1. ACCEPTANCE OF TERMS.
BY USING OR ACCESSING ANY PART OF THE SERVICES, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES THAT MAY BE PUBLISHED FROM TIME TO TIME ON THE SITE BY Robby. IF YOU DO NOT AGREE TO ANY OF SUCH TERMS, CONDITIONS, RULES, POLICIES OR PROCEDURES, DO NOT USE OR ACCESS THE SERVICES.
If you will be using the Services on behalf of an entity, you agree to this TOS on behalf of that entity and you represent that you have the authority to do so. In such case, "you" and "your" will refer to that entity.
THIS TOS INCLUDES (A) AN ARBITRATION PROVISION; (B) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST Robby; AND (C) A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST Robby THAT MAY ARISE OUT OF YOUR USE OF THE SERVICES. BY USING ANY OF THE SERVICES, YOU AGREE TO THESE PROVISIONS.
Except to the extent set forth in Section 21.3(i), Robby reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this TOS at any time (collectively, "Modifications"). Modifications to this TOS will be posted to the Robby website with a change to the "Last Updated" date at the top of this TOS. In certain circumstances Robby may, but need not, provide you with additional notice of such Modifications, such as via email or with in-Service notifications. Modifications will be effective 30 days following the "Last Updated" date or such other date as communicated in any other notice to you. It is your responsibility to check this TOS periodically for Modifications. Your continued use of the Services following the effectiveness of any Modifications to this TOS constitutes acceptance of those Modifications. If any Modification to this TOS is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Services.
2. DESCRIPTION OF Robby.
Robby provides a simple and quick means for registered users who are event organizers, planners and charitable organizations ("Organizers") to collect payments with respect to the sale and transfer (if permitted) of tickets/registrations, merchandise and services for, and the solicitation of donations with respect to, events or fundraising campaigns associated with events registered on the Services, from users who want to attend such events (including free events) or contribute to such fundraising campaigns ("Buyers" or "you"). Organizers may visit the Services, fill out a questionnaire about their event and/or related fundraising campaign, including pricing, location, inventory, etc., and collect event fees and solicit contributions to fundraising campaigns online directly from Buyers. Payments are all transacted through PayPal, Google Checkout, Authorize.net or other third party payment service methods (collectively, "Facilitated Payment Modes" or "FPM") or the Robby payment processing gateway (the "Gateway"). This TOS applies to you and your use of the Services as a Buyer and/or other non-Organizer user or visitor of the Services ("non-Organizer" or "you"). For the Terms of Service Agreement that applies to you and your use of the Services as an Organizer. For the Terms of Service Agreement that applies to you and your use of the Services as an API developer, please see /terms/.
3. YOUR USE OF THE SERVICES.
3.1 The Services.
Robby hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services solely for the purposes of browsing the Services, and searching for, viewing, registering for, and interacting with, an event and related fundraising campaign, if applicable, that is registered on the Services, in each case (a) in compliance with this TOS, and (b) to the extent permitted under all applicable laws and regulations (foreign and domestic). Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: (a) copy, modify, reproduce, translate, localize, port or otherwise create derivatives of any part of the Services or Site Content (as defined below); (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 (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (c) rent, lease, resell, distribute, use the Services for timesharing, service bureau, or commercial purposes or otherwise exploit the Services in any unauthorized manner; (d) remove or alter any proprietary notices or labels on or in the Services or Site Content; (e) engage in any activity that interferes with or disrupts the Services; or (vi) engage in any fraudulent activity or activity that facilitates fraud. Any rights not expressly granted herein are reserved.
If you are allowed to download or use any Software in connection with the Services, Robby hereby grants you a personal, non-transferable, non-sublicensable, revocable, non-exclusive license to use the Software solely for your internal use in connection with the Services, and only in accordance with this TOS and the written instructions/directions (if any) provided by Robby in conjunction with the Software. For purposes of this TOS, "Software" shall mean any and all software that is available on or through the Site or otherwise provided by Robby, including without limitation Robby's mobile applications (such as Robby Assistant®). For clarity, the Software will be deemed a part of the "Services" hereunder.
