitted by applicable laws, or as otherwise set forth herein, BoothCentral and any person or entity associated with BoothCentral’s provision of the Services (e.g., an affiliate, vendor, strategic partner or employee) (“Associated Parties”), will not be liable to you or any third party, for: (a) any indirect, incidental, special, consequential, punitive or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, opportunity costs, intangible losses, or the cost of substitute services (even if BoothCentral has been advised of the possibility of such damages); or (b) Your Content. In addition, other than the obligation of BoothCentral to pay out Event Registration Fees in certain circumstances to certain promoters under the Merchant Agreement, and only in accordance with the terms therein, the maximum aggregate liability of BoothCentral or Associated Parties is limited to the following:
(i) for Promoters of events with paid registrations, and subject to the terms of the Merchant Agreement, the fees (net of BoothCentral Payment Processing Fees) that you paid us in the three (3) month period immediately preceding the circumstances giving rise to your claim
7.2 Nothing in these Terms is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by willful acts, negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only those liability and other limitations which are lawful in your jurisdiction (if any) will apply to you and our liability is limited to the maximum extent permitted by law.
8. IMPORTANT: BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. ANY DISPUTE OR CLAIM UNDER THESE TERMS OR WITH RESPECT TO THE SERVICES WILL BE SETTLED BY BINDING ARBITRATION OR IN SMALL CLAIMS COURT (TO THE EXTENT THE CLAIM QUALIFIES) AND WILL TAKE PLACE ON AN INDIVIDUAL BASIS ONLY; YOU AGREE THAT CLASS, CONSOLIDATED OR REPRESENTATIVE ARBITRATIONS AND CIVIL ACTIONS ARE NOT PERMITTED AND ANY RIGHTS TO BRING SUCH ACTIONS ARE WAIVED BY EACH PARTY.
The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
(a) Contact Us First.
If you have a question or concern about the Services, please contact us first. Our customer support team will try to answer your question or resolve your concern.
(b) Agreement to Arbitrate.
In the unlikely event that our customer support team is unable to resolve your concerns, the parties (you and we) each hereby agree to resolve any and all disputes or claims under these Terms, with respect to the Services, or related to our relationship through binding arbitration or in small claims court (to the extent the claim qualifies) instead of in courts of general jurisdiction, and only on an individual basis. In no event may either we or you seek to resolve a dispute with the other as part of any purported class, consolidated or representative proceeding. Binding arbitration is subject to very limited review. Only the arbitrator appointed pursuant to this Section, and not any federal, state or local court will have the authority to resolve any dispute or claim relating to this Section including, without limitation, regarding the scope, enforceability and arbitrability of these Terms. This arbitration provision will survive termination of these Terms. These Terms evidence a transaction in interstate commerce and the interpretation and enforcement of this Section 8 is governed by the Federal Arbitration Act, notwithstanding the choice of law set forth in Section 8(h) below.
(c) Scope of Agreement.
This agreement to arbitrate is intended to be broadly interpreted as to legal disputes between you and us. It includes, but is not limited to: (i) all claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; (ii) all claims that arose before this or any prior agreement (including, but not limited to, claims relating to advertising); and (iii) all claims that may arise after termination of these Terms and/or your use of the Services.
(e) No Class Actions.
YOU AND BOOTHCENTRAL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT PRESIDE OVER ANY FORM OF CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING AND MAY ONLY PROVIDE RELIEF IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM.
(f) Notice of Dispute.
A party who intends to seek arbitration must first send to the other a written Notice of Dispute (“Notice”). The Notice to BoothCentral must be addressed to the following address (“Notice Address”) and must be sent by certified mail: BoothCentral, Inc., Attn: Legal Department, 1433 N. Water Street, Suite 400, Milwaukee, WI, USA. Notice to you will be addressed to a mailing, home or payment address currently on record with BoothCentral and must be sent by certified mail. If BoothCentral has no records of such physical address, such notice may be delivered to your BoothCentral account email address. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. If BoothCentral and you do not reach an agreement to resolve the claim within sixty (60) calendar days after the Notice is received, you or BoothCentral may commence an arbitration proceeding.
(g) Arbitration Proceedings.
The arbitration will be governed by the Commercial Arbitration Rules, or, if the actions giving rise to the dispute or claim relate to your personal or household use of the Services (rather than business use), the Consumer Arbitration Rules (in each case, the “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Section 8, and will be administered by the AAA and settled by a single arbitrator. (The AAA Rules are also available by calling the AAA at 1-800-778-7879.) All issues in dispute between the parties are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Section 8.
