Terms of Use

Please read these Terms of Service (‘Terms’, ‘Terms of Service’) Lymlight website (the ‘Service’) operated by Lymlight (‘us’, ‘we’, or ‘our’). Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

1. Scope of Lymlight Services

1.1 The Lymlight Platform is an online marketplace that enables registered users (“Members”) and certain third parties who offer services (Members and third parties who offer services are “Hosts” or “Performers” and the services they offer are “Entertainment Services”) to publish such Entertainment Services on the Lymlight Platform (“Events”) and to communicate and transact directly with Members that are seeking to book such Entertainment Services (Members using Entertainment Services are “Guests”).  Services may include the offering of tickets to live events (“Ticket“), merchandise and digital goods (“Merchandise”), access to digital music (“Records”), and a variety of other event and entertainment related services.

1.2 As the provider of the Lymlight Platform, Lymlight does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Events or Entertainment Services. Hosts alone are responsible for their Events and Entertainment Services in coordination with Performers. When Members purchase a Ticket, they are entering into a contract directly with the Host. Lymlight is not and does not become a party to or other participant in any contractual relationship between Members, nor is Lymlight an entertainment broker or insurer. Lymlight is not acting as an agent in any capacity for any Member.

1.3 While we may help facilitate the resolution of disputes, Lymlight has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Events or Entertainment Services, (ii) the truth or accuracy of any Event descriptions, Ratings, Reviews, or other Member Content (as defined below), or (iii) the performance or conduct of any Member or third party. Lymlight does not endorse any Member, Event or Entertainment Services. Any references to a Member being “verified” (or similar language) only indicate that the Member has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by Lymlight about any Member, including of the Member’s identity or background or whether the Member is trustworthy, safe or suitable. You should always exercise due diligence and care when deciding whether to stay at an Event, participate or use other Entertainment Services, or communicate and interact with other Members, whether online or in person. Verified Images (as defined below) are intended only to indicate a photographic representation of an Event at the time the photograph was taken, and are therefore not an endorsement by Lymlight of any Host or Event.

1.4 If you choose to use the Lymlight Platform as a Host or Co-Host (as defined below), your relationship with Lymlight is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Lymlight for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Lymlight.

1.5 To promote the Lymlight Platform and to increase the exposure of Events to potential Guests, Events and other Member Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Members who speak different languages, Events and other Member Content may be translated, in whole or in part, into other languages. Lymlight cannot guarantee the accuracy or quality of such translations and Members are responsible for reviewing and verifying the accuracy of such translations. The Lymlight Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.

1.6 The Lymlight Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Lymlight is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Lymlight of such Third-Party Services.

1.7 Due to the nature of the Internet, Lymlight cannot guarantee the continuous and uninterrupted availability and accessibility of the Lymlight Platform. Lymlight may restrict the availability of the Lymlight Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Lymlight Platform. Lymlight may improve, enhance and modify the Lymlight Platform and introduce new Lymlight Services from time to time.

 

2. Eligibility, Using the Lymlight Platform, Member Verification

2.1 You must be at least 18 years old and able to enter into legally binding contracts to access and use the Lymlight Platform or register a Lymlight Account. By accessing or using the Lymlight Platform you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.

2.2 You will comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that you are not listed on any U.S. Government list of prohibited or restricted parties.

2.3 Lymlight may make the access to and use of the Lymlight Platform, or certain areas or features of the Lymlight Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or booking and cancellation history.

2.4 User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Members to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Members, (ii) screen Members against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a Member, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available).

2.5 The access to or use of certain areas and features of the Lymlight Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Lymlight Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise.

3. Modification of these Terms

Lymlight reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Lymlight Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Lymlight Platform will constitute acceptance of the revised Terms.

4. Account Registration

4.1 You must register an account (“Lymlight Account“) to access and use certain features of the Lymlight Platform, such as publishing or purchasing a Ticket of an Event. If you are registering a Lymlight Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.