(b) Export Laws.
The Software and the transmission of applicable data is subject to Europe export controls. No Software may be downloaded or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. You shall also be responsible for using the Software in a manner that complies with all federal, state and local laws and the rules and regulations of all credit card companies.
(c) Commercial Computer Software.
The Software and related documentation are "commercial computer software" and "commercial computer software documentation," respectively, as such terms are used in Spain Acquisition Regulations. Any use, duplication or disclosure of the Software or such documentation by or on behalf of the U.S. Government is subject to restrictions as set forth in this TOS.
4.1 Independent Relationship of FPMs.
It is the responsibility of Organizer to communicate its refund policy to Buyers and issue refunds to Buyers in accordance with such policy. If Buyer desires to request a refund, Buyer must request the refund from Organizer. All disputes regarding refunds are between Organizer and Buyer and Robby will not be responsible or liable in any way for refunds, errors in issuing refunds, or lack of refunds in connection with the Services. All communications and disputes regarding chargebacks and refunds are between Organizer and Buyer and Robby will not be liable in any way for chargebacks in connection with Buyer's use of the Services. If you are a Buyer and you wish to request a refund in connection with an event listed on the Services, you should contact the applicable Organizer directly. However, if you are unable to get a response from a particular Organizer or have a complaint about an Organizer or other user of the Services, please do not hesitate to contact us.
4.3 Service Fees.
All descriptions of standard fees on the Services represent the standard fees that Robby charges to Organizers. Organizers ultimately choose how much of the fees charged by Robby will be passed along to Buyers and may include certain other charges in the fees, including without limitation, facility fees, royalties, taxes, processing fees, and fulfillment fees. Service fees may also vary based on individual agreements with certain Organizers. Therefore, the fees paid by Buyers for an event are not necessarily the same as those charged by Robby to the applicable Organizer or the standard fees described on the Services. In addition, certain fees such as the credit card processing fee are fees meant, on average, to defray certain costs incurred by Robby, but may in some cases include an element of profit and in some cases include an element of loss.
4.4 Robby as Payment Agent.
You acknowledge and agree that, notwithstanding the fact that Robby is not a party to the agreement between you and Organizer, Robby acts as Organizer's payment agent for the limited purpose of accepting payments from you on behalf of Organizer. Upon Buyer's payment of amounts to Robby which are due to Organizer, Buyer's payment obligation to Organizer for such amounts is extinguished, and Robby is responsible for remitting such amounts, less Robby's service fees, to Organizer. In the event that Robby does not remit any such amounts to Organizer, such Organizer will have recourse only against Robby.
5. YOUR REGISTRATION OBLIGATIONS.
6. ACCOUNT, PASSWORD AND SECURITY.
As part of the Site registration process, you will create a password and account. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your account, including, without limitation, all actions by sub-users registered under your account. You agree to (a) immediately notify Robby of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Robby cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Section or from any unauthorized access to or use of your account. In the event of any dispute between two or more parties as to account ownership, you agree that Robby shall be the sole arbiter of such dispute in its sole discretion and that Robby's decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.
7.1 Site Content.
You agree that all material, including without limitation information, data, software, text, editorial content, design elements, look and feel, formatting, graphics, images, photographs, videos, music, sounds and other content (collectively, "Content"), contained in or delivered via the Services or otherwise made available by Robby in connection with the Services (collectively, "Site Content") is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. Robby may own the Site Content or portions of the Site Content may be made available to Robby through arrangements with third parties. Except as expressly authorized by Robby in writing or in connection with your use of the intended functionality of the Services, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Site Content, or post any Site Content on any other website or in a networked computer environment for any purpose. Reproducing, copying or distributing any Site Content for any other purpose is strictly prohibited without the express prior written permission of Robby. You shall use the Site Content only for purposes that are permitted by this TOS and any applicable laws and regulations (foreign and domestic). Any rights not expressly granted herein are reserved.
