Organizer Agreement
These Organizer Terms and Conditions (the "Terms and Conditions") govern and make up the entirety of the Perfect Paddles Organizer Agreement between Perfect Paddles and ORGANIZER (collectively, the "Agreement"). Perfect Paddles, subject to the provisions of this paragraph, may amend the Agreement in its sole discretion and at any time. The most recent version of the Terms and Conditions (as may be amended by Perfect Paddles from time to time) will be available: (i) in Perfect Paddles' Organizer Terms. Organizer agrees that this notification method constitute adequate notice to inform Organizer of any amendments to the Agreement and Organizer further agrees to be bound by any such amendments to the Agreement upon such notification.
Definitions
"WEBSITE" refers to the software provided on www.perfectpaddles.com and through the Perfect Paddles app. "PARTICIPANT" refers to any individual user of the Website who purchases an Activity from the Organizer’s Activity page. "ACTIVITY" is the service that is offered by the Organizer to the Participant. The Activity shall be displayed on the Activity page on the Website and amendable by both Perfect Paddles and the Organizer. "AMOUNT PAID" means the amount a Participant pays for each Activity. "ORGANIZER FEE" is the fee that Perfect Paddles charges Organizers for the use of the Website which is calculated as a percentage of the applicable Amount Paid. "REMITTANCE" means the amount Perfect Paddles shall remit to Organizer for each Activity, subject to the payment terms. "CANCELLATION PERIOD" is the period by which a Participant can cancel the Activity and still receive a full refund. The Cancellation Period is set by the Organizer.
1. Offer and Redemption of Activities
Perfect Paddles is authorized to promote and sell Activities on the Organizer’s behalf subject to the terms of this Agreement including its own platform, affiliates, business partner network, marketplace, or referral network. The Activities may be offered to all or part of Perfect Paddles' subscriber base or its affiliate subscriber base or referral network and segmented by various variables including gender, age, location, and consumer preferences. The features may be offered through a variety of distribution channels, including, the Internet, the Website, affiliate websites, business partner network, email, mobile applications, other types of electronic offerings and other platforms or distribution channels owned, controlled, or operated by Perfect Paddles, its affiliates or business partners.
For appointment based Activities, Perfect Paddles may require that Organizer provide Perfect Paddles with a calendar of available appointment times through the Website and allow Perfect Paddles participants to schedule appointments with the Organizer through Perfect Paddles and any third party service Perfect Paddles may use. Once a Participant books an Activity through the Website the Organizer shall be notified and will have 24 hours to accept or reject the booking after which the booking shall be canceled. It is Organizer's responsibility to let Perfect Paddles know of any changes to its pricing, offering and discounts. If Organizer increases its pricing without informing Perfect Paddles, the Organizer must honor the price listed on Perfect Paddles. If the Organizer decreases its pricing without informing Perfect Paddles, the Organizer must offer the same percentage discount that is listed on Perfect Paddles applied to the new pricing.
Lyvly reserves the continuing right to reject, revise, or discontinue any Activity offered by an Organizer, at any time and for any reason in Lyvly's sole discretion, and to terminate the Activity and to remove all references to the Activity from the Website; and redirect or delete any URL used in connection with the Activity.
Organizer shall honor the Activity offered through the Website for the price at which it was listed minus the Organizer Fee. Organizer agrees that in providing the Activity, Organizer will not inflate prices or impose any additional fees, charges, conditions or restrictions that contradict or are inconsistent with the terms stated on the Website. Organizer shall be responsible for supplying all goods and services stated in the Activity.
2. Participant Data
"Participant Data" means all identifiable information about Participants generated or collected by Perfect Paddles or Organizer, including, but not limited to, Participant's name, addresses, email addresses, phone numbers, preferences and tendencies, and financial transaction data.
Organizer shall use Participant Data only to fulfill its redemption obligations in connection with the Activity as authorized by this Agreement. Organizer expressly agrees that any Participant Data shall be used only for this purpose (including, but not limited to, the provision of services to Participants), and not to enhance a file or list owned by Organizer, or any third party. Organizer represents, warrants and covenants that it will not resell, broker or otherwise disclose any Participant Data to any third party, in whole or in part, for any purpose, unless required by applicable law. If Organizer engages any third party to facilitate its redemption obligations hereunder, Organizer shall ensure that such third party implements and complies with reasonable security measures in handling any Participant Data. If any Participant Data is collected directly by Organizer or a third party engaged by Organizer to facilitate its redemption obligations hereunder, Organizer shall ensure that it or such third party adopts, posts and processes the Participant Data in conformity with its posted privacy policy and all applicable laws.
3. Terms and Termination
This Agreement will continue in effect until terminated by either party in accordance with this Section ("Terms and Termination"). Perfect Paddles is authorized to terminate this Agreement, at any time for any reason, upon written notice to Organizer. Organizer is authorized to terminate this Agreement upon seven (7) business days prior written notice to Perfect Paddles. Termination of this Agreement will not in any way affect Organizer obligation to redeem any Activity according to the terms of this Agreement, including the obligation to honor the Activity purchased by Participants. Provisions in this Agreement that are intended to survive termination will continue in full force and effect after the Term.
4. Representation and Warranties
Organizer represents and warrants that: (a) Organizer has the right, power and authority to enter into this Agreement; (b) Organizer, if required by applicable law, is registered for sales and use tax collection purposes in all jurisdictions where Organizer's services will be provided; (c) the Organizer's redemption of the Activity will result in the bona fide provision of services by Organizer to the Participant; and (d) Organizer is not authorized to resell, broker or otherwise disclose any Participant Data (as defined in this Agreement) to any third party, in whole or in part, for any purpose, and Organizer is not authorized to copy or otherwise reproduce any Participant Data other than for the purpose of redeeming Activities in connection with this Agreement.