4.2 You can register a Lymlight Account using an email address and creating a password, or through your account with certain third-party social networking services, such as Facebook or Google (“SNS Account“). You have the ability to disable the connection between your Lymlight Account and your SNS Account at any time, by accessing the “Settings” section of the Lymlight Platform.

4.3 You must provide accurate, current and complete information during the registration process and keep your Lymlight Account and public Lymlight Account profile page information up-to-date at all times.

4.4 You may not register more than one (1) Lymlight Account unless Lymlight authorizes you to do so. You may not assign or otherwise transfer your Lymlight Account to another party.

4.5 You are responsible for maintaining the confidentiality and security of your Lymlight Account credentials and may not disclose your credentials to any third party. You must immediately notify Lymlight if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Lymlight Account. You are liable for any and all activities conducted through your Lymlight Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).

4.6 Lymlight may enable features that allow you to authorize other Members or certain third parties to take certain actions that affect your Lymlight Account. For example, we may allow Hosts to add other Members as Co-Hosts (as defined below) to help manage their Events. These features do not require that you share your credentials with any other person. No third party is authorized by Lymlight to ask for your credentials, and you shall not request the credentials of another Member.

 

5. Content

5.1 Lymlight may, at its sole discretion, enable Members to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Lymlight Platform (“Member Content“); and (ii) access and view Member Content and any content that Lymlight itself makes available on or through the Lymlight Platform, including proprietary Lymlight content and any content licensed or authorized for use by or through Lymlight from a third party (“Lymlight Content” and together with Member Content, “Collective Content“).

5.2 The Lymlight Platform, Lymlight Content, and Member Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the Lymlight Platform and Lymlight Content, including all associated intellectual property rights, are the exclusive property of Lymlight and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Lymlight Platform, Lymlight Content or Member Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Lymlight used on or in connection with the Lymlight Platform and Lymlight Content are trademarks or registered trademarks of Lymlight. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Lymlight Platform, Lymlight Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.

5.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Lymlight Platform or Collective Content, except to the extent you are the legal owner of certain Member Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Lymlight or its licensors, except for the licenses and rights expressly granted in these Terms.

5.4 Subject to your compliance with these Terms, Lymlight grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the Lymlight Platform and accessible to you, solely for your personal and non-commercial use.

5.5 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Member Content on or through the Lymlight Platform, you grant to Lymlight a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such Member Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Member Content to provide and/or promote the Lymlight Platform, in any media or platform. Unless you provide specific consent, Lymlight does not claim any ownership rights in any Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Member Content.

5.6 Lymlight may offer Hosts the option of having professional photographers take photographs of their Entertainment Services, which are made available by the photographer to Hosts to include in their Listings with or without a watermark or tag bearing the words “Lymlight.com Verified Photo” or similar wording (“Verified Images“). You are responsible for ensuring that your Entertainment Service is accurately represented in the Verified Images and you will stop using the Verified Images on or through the Lymlight Platform if they no longer accurately represent your Listing, if you stop hosting the Entertainment Service featured, or if your Lymlight Account is terminated or suspended for any reason. You acknowledge and agree that Lymlight shall have the right to use any Verified Images in advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you. Where Lymlight is not the exclusive owner of Verified Images, by using such Verified Images on or through the Lymlight Platform, you grant to Lymlight an exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to use such Verified Images for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you. Lymlight in turn grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to use Verified Images outside of the Lymlight Platform solely for your personal and non-commercial use.

5.7 You are solely responsible for all Member Content that you make available on or through the Lymlight Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available on or through the Lymlight Platform or you have all rights, licenses, consents and releases that are necessary to grant to Lymlight the rights in and to such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Lymlight’s use of the Member Content (or any portion thereof) will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

5.8 You will not post, upload, publish, submit or transmit any Member Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person; (v) promotes illegal or harmful activities or substances; or (vi) violates Lymlight’s Content Policy or any other Lymlight policy. Lymlight may, without prior notice, remove or disable access to any Member Content that Lymlight finds to be in violation of these Terms or Lymlight’s then-current policies or Standards, or otherwise may be harmful or objectionable to Lymlight, its Members, third parties, or property.

