GotSpot Terms Of Service
GotSpot Services Agreement
Last Updated: October 21st, 2020
This GotSpot Service Agreement (“GSA”) governs use of the marketplace. If you do not agree to all the terms and conditions of this Services Agreement, including those governing disputes in Section 4, you may not use our platform or services. For purposes of the GSA, “GotSpot,” “we,” “us,” and “our,” it refers to GotSpot, Inc., located at 1210 W. Clay Street, Suite 18, Houston, Texas, 77019.
We provide a Platform to help users connect with each other to book Spots and Services but do not endorse any specific SpotSeekers, SpotHolders, Spots, or Vendors or Vendor Services registered with or offered through the Platform. Any designations or badges provided through the Platform are based on the information we have available to GotSpot which may be provided by other users or third parties and which may be inaccurate or out of date and do not constitute endorsement. Each user is independent, and SpotHolders and Vendors are independent contractors, unaffiliated with GotSpot, that are solely responsible for the character, quality, utility and provision of any Spot or Vendor Service they provide or do not provide to you.
This GotSpot Services Agreement (“GSA”) is a contract between GotSpot and the person or entity that registered with GotSpot (“user” or “you”). This Agreement describes the terms and conditions that apply to your use of the GotSpot marketplace to book or list spaces or other services through our website or apps, and governs your hosting spaces for other users; and establishes the obligations owed between you and GotSpot, and between you and other users.
If you have questions about this Agreement, please contact us. Your use of the Platform or Services constitutes your ongoing acceptance of this Agreement, as amended.
Title I: General Terms
(i) Platform Services. GotSpot is a unique marketplace provider that offers several different services (“Services”) to its users. There are three types of GotSpot users: (1) SpotSeekers, e.g., our users who use SpotHolder Services and/or Vendor Services (please see Section 3.2 for SpotSeeker-specific terms); (2) SpotHolders, e.g., our users who offer SpotHolder Services to SpotSeekers (please see Section 3.1 for SpotHolder-specific terms); and (3) Vendors, e.g., our users or third-parties who offer Vendor Services to SpotSeekers. GotSpot connects them all through the GotSpot Platform (“Platform”) which is the online marketplace that allows our users to connect, communicate, and transact with each other directly through “Bookings.” We are continuously improving the Platform for all users and reserve the right to make changes in our discretion. Changes we make to the Platform, including discontinuing certain features, affect all users and we try to minimize disruption to users. However, these changes may affect users differently. We are not responsible if any specific changes we make to the Platform adversely affect how you use them.
GotSpot is not an owner or operator of properties, including Spots. GotSpot’s responsibility is limited to facilitating the availability of Services through the Platform. PLEASE NOTE THAT THE SERVICES ARE INTENDED TO BE USED SOLELY TO FACILITATE CONNECTIONS AMONG SPOTHOLDERS, SPOTSEEKERS AND VENDORS FOR THE PURPOSE OF ARRANGING SPOTS, SPOTHOLDER SERVICES, AND VENDOR SERVICES FOR BOOKINGS THROUGH THE PLATFORM. GOTSPOT SHALL HAVE NO RESPONSIBILITY OR ANY LIABILITY TO YOU OR OTHERS FOR THE INFORMATION OR CONTENT CONTAINED IN ANY LISTINGS AND/OR THE CONDITION, LEGALITY, SAFETY, OR SUITABILITY OF ANY BOOKINGS OR SPOTS. ACCORDINGLY, ANY BOOKINGS WILL BE MADE OR ACCEPTED AT A USER’S OWN RISK. AMONG OTHER THINGS, SPOTHOLDERS MUST SATISFY THEMSELVES WITH ANY SPOTSEEKER(S) OR VENDOR(S) AND THEIR CREDENTIALS, AND SPOTSEEKERS MUST SATISFY THEMSELVES WITH SPOTHOLDERS AND THE SPOTHOLDERS’ SPOTS. USERS SHOULD NOT COMPLETE, AND SHOULD IMMEDIATELY CANCEL, ANY BOOKING IF THEY FEEL UNSAFE OR UNCOMFORTABLE WITH ANY CONDITIONS RELATING TO THE BOOKING IN ANY WAY. YOU ACKNOWLEDGE AND AGREE THAT YOUR ABILITY TO USE THE SERVICES THROUGH THE PLATFORM DOES NOT ESTABLISH GOTSPOT AS A PROVIDER OF SPOTHOLDER, VENDOR OR ANY OTHER SERVICES.