5. Limitation of Liability
EXCEPT FOR ORGANIZER'S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT IS EITHER PARTY LIABLE OR OBLIGATED TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST BUSINESS, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE.
PERFECT PADDLES' SOLE AND COMPLETE LIABILITY TO ORGANIZER FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY ERRORS, OMISSIONS OR MISPLACEMENTS OF ANY ACTIVITY IS LIMITED TO THE AMOUNT OF FEES RETAINED BY PERFECT PADDLES HEREUNDER FOR THE PRECEDING SIX(6) MONTHS AFTER FINAL CALCULATION AND RECONCILIATION OF ALL REFUNDS. THIS LIMITATION OF LIABILITY APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY. IN ADDITION, ANY CLAIM BY OR ON BEHALF OF A ORGANIZER IN CONNECTION WITH ANY PAYMENT MADE BY PERFECT ADDLES, INCLUDING, BUT NOT LIMITED TO, CLAIMS ALLEGING THAT A ORGANIZER WAS UNDERPAID, MUST BE MADE IN WRITING TO PERFECT PADDLES WITHIN NINETY (90) DAYS FROM THE DATE PERFECT PADDLES REMITS THE PAYMENT AT ISSUE. ALL CLAIMS NOT MADE IN ACCORDANCE WITH THE FOREGOING SHALL BE DEEMED WAIVED, RELEASED AND DISCHARGED BY ORGANIZER.
6. Dispute Resolution
All disputes arising out of, or relating in any way to this Agreement, shall be resolved pursuant to this Section 7 Dispute Resolution.
EXCEPT AS SPECIFICALLY STATED HEREIN, ANY DISPUTE OR CLAIM BETWEEN ORGANIZER AND PERFECTPADDLES ARISING OUT OF, OR RELATING IN ANY WAY TO, THIS AGREEMENT ("DISPUTES") SHALL BE RESOLVED EXCLUSIVELY BY FINAL, BINDING ARBITRATION. BY VIRTUE OF THE AGREEMENT IN THIS SECTION 14 TO ARBITRATE, ORGANIZER AND PERFECT PADDLES ARE EACH GIVING UP THE RIGHT TO GO TO COURT AND HAVE A DISPUTE HEARD BY A JUDGE OR JURY (EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 14). The provisions of this Section 14 shall constitute Organizer's and Lyvly's written agreement to arbitrate Disputes under the Federal Arbitration Act. The arbitration will be administered by the American Arbitration Association ("AAA") and conducted before a single arbitrator pursuant to its applicable rules, including those applicable to Commercial Disputes, available at http://www.adr.org or by calling 800-778-7879. The arbitrator will apply and be bound by this Agreement, apply applicable law and the facts, and issue a reasoned award.
To begin an arbitration proceeding, Organizer or Perfect Paddles must comply with the limitations provision set forth in Section 13 and submit the Dispute by making a demand for arbitration as detailed at http://www.adr.org. If Organizer demands arbitration, it shall simultaneously send a copy of the completed demand to the following address: 11918 Kiowa Ave, Ste 303, Los Angeles, California 90049. If Perfect Paddles demands arbitration, it shall simultaneously send a copy of the completed demand to the Organizer's address of record. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. Perfect Paddles will reimburse those fees for Disputes totaling less than $10,000 if Organizer is the prevailing party in such arbitration. Perfect Paddles will not seek attorneys' fees and costs in arbitration unless the arbitrator determines that a Organizer Dispute is frivolous. The arbitration will be conducted based upon written submissions unless Organizer requests and/or the arbitrator determines that a telephone or in-person hearing is necessary. If the arbitrator grants the request or determines an in-person hearing is necessary, the hearing will proceed in Los Angeles, California, unless the arbitrator determines or we agree that the matter should proceed in the county of Organizer's principal place of business.
Class Action Waiver
WE EACH AGREE THAT WE SHALL BRING ANY DISPUTE AGAINST THE OTHER IN OUR RESPECTIVE INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. IN ADDITION, WE EACH AGREE THAT DISPUTES SHALL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE PROVISIONS.
Choice of Law/No Jury Trial
If for any reason a Dispute proceeds in court: (i) Organizer and Perfect Paddles agree that any such Dispute may only be instituted in a state or federal court in Los Angeles County, California; (ii) Organizer and Perfect Paddles irrevocably consent and submit to the exclusive personal jurisdiction and venue of such courts for resolution of such Disputes; (iii) Organizer and Perfect Paddles agree that the Federal Arbitration Act, the AAA rules, applicable federal law and the laws of the State of California, without regard to principles of conflicts of law, will govern this Agreement and any Disputes; and (iv) ORGANIZER AND PERFECT PADDLES AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY.
Injunctive Relief/Attorneys' Fees
Notwithstanding anything to the contrary in this Agreement, either party may bring suit in court seeking an injunction or other equitable relief arising out of or relating to claims that the other party’s conduct may cause the other irreparable injury.
In the event Perfect Paddles is the prevailing party in any Dispute, subject to any exceptions in this Section 14, Organizer shall pay to Perfect Paddles all reasonable attorneys’ fees and costs incurred by Perfect Paddles in connection with any Dispute.