(h) Location of Arbitration Proceedings. If you are a User, any arbitration hearings will take place (at your option) either in the county of your residence or by phone, except that is you are a User whose residence is outside of the United States, the hearing will take place either in Milwaukee, Wisconsin or by phone or videoconference, at your option and as permitted by the AAA Rules. If you are a Vendor or Promoter (i.e., your use of the Services were for commercial use), then unless BoothCentral and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location in the United States for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, AAA will determine the location. If your claim is for ten thousand dollars ($10,000) or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds ten thousand dollars ($10,000), the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. All decisions by the arbitrator will be final and binding and judgment on the award rendered may be entered in any court having jurisdiction.
(i) Costs of Arbitration; Legal Fees.
i. Payment of Costs and Expenses. Payment of all filing, administration, and arbitrator costs and expenses imposed by AAA will be governed by the AAA rules, provided that if you are initiating an arbitration against BoothCentral and the value of the relief sought is ten thousand dollars ($10,000) or less, then BoothCentral will advance all filing, administrative and arbitration costs and expenses imposed by AAA (subject to reimbursement as set forth below). Further, if the circumstances in the preceding sentence apply and your claim arises from your use of the Services as a Vendor, but the value of relief sought is more than ten thousand dollars ($10,000) and you demonstrate to the arbitrator that such costs and expenses would be more expensive than a court proceeding, then BoothCentral will pay the amount of any such costs and expenses. In the event that the arbitrator determines that all of the claims you assert in arbitration are frivolous according to Federal Rule of Civil Procedure 11, you agree to reimburse BoothCentral for all such cost and expenses that BoothCentral paid and that you would have been obligated to pay under the AAA rules.
ii. Payment of Legal Fees. Just as in any court proceeding, each party will initially bear its own attorneys’ fees and expenses in connection with any arbitration. Should either party be determined to have substantially prevailed in the arbitration, then upon such party’s request, the arbitrator will award such prevailing party the reasonable attorneys’ fees and expenses that it incurred in connection with the arbitration, provided that to the extent that the dispute or claim relate to your personal or household use of the Services (rather than business use) BoothCentral will not seek to recover its attorneys’ fees and expenses in an arbitration initiated by you. The arbitrator may make rulings and resolve disputes as to the reimbursement of attorneys’ fees and expenses upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.
(j) Future Changes. Notwithstanding any provision in these Terms to the contrary, you and BoothCentral agree that if BoothCentral makes any future change to this arbitration provision (other than a change to the Notice Address) BoothCentral will provide you with notice of such change and you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this provision as unmodified by such rejected change.
(k) Special Severability.
In the event that any provisions of this Section 8 are found to be invalid or unenforceable for any dispute or claim, then, the entirety of this Section 8 will be null and void with respect to such dispute or claim and Section 20 will apply in lieu of this Section 8.
(l) Opt Out.
You have the right to opt out and not be bound by the arbitration or class action waiver provisions set forth above by sending (from the email address we associate with you as a User) written notice of your decision to opt-out to firstname.lastname@example.org, with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of your first use of the Services or your agreement to these Terms (whichever is later); otherwise, you will be bound to arbitrate disputes in accordance with the terms of those paragraphs. Note that if you opt out of these arbitration provisions, BoothCentral also will not be bound by them.
9. License to the BoothCentral Services
9.2 Restrictions on Your License. Without limitations on other restrictions, limitations and prohibitions that we impose (in these Terms or elsewhere), you agree you will not directly or indirectly (a) copy, modify, reproduce, translate, localize, port or otherwise create derivatives of any part of the Services; (b) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services; (c) rent, lease, resell, distribute, use the Services for other commercial purposes not contemplated or otherwise exploit the Services in any unauthorized manner; (d) remove or alter any proprietary notices on the Services; or (e) engage in any activity that interferes with or disrupts the Services.
9.3 Our Intellectual Property and Copyrights. You agree that all Site Content may be protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. BoothCentral may own the Site Content or portions of the Site Content may be made available to BoothCentral through arrangements with third parties. Site Content included in or made available through the Services is the exclusive property of BoothCentral and is protected by copyright laws. You agree to use the Site Content only for purposes that are permitted by these Terms and any applicable local, state, provincial, national or other law, rule or regulation. Any rights not expressly granted herein are reserved.