7.2 Your Content.
7.3 Feedback and Revisions.
You hereby acknowledge that any and all (a) suggestions for correction, change and modification to the Services and other feedback (including but not limited to quotations of written or oral feedback), information and reports provided to Robby by you (collectively "Feedback"), and all (b) improvements, updates, modifications or enhancements, whether made, created or developed by Robby or otherwise relating to Services (collectively, "Revisions"), are and will remain the property of Robby. You acknowledge and expressly agree that any contribution of Feedback or Revisions does not and will not give or grant you any right, title or interest in the Services or in any such Feedback or Revisions. All Feedback and Revisions become the sole and exclusive property of Robby and Robby may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Robby any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback and Revisions. At Robby's request, you will execute any document, registration or filing required to give effect to the foregoing assignment.
7.4 Third Party Content.
(a) Third Party Content.
The Services may contain Content belonging to or originating from third parties ("Third Party Content"). Such Third Party Content is not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and you agree that we are not responsible for any Third Party Content posted on or available through the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in Third Party Content. Inclusion of, linking to or permitting the use of any Third Party Content does not imply approval or endorsement thereof by Robby.
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any Content made available in connection with the Services infringes your copyright, you (or your agent) may send us a notice requesting that the Content be removed, or access to it blocked. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details).
8.1 Certain Restrictions.
Whether you are using the Services as a Buyer or other non-Organizer, you understand that you are liable for all Content, in whatever form, that you provide or otherwise make available to or through the Services, including to Organizers, Buyers and other non-Organizers. You agree not to use the Services to:
- upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
- harm minors in any way;
- facilitate gambling, gaming, lotteries, raffles, contests, sweepstakes and/or any other activity featuring the award of a prize other than raffles, contests or sweepstakes conducted in a manner that complies in all respects with Robby's guidelines;
- impersonate any person or entity, including, but not limited to, an Robby representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
- upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights of any person or entity;
- upload, post, email, transmit or otherwise make available any Content related to the sale or provision of goods and services other than the sale or provision of tickets and registrations to events listed on the Services and other goods and services being sold or provided in conjunction with such events;
- upload, post, email, transmit or otherwise make available any Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to otherwise interact with the Services in a manner not permitted by this TOS or expressly authorized by Robby (including through the API terms and conditions contained at /terms/);
- interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
- intentionally or unintentionally violate any applicable law or regulation (foreign or domestic), including without limitation (a) regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange (e.g., the New York Stock Exchange, the American Stock Exchange or the NASDAQ) and (b) laws and regulations (foreign or domestic) regarding the sale of tickets (including without limitation with respect to licensure requirements, maximums or limits on ticket prices, etc.);
- resell tickets or registrations;
- collect credit card number, expiration date or CSC code or any other credit card information;
- collect social security number, financial account number, drivers' license number, information covered by the Health Insurance Portability and Accountability Act of 1996, or other sensitive information required to be encrypted under applicable laws or for which disclosure is required in case of a data breach without first obtaining Robby's prior written consent; or
- stalk or otherwise harass any person or entity.
Whether you are using the Services as a Buyer or other non-Organizer, you acknowledge that Robby does not pre-screen Your Content or Third Party Content in connection with the Services, but that Robby and its designees shall have the right (but not the obligation) to monitor, alter, edit, or remove any of your Content, in whole or in part. You acknowledge and agree that Robby 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) enforce this TOS; (c) respond to claims that any of Your Content violates the rights of third parties; and/or (d) protect the rights, property, or personal safety of Robby, its users and/or the public. 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.
The following terms and conditions describe the terms and conditions of Robby's referral programs. Robby reserves the absolute right to determine whether you or any other user of the Services qualifies for any of the following referral programs.