5.9 Lymlight respects copyright law and expects its Members to do the same. If you believe that any content on the Lymlight Platform infringes copyrights you own, please notify us in accordance with our Copyright Policy.

6. Service Fees

6.1 Lymlight may charge fees to Hosts (“Host Fees“) and/or Guests (“Guest Fees“) (collectively, “Service Fees“) in consideration for the use of the Lymlight Platform.

6.2 Any applicable Service Fees (including any applicable Taxes) will be displayed to a Host or Guest prior to publishing or booking a Listing. Lymlight reserves the right to change the Service Fees at any time, and we will provide Members adequate notice of any fee changes before they become effective.

6.3 You are responsible for paying any Service Fees that you owe to Lymlight. The applicable Service Fees are due and payable and collected by Lymlight. Except as otherwise provided on the Lymlight Platform, Service Fees are non-refundable.

7. Terms specific for Hosts

7.1 Terms applicable to all Listings

7.1.1 When creating a Listing through the Lymlight Platform you must (i) provide complete and accurate information about your Entertainment Service (such as listing description, location, and calendar availability), (ii) disclose any deficiencies, restrictions (such as house rules) and requirements that apply (such as any minimum age, proficiency or fitness requirements accessing the Venue) and (iii) provide any other pertinent information requested by Lymlight. You are responsible for keeping your Listing information (including calendar availability) up-to-date at all times.

7.1.2 You are solely responsible for setting a price (including any Taxes if applicable) for your Listing (“Listing Fee”). Once a Guest requests a booking of your Listing, you may not request that the Guest pays a higher price than in the booking request.

7.1.3 Any terms and conditions included in your Listing, in particular in relation to cancellations, must not conflict with these Terms or the cancellation policy you have selected for your Listing.

7.1.4 Pictures, animations or videos (collectively, “Images“) used in your Listings must accurately reflect the quality and condition of your Entertainment Services. Lymlight reserves the right to require that Listings have a minimum number of Images of a certain format, size and resolution.

7.1.5 The placement and ranking of Listings in search results on the Lymlight Platform may vary and depend on a variety of factors, such as Guest search parameters and preferences, Host requirements, price and calendar availability, number and quality of Images, customer service and cancellation history, Reviews and Ratings, type of Entertainment Service, and/or ease of booking.

7.1.6 When you accept or have pre-approved a booking request by a Guest, you are entering into a legally binding agreement with the Guest and are required to provide your Entertainment Service(s) to the Guest as described in your Listing when the booking request is made. You also agree to pay the applicable Host Fee and any applicable Taxes, which will be collected pursuant to the Payments Terms.

7.1.7 Lymlight recommends that Hosts obtain appropriate insurance for their Events and Entertainment Services. 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 Guests (and the individuals the Guest has booked for, if applicable) while attending your Event or other Entertainment Service.

7.2 Listing Venues

7.2.1 You may only list one Venue per Listing.

7.2.2 If you choose to require a security deposit for your Venue, you must specify this in your Listing (“Security Deposit“). Hosts are not allowed to ask for a Security Deposit after a booking has been confirmed or outside of the Lymlight Platform. Lymlight will use commercially reasonable efforts to address Hosts’ requests and claims related to Security Deposits, but Lymlight is not responsible for administering or accepting any claims by Hosts related to Security Deposits.

7.2.3 You represent and warrant that any Listing you post and the booking of, or a Guest’s stay at, an Venue will (i) not breach any agreements you have entered into with any third parties, such as homeowners association, condominium, or other agreements, and (ii) comply with all applicable laws (such as zoning laws), Tax requirements, and other rules and regulations (including having all required permits, licenses and registrations). As a Host, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who reside at or are otherwise present at the Venue at your request or invitation, excluding the Guest (and the individuals the Guest invites to the Venue, if applicable).