9.4 Trademarks. The trademarks, service marks and logos of BoothCentral (the “BoothCentral Trademarks”) used and displayed in connection with the Services are registered and unregistered trademarks or service marks of BoothCentral. Other company, product and service names used in connection with the Services may be trademarks or service marks owned by third parties (the “Third Party Trademarks,” and, collectively with BoothCentral Trademarks, the “Trademarks”). The offering of the Services will not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without the prior written consent of BoothCentral specific for each such use. The Trademarks may not be used to disparage BoothCentral, any third party or BoothCentral’s or such third party’s products or services, or in any manner that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless BoothCentral approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any BoothCentral Trademark will inure to BoothCentral’s benefit. A number of issued patents and patents pending apply to the Services. Site Content may also be protected by copyrights owned by BoothCentral and/or third parties. Please note that if you copy portions of the Services you are violating these patent rights and copyrights.
9.5 Use of Sub-domains. BoothCentral may provide you with the right to use a sub-domain within the Site (e.g., [sub-domain prefix].BoothCentral.com) for a given event. All such sub-domains are the sole property of BoothCentral and we reserve the right to determine the appearance, design, functionality and all other aspects of such sub-domains. In the event BoothCentral provides you with a sub-domain, your right to use such sub-domain will continue only for so long as your event is actively selling on the Services and you are in compliance with the Terms, including without limitation, these Terms of Service. If BoothCentral terminates your right to use a sub-domain for any other reason, it will provide you with a new sub-domain.
10. Licenses and Permits Promoters Must Obtain
If you are a Promoter, without limiting the generality of any representations or warranties provided elsewhere in these Terms of Service, you represent and warrant to us that:
(a) You and your affiliates will obtain, prior to the start of accepting vendor registrations, all applicable licenses, permits, and authorizations (individually and collectively, “Licensure”) with respect to events hosted by you or your affiliates on the Services. Licensure includes but is not limited to property operation permits and fire marshal permits;
(b) You and your affiliates will comply, and will ensure that the venues for each event hosted by you or your affiliates on the Services will comply, with all applicable laws, regulations, rules and ordinances;
(c) You will only request that BoothCentral offer vendor registrations to an event after you have obtained any specific Licensures for such event, including, but not limited to, any state, county, municipal or other local authority’s authorization of the event, traffic engineering authorizations, fire department inspection reports, authorization to receive minors (if applicable), sanitary authorization (if applicable), and any other potential applicable authorization; and (d) you and your affiliates will maintain in force throughout the term of access to the Service the applicable Licensure for promoter to promote, produce, sponsor host and sell tickets for all events hosted by you or your affiliates on the Services
(d) Without limiting the generality of any release provided under these Terms of Service, as a material inducement to BoothCentral permitting you to access and use the Services, you hereby agree to release BoothCentral, and its affiliates and subsidiaries, and each of its and their respective parent companies, subsidiaries, officers, affiliates, representatives, shareholders, contractors, directors, agents, partners and employees from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, including, without limitation, attorneys’ fees, known and unknown, arising out of or in any way connected with your or your affiliates’ Licensure, any failure to obtain or maintain any Licensure, or any error in obtaining or maintaining any Licensure.
(e) Without limiting your indemnification obligations elsewhere under these Terms of Service, you agree to defend, indemnify and hold BoothCentral, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys’ and accounting fees) resulting from any Claim due to or arising out of your or your affiliates’ Licensure, any failure to obtain or maintain any Licensure, or any error in obtaining or maintaining any Licensure. You agree to provide evidence of Licensure and related information prior to offering tickets or registrations for events on the Site and promptly upon the reasonable request of BoothCentral from time to time.
11. Your Rights to Submit a Copyright Takedown Notice
If you are a copyright owner or an agent of a copyright owner and you believe that any content on the Sites infringes your copyrights, you may submit a notice pursuant to the Digital Millennium Copyright Act (“DMCA”) by following the directions we provided in BoothCentral’s Trademark and Copyright Policy.
12. Scraping or Commercial Use of Site Content is Prohibited
The Site Content is not intended for your commercial use. You have no right to use, and agree not to use, any Site Content for your own commercial purposes. You have no right to, and agree not to scrape, crawl, or employ any automated means to extract data from the Site(s).