9.1 Organizer Referral Program.
Robby will pay a referral fee to persons or entities ("Organizer Referrers") that refer revenue-generating Organizers to Robby, subject to the following terms and conditions: (a) Prior to an Organizer's initial use of the Services, the Organizer Referrer must have contacted the Organizer and have been instrumental in getting the Organizer initially to register for and sell tickets/registrations for an event using the Services (as determined by Robby in its sole discretion). The referral must be properly registered with Robby when the Organizer initially sets up its account and the Organizer Referrer must fully comply with all instructions with respect thereto. (b) Robby will pay the Organizer Referrer twenty-five percent (25%) of the service fees (e.g., the 2.5% plus $.99 fee, which may vary based on Robby's agreement with the applicable Organizer and does not include additional amounts such as taxes, royalties, credit card processing and other service fees and will be net of all refunds, credit card chargebacks and all other deducted amounts) actually paid to Robby and retained by Robby for the Organizer's account during the twelve (12) month period following the date of such Organizer's first event registration via the Services. The referral fee will be paid at the beginning of each month to the Organizer Referrer if the amount due and unpaid is five dollars ($5.00) or more. Any unpaid balances will be added to any balances due in subsequent months. (c) Robby reserves the right to change, modify or terminate this Organizer referral program and/or its terms at any time in its sole discretion. Robby reserves the right to determine what, if any, amounts are properly due Organizer Referrers hereunder in its sole discretion.
9.2 Buyer Referral Software.
Robby makes available Software via the Services that makes it possible for Organizers to offer third parties ("Buyer Referrers") a bonus in exchange for referring Buyers to their event(s) ("Referral Software"). Robby will make a good faith effort to provide information and instructions as necessary to use the Referral Software correctly. If you use the Referral Software in any capacity, you will comply with all such instructions. These instructions can be found at /add-events/. For clarity, the Referral Software shall be deemed part of the "Software" and "Services" hereunder. Your use of the Referral Software is also subject to the following terms and conditions: (a) Robby is neither a party to any agreements (actual or implied) entered into by Organizers and Buyer Referrers, nor is it an agent, employee, partner or other representative of Organizers or Buyer Referrers. Robby has no responsibility for any failure or alleged failure of performance of any Organizer or Buyer Referrer to each other or to any third party. (b) Robby does not screen or investigate in any way the users of the Services to determine their ability or willingness to perform the obligations that may be undertaken pursuant to this Buyer referral program. Organizers and Buyer Referrers need to resolve all questions and issues between themselves. Robby makes no representations or warranties and gives no assurances that any Organizer or any Buyer Referrer will perform under the Buyer referrer program, including without limitation Organizers paying any money owed to Buyer Referrers. (c) Robby will not settle, mediate or otherwise assume responsibility for resolving disputes between Organizers and Buyer Referrers. (d) Robby assumes no liability arising from the use or misuse of the Referral Software, or in the event that the Referral Software fails to operate as expected, even if such failure results in the loss of data or in the misrepresentation of data necessary for the Organizers and Buyer Referrers to fulfill commitments entered into using the Referral Software.
10. SPECIAL ADMONITIONS FOR INTERNATIONAL USE.
10.1 Local Laws.
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. By way of illustration and not limitation, you agree to comply with all applicable laws and regulations (foreign and domestic) regarding the transmission of technical data exported from the Spain, Europe, United States or the country in which you reside.
10.2 US Export Laws.
The Services are subject to Europe export controls. No part of the Services may be exported or re-exported into, or to a national or resident of, any country to which the U.S. has embargoed goods and/or services of the same type as the Services. By using the Services or any part thereof (including by downloading any Software), you represent and warrant that you are not located in, and you are not a national or resident of, any such country. Further, no part of the Services (including any Software) may be exported or re-exported to any person or entity appearing on the Office of Foreign Assets Control's Specially Designated Nationals and Blocked Persons List or the Bureau of Industry and Security's Denied Persons List. By using the Services or any part thereof (including by downloading any Software), you represent and warrant that you are not a person or entity or under the control of or affiliated with a person or entity that appears on any such list.
You agree to defend, indemnify and hold Robby, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, co-branders, licensors, 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") due to or arising out of: your or any of your affiliates', or any of your or your affiliates' officers, directors, agents or employees, use of, contribution to or connection with the Services (including Your Content) and/or violation of this TOS. Robby shall provide notice to you of any such Claim, provided that the failure or delay by Robby in providing such notice shall not limit your obligations hereunder. Robby reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section, and in such case, you agree to cooperate with all reasonable requests in assisting Robby's defense of such matter. You will not settle any Claim or matter without the written consent of Robby.