(ii) SpotHolder Services. SpotHolders may use our Platform to offer a specific location, room, site, or other area (a “Spot”) and related services to a SpotSeeker to use for a specific time and purpose (an “Event”) using our Platform. Where a SpotHolder provides one or more services related to a SpotSeeker’s use of its Spot, such related services must be processed through our Platform. The details of each Spot, including its availability, booking price, additional fees, rules, and other terms are provided in a “Listing.” Please note, GotSpot does not own, lease, or control the Spots listed, and does not make decisions surrounding whether to accept a Booking. In addition, SpotHolders may provide goods or services for an Event at an additional cost (“SpotHolder Add-Ons”). SpotHolders are solely responsible for their Spots, Listings, and SpotHolder Services.
(iii) Vendor Services. Vendors may use our Platform to offer specific products or services to supplement a SpotSeeker’s Event. For example, the supplying of catered food during an Event is a Vendor Service. Please note, GotSpot does not offer, lease, rent, provide, or control any of the Vendor Services. Vendors are solely responsible for their Vendor Services. You acknowledge and agree that GotSpot shall not be responsible or have any liability, and you agree not to seek to hold GotSpot liable, for the conduct of third parties, including Vendors, and that the risk of damages from such third parties rests entirely with you.
(iv) On-Demand Services. GotSpot may provide a service to help SpotSeekers coordinate the Booking of Vendor Services (not provided by the SpotHolder) for an Event. On-Demand Services depend on a SpotSeeker’s unique needs and may include identifying specific Vendors (such as catering or furniture rental), scouting Spots, or assistance in event planning.
B. Using Our Services
(i) Eligibility. You must be at least 18 years of age and able to enter into legally binding contracts in order to access and use the Platform, create an account, or utilize any of the Services. By using the Platform and our Services, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platform. You represent that you will comply with all export control laws in your local jurisdiction. You agree to comply with any rules or requirements applicable to the Booking that you are made aware of, including as part of any confirmation email (the “Rules”).
Without limiting the requirements and responsibilities set forth above, you acknowledge and agree that the Rules include your responsibility for taking all appropriate health, safety and hygiene measures to protect yourself and any SpotHolders or SpotSeekers from the spread or potential spread of infectious diseases or conditions, or any other unhealthy, unsafe, or unsanitary conditions. You also acknowledge and agree that you have read and will comply with GotSpot’s COVID-19 Health & Safety Measures (the “Safety Measures”). GotSpot may update or supplement these Safety Measures from time to time in its sole discretion, so please check the Safety Measures frequently, including the version that is current at the time of your Booking. For more information, please review guidance from applicable health authorities, such as the World Health Organization and the Centers for Disease Control. While the Safety Measures endeavor to curate best practices, there is no substitute for common sense, and GotSpot cannot and does not guarantee or take any responsibility or liability for (a) a User’s failure to provide safe, healthy, and sanitary services or accommodations for the Services, (b) unsafe, unhealthy, or unsanitary conditions, even if a SpotHolder has followed guidance from the Safety Measures, or (c) any spread or potential spread of infectious diseases or conditions, or any other unhealthy, unsafe, or unsanitary conditions resulting from use of the Services in any manner. For more information related to the release of liability for SpotHolders, SpotSeekers, and GotSpot, see Section 5.1 “Disclaimers”.