7.3 Listing Events and other Entertainment Services

7.3.1 To list an Event or other Entertainment Service, you must create a Listing and submit Event or Entertainment Service to Lymlight. To be considered for publishing on the Lymlight Platform, Events or other Entertainment Services must at all times meet the safety and quality standards such as to provide a reasonably comfortable experience and meet Guest demand. Lymlight reserves the right to decide, in its sole discretion, if a submitted Event or other Entertainment Service will be published on the Lymlight Platform.

7.3.2 When listing an Event or other Entertainment Service you must, where applicable, fully educate and inform Guests about (i) any risks inherent to the Event or other Entertainment Service, (ii) any requirements for participation, such as the minimum age, related skills, level of fitness or other requirements, and (iii) anything else they may need to know to safely participate in the Event or other Entertainment Service (including dress codes, equipment, special certifications or licenses, etc.).

7.3.4 You represent and warrant that you (i) understand and comply with all laws, rules and regulations that may apply to your Event or other Entertainment Service(s), and (ii) will obtain any required licenses, permits, or registrations prior to providing your Event or other Entertainment Service(s).

7.3.5 You must provide an Event or other Entertainment Service in person and may not allow any third party to provide the Event or other Entertainment Service on your behalf, unless authorized by Lymlight.

8. Terms specific for Guests

8.1 Terms applicable to all tickets

8.1.1 Subject to meeting any requirements (such as completing any verification processes) set by Lymlight and/or the Host or Performer, you can purchase a ticket available on the Lymlight Platform by following the respective reservation process. All applicable fees, including the Listing Fee and any applicable Taxes collectively form the “Total Fees”. You agree to pay the Total Fees for any booking requested in connection with your Lymlight Account.

8.1.2 Upon receipt of a ticket confirmation from Lymlight, a legally binding agreement is formed between you and your Host, subject to any additional terms and conditions of the Host that apply, including in particular the applicable cancellation policy and any rules and restrictions specified in the Event listing. Lymlight will collect the Total Fees at the time of the booking request or upon the Host’s confirmation pursuant to the Payments Terms.

8.1.3 If you purchase tickets or a Entertainment Service on behalf of additional guests, you are required to ensure that every additional guest meets any requirements set by the Host, and is made aware of and agrees to these Terms and any terms and conditions, rules and restrictions set by the Host. If you are purchasing a ticket for an additional guest who is a minor, you represent and warrant that you are legally authorized to act on behalf of the minor. Minors may only participate in an Event or other Entertainment Service if accompanied by an adult who is responsible for them.

8.2 Booking Accommodations

8.2.1 You understand that a confirmed reservation ticket (“Event reservation”) is a limited license granted to you by the Host to enter the Venue and participate in the Event for the duration of the Event and only the duration of the Event.

8.2.2 You agree to leave the Venue at the end of listed Event duration that the Host specifies or such other time as mutually agreed upon between you and the Host. If you stay past the agreed upon Event duration time without the Host’s consent, the Host is entitled to make you leave in a manner consistent with applicable law.

8.3 Booking Experiences, Events and other Entertainment Services

8.3.1 You should carefully review the description of any Event or other Entertainment Service you intend to attend to ensure you (and any additional guests you are purchasing tickets for) meet any minimum age, proficiency, fitness or other requirements which the Host has specified in their Listing. At your sole discretion you may want to inform the Host of any medical or physical conditions, or other circumstances that may impact your and any additional attendees’ ability to participate in any Event or other Entertainment Service. In addition, certain laws, like the minimum legal drinking age in the location of the, Event or other Entertainment Service, may also apply. You are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to your participation in an Event or other Entertainment Service.

8.3.2 Before and during an Event or other Entertainment Service you must at all times adhere to the Hosts’ instructions.

8.3.3 You may not bring any additional individuals to an Event or other Entertainment Service unless such an individual has a purchased ticket to the same Event through the Lymlight Platform.

9. Booking Modifications, Cancellations and Refunds

9.1 Hosts and  Performers, are responsible for any modifications to an Event that they make via the Lymlight Platform and agree to pay any additional Event creation fees, Host Fees, and/or Taxes associated with such modifications.