12. SERVICE MODIFICATIONS/SUSPENSIONS.
We provide a broad suite of features and Services that are intended to benefit a huge variety of Organizers and Buyers. For that reason, we do not guarantee any particular feature set and must reserve the right at any time to, and from time to time may, modify, suspend or discontinue, temporarily or permanently, any part of the Services for any reason with or without notice.
Robby may terminate your password, accounts (or any part thereof) and/or your right to use the Services, and remove and discard any and all of Your Content within the Services, at any time for lack of use or if Robby believes in its sole discretion that you have violated or acted inconsistently with the letter or spirit of this TOS. You agree that any termination of your right to use the Services may be effected without prior notice, and acknowledge and agree that Robby may immediately deactivate or delete your account and all related Content and files related to your account and/or bar any further access to such files or the Services. Further, you agree that Robby shall not be liable to you or any third-party for any termination of your right to use or otherwise access the Services. All provisions of this TOS that by their nature should survive termination of your right to use the Services shall 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).
The Services may provide, or third parties may provide, links to other Internet websites or resources. Because Robby has no control over such websites and resources, you acknowledge and agree that Robby 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, products, services or other materials on or available from such websites or resources. You further acknowledge and agree that Robby shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with any use of or reliance on any such Content, advertising, products, services or other materials available on or through any such website or resource.
15. DISCLAIMER OF WARRANTIES.
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Robby HEREBY 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. Robby MAKES NO WARRANTY THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY, SAFETY OR LEGALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU, OR EVENTS ATTENDED, THROUGH THE SERVICES, OR THE SERVICES THEMSELVES (OR ANY PART THEREOF), WILL MEET YOUR EXPECTATIONS, OR (E) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. Robby IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, ACTIONS OR INACTIONS OF ANY USER, BUYER OR OTHER NON-ORGANIZER, ORGANIZER OR THIRD PARTY BEFORE, DURING AND/OR AFTER AN EVENT; AND Robby WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (A) THROUGH (E) ABOVE. YOU ACKNOWLEDGE THAT Robby HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS ADVERTISED, THE TRUTH OR ACCURACY OF ANY USERS' (INCLUDING BUYERS', OTHER NON-ORGANIZERS' AND ORGANIZERS') CONTENT OR LISTINGS, OR THE ABILITY OF ANY USER (INCLUDING BUYERS, OTHER NON-ORGANIZERS AND ORGANIZERS) TO PERFORM, OR ACTUALLY COMPLETE A TRANSACTION. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT, AND ONLY TO THE EXTENT, PROHIBITED BY LAWS APPLICABLE TO YOU (TAKING INTO ACCOUNT THE CHOICE OF LAW PROVISION OF THIS TOS).
16. LIMITATION OF LIABILITY.
Robby SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THIS TOS, FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Robby HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (B) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (C) ANY OF YOUR CONTENT, ANY THIRD PARTY CONTENT OR ANY CONTENT OF ANY OTHER USER OF THE SERVICES, OR (D) ANY MATTERS BEYOND Robby'S REASONABLE CONTROL. IN ADDITION, THE MAXIMUM AGGREGATE LIABILITY OF Robby FOR ALL DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO, ARISING OUT OF OR RELATED TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THIS TOS, SHALL BE LIMITED TO THE SERVICE FEES (NET OF CREDIT CARD PROCESSING FEES) THAT YOU PAID US IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEEDING THE CIRCUMSTANCES GIVING RISE TO YOUR CLAIM. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT, AND ONLY TO THE EXTENT, PROHIBITED BY LAWS APPLICABLE TO YOU (TAKING INTO ACCOUNT THE CHOICE OF LAW PROVISION OF THIS TOS).
IN CONSIDERATION OF BEING PERMITTED TO ACCESS AND USE THE SERVICES, YOU HEREBY AGREE TO RELEASE Robby, AND ITS AFFILIATES, AND EACH OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS, OTHER PARTNERS, AND EMPLOYEES 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 OR IN ANY WAY CONNECTED WITH DISPUTES BETWEEN YOU AND THIRD PARTIES (INCLUDING OTHER ORGANIZERS, BUYERS, AND OTHER NON-ORGANIZERS) IN CONNECTION WITH THE SERVICES, YOUR ACCESS AND USE OF THE SERVICES, OR ANY EVENTS LISTED THEREON.