(ii) Third Party Services and Content. Our Platform is made available to you in connection with the offering of third party services that GotSpot does not control. GotSpot does not endorse any such third party services and in no event shall GotSpot be liable or responsible for any third party services or third party services providers (like SpotHolders or Vendors).
(iii) Planning an Event. Our Platform allows users to connect to third-parties to plan Events. Users control the availability, quality, and terms of their Listings, SpotHolder Services, and Vendor Services. It is your responsibility to evaluate each SpotSeeker, SpotHolder, and Vendor with whom you choose to contract, communicate, or otherwise interact. GotSpot is not responsible for the content posted by our users, nor are we responsible for the quality of Spots, SpotHolder Services, or Vendor Services offered. We do not make any representations or warranties as to the conduct of Users or their interactions with any current or future Users, or assume any responsibility for the confirmation of any user’s identity, however, notwithstanding the foregoing, and as permitted by applicable laws, we may, but have no obligation to, take efforts to verify the identity of users and/or screen them against public and private databases for the purposes of preventing fraudulent activity and providing a safe transacting community. While GotSpot reserves the right to conduct background checks or evaluate credentials of users, GotSpot does not do so in all cases.
(iv) Bookings. When Users enter into Bookings with one another (e.g. when a SpotHolder confirms a Booking request from a SpotSeeker or enables a Booking without prior approval,or when a SpotSeeker books Vendor Services for an Event), they enter into a contract directly with one another. Any agreement you enter into with a SpotHolder or SpotSeeker is between you and the SpotHolder or SpotSeeker. GotSpot is not a party to any such contract. You understand and agree that GotSpot is not acting as an agent for any user, except for as specified in Section 3.2 (Using On-Demand Services) and Section 1.4 (Appointment of GotSpot as a Limited Collection Agent). Users are prohibited from using the GotSpot platform to facilitate contracts outside of the Platform.
(v) Communication With GotSpot. You agree that GotSpot may contact you by telephone, text messages or SMS (including by an automatic telephone dialing system), through electronic messaging on the Platform, or via email at any of the communication methods provided by you or on your behalf in connection with your Account, including for marketing purposes. You understand that you are not required to provide consent to receive marketing communications as a condition of purchasing any goods or services, and you may opt out of those marketing communications at any time. You specifically consent to receive communications related to your Account through text messages, SMS, or other communications sent to your mobile device (“Mobile Notifications”). Standard mobile rates will apply for any Mobile Notifications you receive. You may stop receiving these Mobile Notifications at any point by responding to such message with “STOP” or following the instructions included in a message. However, if you do so, you may miss critical messages related to your Account. We are not responsible for and disclaim all liability for all harm or losses caused by disabling Mobile Notifications. Please contact us if you experience issues when attempting to stop Mobile Notifications.
(vi) Communications With Other Users. The Platform allows you to communicate with other users without disclosing sensitive personal contact information. You may use the Platform only as permitted in this GSA. You may not use the Platform to send messages that are unwanted or unrelated to Booking a Listing through the Platform, harass or attempt to market other services to users, or to solicit and/or send spam. We are not responsible for, and disclaim all liability resulting from, any losses or harm to you resulting from sharing personal or sensitive information with other users, or communicating or engaging with users outside of the Platform. More information regarding appropriate communications conduct when using GotSpot is included in our Community Guidelines. GotSpot, at its sole option and without notice or any obligation to do so, may from time to time (i) remove communications among users which contain or share personal contact information, or (ii) suspend or terminate the accounts of users that share personal contact information.