9.2 Guests can cancel a confirmed ticket at any time to which Lymlight will refund the amount of the purchase subject to withholding any non-refundable purchasing fees.  Lymlight will review any extenuating circumstances on a case by case basis.

9.3 If a Host cancels a confirmed Event, the Guest will receive a full refund of the Total Fees for such tickets within a commercially reasonable time of the cancellation. In some instances, Lymlight may allow the Guest to apply the refund to a new ticket purchase.  In addition, impose a cancellation fee, unless the Host has a valid reason for cancelling the Event pursuant or has legitimate concerns about the Guest’s behavior.

9.4 For Events and other Entertainment Services, if inclement weather creates an unsafe or uncomfortable scenario for Guests, Hosts may modify or cancel a Entertainment Service.

9.5 In certain circumstances, Lymlight may decide, in its sole discretion, that it is necessary to cancel a confirmed Event and make appropriate refund and payout decisions. This may be for reasons (i) where Lymlight believes in good faith, while taking the legitimate interests of all parties into account, this is necessary to avoid significant harm to Lymlight, other Members, third parties or property, or (ii) for any of the reasons set out in these Terms.

10. Ratings and Reviews

10.1 Within a certain time frame after and Event, Guests, Performers, and Hosts can leave a public review (“Review”) and submit a star rating (“Rating”) for Venues and Performers. Ratings or Reviews reflect the opinions of individual Members and do not reflect the opinion of Lymlight. Ratings and Reviews are not verified by Lymlight for accuracy and may be incorrect or misleading.

10.2 Ratings and Reviews must be accurate and may not contain any offensive or defamatory language.

10.3 Members are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another Member.

10.4 Ratings and Reviews are part of a Member’s public profile and may also be surfaced elsewhere on the Lymlight Platform together with other relevant information.

11. Damage to Venues, Disputes between Members

11.1 As a Guest, you are responsible for leaving the Venue (including any personal or other property located at the Venue) in the condition it was in when you arrived. You are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you purchase tickets to the Event.

11.2 If a Host claims and provides evidence that you as a Guest have damaged a Venue or any personal or other property at a Venue (“Damage Claim“), the Host can seek payment from you through Lymlight.  If a Host escalates a Damage Claim to Lymlight, you will be given an opportunity to respond. If you agree to pay the Host, or Lymlight determines in its sole discretion that you are responsible for the Damage Claim, Lymlight may collect any such sums from you and to cover the Damage Claim. Lymlight also reserves the right to otherwise collect payment from you and pursue any remedies available to Lymlight in this regard in situations in which you are responsible for a Damage Claim, including, but not limited to, in relation to any payment requests made by Hosts.  Hosts are responsible for filing insurance claims directly with insurers according to a Venues insurance policy guidelines.

11.3 Members agree to cooperate with and assist Lymlight in good faith, and to provide Lymlight with such information and take such actions as may be reasonably requested by Lymlight, in connection with any Damage Claims or other complaints or claims made by Members relating to Venues or any personal or other property located at a Venue.

12. Taxes

12.1 As a Host you are solely responsible for determining your obligations to report, collect, remit or include in your Listing Fees any applicable VAT or other indirect sales taxes, occupancy tax, tourist or other visitor taxes or income taxes (“Taxes“).

12.2 Tax regulations may require us to collect appropriate Tax information from Hosts, or to withhold Taxes from payouts to Hosts, or both. If a Host fails to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to freeze all payouts, withhold such amounts as required by law, or to do both, until resolution.

12.3 You understand that any appropriate governmental agency, department and/or authority (“Tax Authority“) where your Venue is located may require Taxes to be collected from Performers, Guests or Hosts on Ticket Fees, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary by locality.

12.4 Lymlight reserves the right, with prior notice to Hosts, to cease the Collection and Remittance in any jurisdiction for any reason at which point Hosts and Performers are once again solely responsible and liable for the collection and/or remittance of any and all taxes that may apply to Venues or Events in that jurisdiction.