IN CONNECTION WITH THE FOREGOING RELEASE, YOU HEREBY WAIVE SPANISH CIVIL CODE AND ANY OTHER APPLICABLE LAW OR STATUTE, WHICH SAYS, IN SUBSTANCE:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR 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 DEBTOR."
Notices to you may be made via either email or regular mail to the address in Robby's records. The Services may also provide notices of changes to this TOS or other matters by displaying notices or links to notices to you generally on the Services.
20. TRADEMARK INFORMATION.
The trademarks, service marks, and logos of Robby (the "Robby Trademarks") used and displayed in connection with the Services are registered and unregistered trademarks or service marks of Robby. 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 Robby Trademarks, the "Trademarks"). The offering of the Services shall 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 Robby specific for each such use. The Trademarks may not be used to disparage Robby, any third party or Robby's or third party's products or services, or in any manner (in Robby's sole judgment) 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 Robby approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any Robby Trademark shall inure to Robby's benefit.
21.1 Entire Agreement.
This TOS (and to the extent that you are an API developer, the API terms and conditions contained at /terms/) constitutes the entire agreement between you and Robby and governs your use of the Services as a Buyer, API developer, Facebook Connect user or other non-Organizer user, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and Robby on the subject matter hereof. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party Content, third party software or the Services in a manner other than as governed by this TOS.
21.2 Choice of Law.
Except as set forth in Section 21.3, this TOS and the provision of the Services to you are governed by the laws of the state of Valencia, Spain., as such laws are applied to agreements entered into and to be performed entirely within Valencia, Spain by Spanish residents.
BINDING ARBITRATION: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. ANY DISPUTE OR CLAIM UNDER THIS TOS 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; CLASS, CONSOLIDATED OR REPRESENTATIVE ARBITRATIONS AND CIVIL ACTIONS ARE NOT PERMITTED ONCE THIS SECTION IS EFFECTIVE.
(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, we each hereby agree to resolve any and all disputes or claims under this TOS or with respect to the Services 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 and not as part of any purported class, consolidated or representative proceeding. Arbitration, which is often cheaper, faster and less formal than a lawsuit in court, uses a neutral arbitrator instead of a judge or jury. Arbitrators can award the same damages and relief as a court. Binding arbitration is subject to very limited review. Only the arbitrator appointed pursuant to this Section, and not any federal, state or local court or agency, shall have the authority to resolve any dispute or claim relating to this Section, including, without limitation, the scope, enforceability and arbitrability hereof. This arbitration provision shall survive termination of this TOS. This TOS evidences a transaction in interstate commerce and the interpretation and enforcement of this Section 21.3 is governed by the Federal Arbitration Act, notwithstanding the choice of law set forth in Section 21.2 above.
(c) Scope of Agreement.
This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to:
- 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;
- all claims that arose before this or any prior agreement (including, but not limited to, claims relating to advertising);
- all claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and
- all claims that may arise after the termination of this TOS and/or your use of the Services.
(e) No Class Actions.
YOU AND Robby 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 REPRESENTAIVE 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 Robby must be addressed to the address in Section 19 above ("Notice Address") and must be sent by certified mail. The Notice to you must be addressed to a mailing, home, or payment address currently on record with Robby and must be sent by certified mail. If no such physical address exists, such notice may be delivered to your Robby 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 Robby and you do not reach an agreement to resolve the claim within sixty (60) calendar days after the Notice is received, you or Robby may commence an arbitration proceeding.
(g) Arbitration Proceedings.
The arbitration will be governed by the Commercial Arbitration Rules (and in addition, 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 Supplementary Procedures for Consumer Related Disputes) (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Section 21.3, and will be administered by the AAA and settled by a single arbitrator. The AAA Rules are available online at adr.org or by calling the AAA at 1-800-778-7879. The arbitrator is bound by the terms of this TOS. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Section 21.3. Unless Robby and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location in Spain 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 shall 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 shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. All decisions by the arbitrator shall be final and binding and judgment on the award rendered may be entered in any court having jurisdiction thereof.