(vii) Compliance with the Law. You will comply with all Laws applicable to your use of the Spot, SpotHolder Services, Platform Services (including use of the Platform), Vendor Services, and On-Demand Services, whether as a SpotHolder, SpotSeeker, or Vendor. While we may provide information to help you understand certain obligations of using various Services, we are not authorized to provide and do not provide any legal advice. If you are unsure how to comply with Laws, you should seek legal advice related to Listing or Booking a Spot. As used in this GSA, “Laws” means all applicable federal, state, local, and other governmental laws, regulations, ordinances, codes, rules, court orders, and all recorded and unrecorded private contract, restrictions, covenants and other agreements.
(viii) Contractual Disputes Between Users. GotSpot may facilitate the resolution of disputes between users, but does not become a party to any contract by doing so. We are not responsible to you or any third party for providing, or for the condition or nature of, any Spot, SpotHolder Services, or Vendor Services. SpotHolders, SpotSeekers, and Vendors are independent third-parties and are not affiliated, controlled by, or employed by GotSpot. SpotHolders and Vendors set their own prices, use their own facilities and resources, and may condition use of Spots or Vendor Services as they feel is appropriate for their business. SpotHolders, SpotSeekers, and Vendors are solely responsible for their interactions with each other, and any other parties with whom they interact. GotSpot reserves the right, but has no obligation, to intercede in disputes. Users agree that GotSpot will not be responsible for any liability incurred as the result of such interactions. For more on Dispute Resolution, see Section 4 (Dispute Resolution).
(ix) Non-Circumvention. SpotHolders and SpotSeekers acknowledge that GotSpot has devoted substantial time and resources in developing its catalog and Services of Listings, Spots, Vendors, Vendor Services, SpotHolders, and SpotSeekers, and such information is inherently valuable information owned solely by GotSpot. Accordingly, SpotHolders and SpotSeekers shall not circumvent or bypass GotSpot’s ownership interest in such information, directly or indirectly, except in collaboration with or with the prior express written consent of GotSpot, by (1) entering into any transaction with any party introduced to it by GotSpot through its Platform (the “Introduced Party”) similar to, in competition with, or which otherwise could have the effect of preventing GotSpot from receiving the full benefit of the transactions contemplated by this GSA, or (2) soliciting such an Introduced Party to enter into any such transaction. By way of illustration and not in limitation of the foregoing, users agree not to:
Submit requests or solicit SpotSeekers, SpotHolders, SpotHolder Services including SpotHolder Add-Ons, Vendors or Vendor Services originally identified or introduced through the Platform to contract, hire, work with or compensate for services subsequently provided outside of the Platform.
Accept requests or solicit SpotSeekers, SpotHolders, SpotHolder Services including SpotHolder Add-Ons Vendors or Vendor Services originally identified or introduced through the Platform to contract, invoice or receive compensation for services provided outside of the Platform.
Use any other information originally learned from the Platform, whether through the messaging function, booking process or otherwise, to conduct subsequent transactions related to GotSpot’s Services outside of the Platform.
If a SpotHolder or SpotSeeker breaches its obligations under this Non-Circumvention provision, the breaching party shall pay to GotSpot an amount equal to 20% of the subtotal of the relevant booking (the “Liquidated Damages”). The parties intend that the Liquidated Damages amount will constitute compensation, and not a penalty. The parties also agree that the harm caused by such a breach would be impossible or very difficult to accurately estimate as of the date of this GSA, and that the Liquidated Damages are therefore a reasonable estimate of the anticipated or actual harm that might arise from such a breach. A SpotHolder or SpotSeeker’s payment of the Liquidated Damages is his, her or its sole liability and entire obligation and GotSpot’s exclusive remedy for any such breach.
C. Your Account
(i) Registration. Before using the Platform or Services, you must create an account with GotSpot (“Account”) and provide us with information about yourself or your company. You can also create an Account through your account with certain third party services, such as Facebook or Apple. You may disable this connection by contacting us or directly through the settings menu of the third party service. If you are registering on behalf of a legal entity, you represent and warrant that you have the authority to legally bind that entity and grant all rights, permissions, and licenses contained in this GSA or any other applicable terms. Misrepresenting your affiliation or association with an entity may result in immediate termination of your Account, ineligibility to participate in any of our Services, monetary damages, and reporting to the appropriate legal authority.