13. Fees and Refunds.
13.1 Fees That We Charge. Creating an account, listing an event and accessing the Services are free. However, we charge fees when you accept vendor payments for registrations. These fees may vary based on individual agreements between BoothCentral and certain Promoters. Promoters ultimately determine whether these fees will be passed along to Vendors and shown as “Fees” on the applicable event page or absorbed into the vendor registration price and paid by the Promoter out of ticket and registration gross proceeds. The fees charged to Vendors may include certain other charges, including without limitation, facility fees, royalties, taxes, processing fees and fulfillment fees. Therefore, the fees paid by Vendors to participate in an event are not necessarily the same as those charged by BoothCentral to the applicable Promoter or the standard fees described on the Services to Promoters. In addition, certain fees are meant, on average, to defray certain costs incurred by BoothCentral, but may in some cases include an element of profit and in some cases include an element of loss. BoothCentral does not control (and thus cannot disclose) fees levied by your bank and/or credit card company, including fees for registrations in foreign currencies or from foreign persons. Be sure to check with your bank or credit card company prior to engaging in a transaction to understand all applicable fees, credit card surcharges and currency conversion rates.
13.2 Refunds. Because all transactions are between a Promoter and its respective vendors, BoothCentral asks that all Vendors contact the applicable Promoter of their event with any refund requests.
14. Your Account with BoothCentral
We may require you to create an account to access certain features or functions of the Services. You agree to follow certain rules when you create an account with BoothCentral or user the Services, including the following:
• You must be at least 18 years of age, or the legal age of majority where you reside, to use the Services. If you are 13 or older, you may only use the Services under the supervisions of a parent or legal guardian who manages your use and/or account. However, if you are under 13, please do not provide us with any information about yourself.
• You agree to provide true, accurate, current and complete information about yourself, or if you are using the Services on behalf of an entity, the entity (the “Registration Data”). You also agree to update this Registration Data if it changes.
• If there is a dispute between two or more persons or entities as to account ownership, BoothCentral will be the sole arbiter of that dispute and BoothCentral’s decision (which may include termination or suspension of the account) will be final and binding on those parties.
• If you are using the Services on behalf of a company or other entity, you represent and warrant that you have the authority to legally bind that entity and grant BoothCentral all permissions and licenses provided in these Terms.
• We may provide you the ability to implement certain permission within your account to third parties including, “sub-users,” “sub-accounts,” or other credentialed account users. If we do so, you agree that you are solely responsible for all activity that occurs under your account (including actions by sub-users), so you must maintain the confidentiality of your password and account details. You likewise agree that all rules applicable to your account will apply to all third parties to whom you grant access to your account.
• You agree to immediately notify BoothCentral of any unauthorized use of your password or account or any other breach of security. You are responsible for (and we will hold you responsible for) any activities that occur under your account.
15. Your Content.
15.1 License. BoothCentral does not make any claim to Your Content. However, you are solely responsible for Your Content. You hereby grant BoothCentral a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right and license to access, use, reproduce, transmit, adapt, modify, perform, display, distribute, translate, publish and create derivative works based on Your Content, in whole or in part, in any media, for the purpose of operating the Services (including BoothCentral’s promotional and marketing services, which may include without limitation, promotion of your event on a third party website), and you hereby waive any and all moral right to use the name you submit with Your Content. Notwithstanding the foregoing, BoothCentral does not claim, and you do not transfer, any ownership rights in any of Your Content and nothing in these Terms of Service will restrict any rights that you may have to use and exploit Your Content outside of the Services.
15.2 Your Representations About Your Content. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content (a) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party; (b) complies with all applicable local, state, provincial, national and other laws, rules and regulations; and (c) does not violate these Terms.
15.3 Additional Rules About Your Content. Your Content must be accurate and truthful. BoothCentral reserves the right to remove Your Content from the Services if BoothCentral believes in its sole discretion that it violates these Terms or for any other reason. BoothCentral may use your name and logo (whether or not you have made it available through the Services) for the purpose of identifying you as an existing or past customer of BoothCentral both on the Services and in marketing, advertising and promotional materials. We likewise may preserve Your Content and account information and may also disclose Your Content and account information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) respond to claims that any of Your Content violates the rights of third parties; (c) enforce or administer the Terms of Service, including without limitation, these Terms of Service; and/or (d) protect the rights, property and/or personal safety of BoothCentral, its users and/or the public, including fraud prevention. You understand that the technical processing and transmission of the Services, including Your Content, may involve transmissions over various networks and/or changes to conform and adapt to technical requirements of connecting networks or devices.