13. Prohibited Activities

13.1 You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Lymlight Platform. In connection with your use of the Lymlight Platform, you will not and will not assist or enable others to:

  • breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, Policies or Standards;
  • use the Lymlight Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Lymlight endorsement, partnership or otherwise misleads others as to your affiliation with Lymlight;
  • copy, store or otherwise access or use any information, including personally identifiable information about any other Member, contained on the Lymlight Platform in any way that is inconsistent with Lymlight’s Privacy Policy or these Terms or that otherwise violates the privacy rights of Members or third parties;
  • use the Lymlight Platform in connection with the distribution of unsolicited commercial messages (“spam”);
  • offer, as a Host, any Venue that you do not yourself own or have permission to make available as a occupiable space or other property through the Lymlight Platform;
  • unless Lymlight explicitly permits otherwise, create an Event if you will not actually be using the Entertainment Services yourself;
  • contact another Member for any purpose other than asking a question related to you own Event, Venue, or the Member’s use of the Lymlight Platform, including, but not limited to, recruiting or otherwise soliciting any Member to join third-party services, applications or websites, without our prior written approval;
  • use the Lymlight Platform to request, make or accept an event independent of the Lymlight Platform, to circumvent any Service Fees or for any other reason;
  • request, accept or make any payment for Event Fees outside of the Lymlight Platform. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Lymlight harmless from any liability for such payment;
  • discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;
  • use, display, mirror or frame the Lymlight Platform or Collective Content, or any individual element within the Lymlight Platform, Lymlight’s name, any Lymlight trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Lymlight Platform, without Lymlight’s express written consent;
  • dilute, tarnish or otherwise harm the Lymlight brand in any way, including through unauthorized use of Collective Content, registering and/or using Lymlight or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Lymlight domains, trademarks, taglines, promotional campaigns or Collective Content;
  • use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Lymlight Platform for any purpose;
  • avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Lymlight or any of Lymlight’s providers or any other third party to protect the Lymlight Platform;
  • attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Lymlight Platform;
  • take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Lymlight Platform;
  • export, re-export, import, or transfer the Application except as authorized by United States law, the export control laws of your jurisdiction, and any other applicable laws; or
  • violate or infringe anyone else’s rights or otherwise cause harm to anyone.

13.2 You acknowledge that Lymlight has no obligation to monitor the access to or use of the Lymlight Platform by any Member or to review, disable access to, or edit any Member Content, but has the right to do so to (i) operate, secure and improve the Lymlight Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Member Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Members agree to cooperate with and assist Lymlight in good faith, and to provide Lymlight with such information and take such actions as may be reasonably requested by Lymlight with respect to any investigation undertaken by Lymlight or a representative of Lymlight regarding the use or abuse of the Lymlight Platform.

13.3 If you feel that any Member you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Lymlight by contacting us with your police station and report number (if available). You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).

14. Term and Termination, Suspension and other Measures

14.1 This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Lymlight terminate the Agreement in accordance with this provision.

14.2 You may terminate this Agreement at any time by sending us an email at hello@lymlight.com. If you cancel your Lymlight Account as a Host, Performer, or General User, any confirmed Event(s) or ticket(s) will be automatically cancelled.

14.3 Lymlight may immediately, without notice, terminate this Agreement and/or stop providing access to the Lymlight Platform if (i) you have materially breached your obligations under these Terms, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Lymlight believes in good faith that such action is reasonably necessary to protect the personal safety or property of Lymlight, its Members, or third parties (for example in the case of fraudulent behavior of a Member).