(ii) Account Security. You will be required to provide an email address and password to keep your Account secure (“Credentials”) and agree to keep your Credentials private and secure. You are responsible for any actions associated with your Account whether or not authorized. You are solely responsible for the actions or communications of your employees, representatives, hires, or agents (“Agents”). We are not responsible for and disclaim all liability for use of your Account by your Agents. You may not assign or transfer your Account to another party without our prior written consent.
(iii) Account Updates. We may ask that you update your Account or provide additional or different information at any time. This includes requiring additional details about Spots or payment information. You are required to update all Account information necessary to maintain compliance with this GSA, including but not limited to maintaining proper contact information and payment information.
(iv) Account Termination By You. You may terminate your Account at any time by notifying us. You are responsible for all activity associated with your Account made before it is closed including: (i) payment of Fees, Taxes, Fines or other charges; (ii) providing use of Spots to SpotSeekers as previously Booked; or (iii) other liabilities caused by or resulting from use of the Platform or Service. We may retain Content and continue to display and use any public Content (including comments or reviews of Spots) after your Account is terminated. Termination of your Account does not terminate any contractual arrangements you have with third parties, including any obligations to government entities for tax purposes.
(v) Account Termination By Us. We may suspend your Account--including your ability to communicate with other users, receive payments, or complete Bookings--or terminate this GSA and your Account at any time and based on our sole discretion without limitation. We are likely to terminate your account if (i) we believe that use of your Account poses a risk to GotSpot, you, other users, or third parties; (ii) there is evidence of actual or potential fraud by you or on your behalf; (iii) you fail to respond to communications from us or other users; or (iv) you fail to comply with this GSA and associated policies including the Community Guidelines, Cancellation and Refund Policy or applicable Law.
(vii) Survival. Upon termination of this GSA or any agreement between you and GotSpot, the clauses of this GSA that reasonably should survive termination will remain in effect.
D. Fees and Taxes
(i) Fees and Payments. You understand that GotSpot may initiate charges to you for the goods or services you receive. By using our Services, you authorize GotSpot to receive and/or enable your payment of applicable charges for the goods or services (including third party services like SpotHolder Services and Vendor Services) obtained through your use of the Platform and Platform Services.
You acknowledge and accept that, as between you and GotSpot, GotSpot may revise charges for any services obtained through use of the Platform at any time in GotSpot’s sole discretion. GotSpot will make reasonable efforts to inform you of the charges incurred through your use of the Platform Services, but you shall be responsible for all charges incurred under your Account regardless of your awareness of such charges. The charges you incur may be owed directly to third party service providers (like SpotHolders and/or Vendors), and GotSpot will collect those charges from you, on the third party’s behalf as their limited collection agent, and payment of such charges by you will be considered the same as if made directly by you to the third party service provider. GotSpot reserves the right to otherwise collect payment from you and pursue any remedies available to GotSpot in circumstances in which you are deemed liable or owing for any unpaid fees, damages, fines or other sums for which you are responsible, as decided by GotSpot in its sole discretion and in accordance with this GSA, the applicable policy set by GotSpot, and/or the terms of the Booking Agreement mentioned in the Listing.
(ii) Fees Charged by GotSpot. GotSpot charges services fees to its users in exchange for use of the Platform Services or for providing On-Demand Services. SpotHolders are charged SpotHolder Fees; SpotSeekers are charged SpotSeeker Fees, and Vendors are charged Vendor Fees (collectively “Service Fees”). Service Fees are described in more detail on our Fees Overview. All applicable Service Fees and Taxes will be displayed to the applicable user prior to completion of a Booking. GotSpot reserves the right to alter or amend its fees at any time and such changes will become effective after reasonable notice has been given.