16. Rules for Use of Email Tools
16.1 BoothCentral may make available to you features and tools that allow you to contact your Vendors, other users of the Services, or third parties via email (the “Email Tools”). If you use Email Tools, you represent and agree that:
(a) you have the right and authority to send emails to the addresses on your recipient list and such addresses were gathered in accordance with email marketing regulations in the recipient’s country of residence;
(c) you will use the Email Tools in compliance with all applicable local, state, provincial, national and other laws, rules and regulations, including those relating to spam and email, and including without limitation, the U.S. CAN-SPAM Act, the Canadian CASL, and the EU GDPR and e-privacy directive;
(d) you will only use the Email Tools to advertise, promote and/or manage a bona fide event listed on the Services;
(e) your use of the Email Tools and the content of your emails complies these Terms;
(f) you will not use false or misleading headers or deceptive subject lines in emails sent using the Email Tools;
(g) you will respond immediately and in accordance with instructions to any Vendor sent to you by BoothCentral requesting you modify such Vendor’s email preferences;
(h) you will provide an accessible and unconditional unsubscribe link for inclusion in every email where one is required, and you will not send any emails to any recipient who has unsubscribed from your mailing list.
16.2 If you violate any of these Email Tools rules or if your use of the Email Tools results in bounce rates, complaint rates or unsubscribe requests in excess of industry standards or if your emails cause disruption to the Services, BoothCentral may (without limitation of any other legal or contractual remedies it has) limit or suspend your access to the Email Tools.
Notices to you may be sent via email or regular mail to the address in BoothCentral’s records. The Services may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to you generally on the Services. If you wish to contact BoothCentral or deliver any notice, you can do so at BoothCentral, Inc., Attn: Legal Department, 1433 N. Water Street, Suite 400, Milwaukee, WI, USA or via email to email@example.com.
17. Modifications to the Terms or Services
BoothCentral reserves the right to modify these Terms from time to time (collectively, “Modifications”). If we believe the Modifications are material, we will inform you about them by doing one (or more) of the following (a) posting the changes through the Services; (b) updating the “Updated” date at the top of this page; or (c) sending you an email or message about the Modifications. Modifications that are material will be effective thirty (30) days following the “Updated” date or such other date as communicated in any other notice to you. Modifications that are simply addressing new functions we add to the Services or which do not impose any additional burdens or obligations on you will be effective immediately. You are responsible for reviewing and becoming familiar with any Modifications. Your continued use of the Services following Modifications constitutes your acceptance of those Modifications and the updated Terms. In certain circumstances, BoothCentral may seek a Modification to these Terms that will only apply to you. This type of Modification must be accomplished by way of a written or electronic document signed by you and an authorized officer of BoothCentral. BoothCentral is constantly evolving our products and services to better meet the needs of our Users. Because of this, we cannot guarantee the availability of certain product features or functionality. BoothCentral reserves the right modify, replace or discontinue any part of the Services or the entire Service.
We may, without your consent or approval, freely assign these Terms and our rights and obligations under these Terms whether to an affiliate or to another entity in connection with a corporate transaction or otherwise.
19. Entire Agreement
Except as otherwise set forth herein, these Terms constitute the entire agreement between you and BoothCentral and govern your use of the Services, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and BoothCentral on the subject matter hereof, other than any written agreement for Services between you and an authorized officer of BoothCentral relating to a specified event or events.
20. Applicable Law and Jurisdiction
These Terms are governed by the laws of the State of Wisconsin, without regard to its conflict of laws rules. These laws will apply no matter where in the world you live. But if you live outside of the United States, you may be entitled to the protection of the mandatory consumer protection provisions of your local consumer protection law. BoothCentral is based in Milwaukee, Wisconsin, and any legal action against BoothCentral related to our Services and that is not precluded by the arbitration provisions in these Terms must be filed and take place in Milwaukee. Thus, for any actions not subject to arbitration, you and BoothCentral agree to submit to the personal jurisdiction of the federal or state courts (as applicable) located in Milwaukee County, Wisconsin.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services (“Feedback”). Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
22. Third Party Websites; Linked Accounts; Third Party Offers
The Services may provide, or Users may provide, links to other Internet websites or resources. Because BoothCentral has no control over such websites and resources, you acknowledge and agree that BoothCentral is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, offers, products, services or other materials on or available from such websites or resources, or any damages or losses related thereto, even if such websites or resources are connected with BoothCentral partners or third party service providers.
23. Additional Miscellaneous Provisions
Our failure to enforce any part of these Terms will not constitute a waiver of our right to later enforce that or any other part of these Terms. No oral waiver, amendment or modification of these Terms will be effective. If any provision of these Terms is found to be unenforceable, that part will be limited to the minimum extent necessary the other provisions of these Terms remain in full force and effect. Section titles in these Terms are for convenience and have no legal or contractual effect. No independent contractor, agency, partnership, joint venture or other such relationship is created by these Terms. We may freely assign any of our rights and obligations under these Terms. We may translate these Terms into other languages for your convenience. If there is a conflict between the English version and a translated version, the English version will control.