(h) Costs of Arbitration; Legal Fees.
Payment of all filing, administration, and arbitrator costs and expenses imposed by AAA will be governed by the AAA rules, provided that if (i) you are initiating an arbitration against Robby, (ii) the value of the relief sought is ten thousand dollars ($10,000) or less, and (iii) you include in the Notice your election to have Robby pay all filing, administration and arbitrator costs and expenses imposed by AAA, then Robby will pay such costs and expenses (subject to reimbursement as set forth below). If the circumstances in the preceding sentence apply, 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 prohibitively more expensive than a court proceeding, then Robby will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to reimbursement as set forth below). In the event that the arbitrator determines that any of the claims you assert in arbitration are frivolous, you agree to reimburse Robby for all such cost and expenses that Robby paid and that you would have been obligated to pay under the AAA rules.
Just as in any court proceeding, each party will initially bear its own attorneys' fees and expenses in connection with any arbitration hereunder. Should either party be determined to have substantially prevailed in the arbitration, then upon such party's request, the arbitrator shall 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) Robby will not seek to recover its attorneys' fees and expenses in an arbitration initiated by you, unless the arbitrator determines that one or more of your claims are frivolous. 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.
(i) Future Changes.
Notwithstanding any provision in this TOS to the contrary, you and Robby agree that if Robby makes any future change to this arbitration provision (other than a change to the Notice Address) Robby will provide you with written notice of such change to your account email address 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.
(j) Special Severability.
In the event that the provisions of subsection (e) above are found to be invalid or unenforceable for any dispute or claim, then, notwithstanding Section 21.4, the entirety of this Section 21.3 shall be null and void with respect to such dispute or claim and Section 21.5 shall apply in lieu of this Section 21.3.
(k) Opt Out.
We believe that on a whole this agreement to arbitrate will benefit our users. However, if you are an existing registered user and you do not wish to accept this agreement to arbitrate with respect to some or all of your accounts registered prior to October 8, 2013, you may opt-out by sending us a written notice to the Notice Address which (i) states you do not agree to this agreement to arbitrate, (ii) includes your name and all email addresses associated with the accounts you wish to opt-out, and (iii) is signed by the individual who owns the account, or in the event the account is held by an entity, an authorized signer for such entity (the "Opt-Out Notice"). The Opt-Out Notice must be received by November 30, 2013 in order to be effective; otherwise this agreement to arbitrate will be effective as of October 8, 2013. For new registered users and existing registered users who register new accounts following October 8, 2013, there is no option to opt-out and this provision will be effective as to such new accounts upon account creation. In the event that you opt-out of this agreement to arbitrate as set forth above, Section 21.5 of this TOS shall apply in lieu of this Section 21.3.
21.4 Waiver; Invalid Provisions.
The failure or delay of Robby to exercise or enforce any right or provision of this TOS shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever. Subject to Section 21.3(j), if any provision of this TOS is held to be invalid, illegal or unenforceable in any respect, that provision shall be limited or eliminated to the minimum extent necessary so that this TOS shall otherwise remain in full force and effect and enforceable.
21.5 Judicial Forum.
In the event that Section 21.3 shall be null and void as set forth in Section 21.3(j) above or if you opt out of the agreement to arbitrate as set forth in Section 21.3(k), then any dispute or claim not subject to arbitration shall be resolved exclusively by a federal court located in Valencia, Spain, and to the extent there is no subject matter jurisdiction in such federal court, then a state court in Valencia, Spain. Both you and Robby agree to submit to the personal jurisdiction and venue of such courts and agree that such forum is convenient.
The section titles in this TOS are for convenience only and have no legal or contractual effect.
Please report any violations of this TOS to contact page.
Robby may freely assign this TOS, whether to an affiliate or to another entity in connection with a corporate transaction or otherwise. You may not assign your rights or delegate your obligations under this TOS. This TOS will inure to the benefit of and will be binding upon each party's successors and assigns.
No independent contractor, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this TOS.