(iii) SpotHolder Charges and Additional Fees. A Booking provides a limited use of a Spot or Vendor Service as described in the Listing and Booking Agreement, if applicable, for which the SpotHolder charges a fee (the “Booking Price”). Where SpotHolder Services or SpotHolder Add-Ons are provided to supplement the use of a Spot, such services must be processed through our Platform. A SpotHolder may sometimes also charge a Cleaning Fee in association with the use of a Spot. If the SpotHolder offers SpotHolder Add-Ons in a Booking, the SpotHolder may also charge a SpotHolder Add-On Fee. If you use a Spot or Vendor Services beyond that specified in your agreement with another user you will be responsible for payment of additional Fees (“Additional Fees”) as described on the Fees Overview. Additional Fees are determined based on the factors described in the Listing. As a SpotSeeker, you are solely responsible for any damage done to the Spot or the Amenities by anyone attending or working at your Event. SpotHolders must notify us within 72 hours of a SpotSeeker exceeding the permitted use of the Spot and specifically request payment of Additional Fees. Users agree that GotSpot may, in its sole discretion, determine whether a SpotHolder is entitled to receive Additional Fees in accordance with this GSA, the applicable policy set by GotSpot, and/or the terms of the Booking Agreement between the SpotSeeker and SpotHolder mentioned in the Listing.
(iv) Most Favored Customers. SpotHolders and Vendors agree that any rate charged to SpotSeekers through the Platform will be equal to or better than those made available through their own or any third-party booking or other distribution channel. Any rules, restrictions, policies, and/or conditions (including rules associated with cancellation) applicable to any Spot or Service that SpotHolders or Vendors make available on the Platform shall be no more restrictive than those applicable to any comparable Spot or Service that such SpotHolders or Vendors make available through their own or any third-party booking or other distribution channel.
(v) Prepaid Fees. Certain Bookings may require you to provide a portion of prepaid Fees or a refundable amount (“Deposit”) in advance. All Fees and Deposits, as applicable, will be identified prior to completing your Booking. If held by GotSpot, at our option, Deposits may be credited to your Booking or returned when the Spot is returned in acceptable condition and free of any material damage. While we may facilitate the collection of Fees and Deposits for SpotHolders, once remitted to SpotHolders, we are not responsible for the return of Fees or Deposits to SpotSeekers, where applicable.
(vi) Taxes and Fines. You are solely responsible for payment of all taxes, levies, penalties, and other costs imposed by any taxing authority or government agency related to Listing or Booking Spots or Vendor Services including any sales or occupancy tax, indirect taxes such as valued added tax (VAT) or goods and services tax (GST), usage or permitting fees, duties, and other taxes imposed by municipalities, states, or governments through regulation, ordinance, law, or judicial or regulatory interpretation (collectively “Taxes”). Except as required by Law, GotSpot will not calculate, track or pay Taxes or submit Tax reporting on your behalf. You are responsible for all Taxes owed for Booking or Listing a Spot, or providing or using Vendor Services including, without limitation, accurate calculation of Taxes due, timely remittance of Taxes to the appropriate taxing authority and maintenance of any required records and accounts. If any taxing authority demands that we pay such Taxes on your behalf, you are immediately liable to us for such Taxes and will reimburse or pay GotSpot for such Taxes upon demand. You are also responsible for any penalties arising from your failing to comply with this GSA including those issued by regulatory or taxing authorities, law enforcement, fire code or safety agencies, or other third parties; or that may be issued by us for losses we or users incur that are based on your failing to comply with this GSA or misuse of the Platform, Services, Spot, or Vendor Services (collectively, “Fines”). You understand and agree that GotSpot does not provide you with any advice or guidance of any kind or nature regarding Taxes and that you have been advised to consult with your tax advisor for any required advice or guidance regarding Taxes.