14.4 In addition, Lymlight may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Lymlight Account registration, Venue listing process or thereafter, (iv) you and/or your Event or Entertainment Services at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor Ratings or Reviews or Lymlight otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed Events or failed to respond to Event requests without a valid reason, or (vii) Lymlight believes in good faith that such action is reasonably necessary to protect the personal safety or property of Lymlight, its Members, or third parties, or to prevent fraud or other illegal activity:

  • refuse to surface, delete or delay any Venue, Ratings, Reviews, or other Member Content;
  • cancel any pending or confirmed Events;
  • limit your access to or use of the Lymlight Platform;
  • temporarily or permanently revoke any special status associated with your Lymlight Account;
  • temporarily or in case of severe or repeated offenses permanently suspend your Lymlight Account and stop providing access to the Lymlight Platform.

In case of non-material breaches and where appropriate, you will be given notice of any intended measure by Lymlight and an opportunity to resolve the issue to Lymlight’s reasonable satisfaction.

14.5 If we take any of the measures described above (i) we may refund your Event ticket holders in full for any and all confirmed Events that have been cancelled, irrespective of preexisting cancellation policies, and (ii) you will not be entitled to any compensation for pending or confirmed bookings that were cancelled.

14.6 When this Agreement has been terminated, you are not entitled to a restoration of your Lymlight Account or any of your Member Content. If your access to or use of the Lymlight Platform has been limited or your Lymlight Account has been suspended or this Agreement has been terminated by us, you may not register a new Lymlight Account or access and use the Lymlight Platform through an Lymlight Account of another Member.

14.7 If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.

 

 

15. Disclaimers and Liability

If you choose to use the Lymlight Platform or Collective Content, you do so voluntarily and at your sole risk. The Lymlight Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied.

If we choose to conduct identity verification or background checks on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.

You agree that Events, other Entertainment Services may carry inherent risk, and by participating in such services, you choose to assume those risks voluntarily. For example, some Entertainment Services may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those Entertainment Services. You assume full responsibility for the choices you make before, during and after your participation in a Entertainment Service. If you are bringing a minor as an additional guest, you are solely responsible for the supervision of that minor throughout the duration of your Entertainment Service and to the maximum extent permitted by law, you agree to release and hold harmless Lymlight from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to that minor during the Entertainment Service or in any way related to your Entertainment Service.

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, shall be limited to the maximum extent permitted by law.

 

16. Indemnification

You agree to release, defend (at Lymlight’s option), indemnify, and hold Lymlight and its affiliates and subsidiaries, including but not limited to Lymlight officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies or Standards, (ii) your improper use of the Lymlight Platform or any Lymlight Services, (iii) your interaction with any Member, Event or other Entertainment Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, (iv) Lymlight’s Collection and Remittance of Occupancy Taxes, or (v) your breach of any laws, regulations or third party rights.

17. Dispute Resolution and Arbitration Agreement

17.1 This Dispute Resolution and Arbitration Agreement shall apply if your (i) Country of Residence is in the United States; or (ii) your Country of Residence is not in the United States, but bring any claim against Lymlight in the United States (to the extent not in conflict with Section 19).

17.2 Overview of Dispute Resolution Process. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the United States. Lymlight is committed to an informal negotiation directly with Lymlight’s customer service team to the extent possible as a primary means of resolving disputes.  Parties retain the right to seek relief in small claims court for certain claims, at their option.

18. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Lymlight Platform (“Feedback“). You may submit Feedback by emailing us, through hello@lymlight.com.  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, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

19. Applicable Law and Jurisdiction

19.1 These Terms will be interpreted in accordance with the laws of the State of Colorado and the United States of America, without regard to conflict-of-law provisions unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Denver, Colorado.

20. General Provisions

20.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Lymlight and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Lymlight and you in relation to the access to and use of the Lymlight Platform.

20.2 No joint venture, partnership, employment, or agency relationship exists between you and Lymlight as a result of this Agreement or your use of the Lymlight Platform.

20.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

20.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

20.5 Lymlight’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

20.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Lymlight’s prior written consent. Lymlight may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.

20.7 Unless specified otherwise, any notices or other communications to Members permitted or required under this Agreement, will be provided electronically and given by Lymlight via email, Lymlight Platform notification, or messaging service (including SMS).

20.8 If you have any questions about these Terms please email us at hello@lymlight.com.

 

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