(vii) Payment. You will timely and fully pay any Fees, Deposits, Taxes, Fines, or other amounts you owe under this GSA. If you owe amounts and we are unable to receive payment through the Platform for any reason, then we may require that you pay through other means (such as direct debit, wire transfer, or cashiers’ check). We may set-off any amounts owed to us through collection of funds that would otherwise be payable to you through the Platform. You are responsible for any costs or expenses associated with our recovering Fees, Taxes, or Fines owed, including our attorneys’ fees or expenses. In our discretion, any late payments of more than 7 days may incur a late charge of up to ten percent (10%) and accumulate interest of ten percent (10%) per month until delinquency is resolved. We may use any legal means available to us to collect delinquent payments, including collections agencies or court filings.
(viii) Payment Processing. Acceptance and payment of funds between users or GotSpot on the Platform (“Payment Processing”) is provided by Stripe. Your use of Payment Processing is subject to the Stripe Connected Account Agreement that includes the Stripe Services Agreement(collectively, the “Stripe Agreement”). By agreeing to this GSA or continuing to operate as a SpotHolder on GotSpot, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of using Payment Processing, you must provide accurate and complete information about you and your business and you authorize us to share this information to Stripe. All bank and credit card information is sent directly to and stored with Stripe using their security protocols. GotSpot does not store your payment information on its systems and shall not have any responsibility for the safety or security of that information. Your use of Payment Processing is conditioned upon your compliance with the Stripe Agreement, and if the Stripe Agreement is terminated by Stripe you may not be able to use the Platform, or have your Account suspended or terminated. We may change or add other payment processing services at any time upon notice to you, which may be subject to additional terms or conditions.
(ix) Appointment of GotSpot as a Limited Collection Agent. Each user (such as SpotHolders, Vendors, or SpotSeekers who facilitate certain transactions through our Platform) who collects payment for services provided via the Platform (“Collecting User”) hereby appoints GotSpot as the Collecting User’s payment collection agent solely for the limited purpose of accepting funds from other users purchasing such services (“Paying User”).
Each Paying User acknowledges and agrees that, notwithstanding the fact that GotSpot is not a party to the agreement between you and the Collecting User, GotSpot acts as the Collecting User’s payment collection agent for the limited purpose of accepting payments from you on behalf of the Collecting User. Once a Paying User makes payment of funds to GotSpot, the Paying User’s payment obligation to the Collecting User for the agreed upon amount is extinguished, and GotSpot is responsible for remitting the funds to the Collecting User in the manner described in this GSA, which constitutes GotSpot’s agreement with the Collecting User. In the event that GotSpot does not remit any funds, the Collecting User will have recourse only against GotSpot and not the Paying User directly.
Each Collecting User agrees that payment made by a Paying User through GotSpot shall be considered the same as a payment made directly to the Collecting User. The Collecting User will provide the purchased services to the Paying User in the agreed-upon manner as if the Collecting User has received the payment directly from the Paying User. Each Collecting User agrees that GotSpot may refund the Paying User in accordance with this GSA (including all applicable terms referenced herein) and each Collecting User understands that GotSpot’s obligation to pay the Collecting User is subject to and conditional upon successful receipt of the associated payments from Paying User. GotSpot shall be obligated to make payments to Collecting User only for such amounts that have been actually received by GotSpot from Paying User in accordance with this GSA. In accepting appointment as the limited payment collection agent of the Collecting User, GotSpot assumes no liability for any acts or omissions of the Collecting User.
Title II: Technology
A. Using the Platform
You are responsible for making all arrangements necessary for you to have access to the Platform and for ensuring that all persons who access the Platform through your Internet connection are aware of and abide by all applicable terms, including this GSA. GotSpot may require additional conditions or requirements to access and use the Platform, or specific areas or features of the Platform, at any time and for any reason. Access to or use of certain features of the Platform may be subject to additional policies or guidelines or may require you to accept additional terms and conditions. In the event of a conflict between the GSA and the additional terms and conditions for a specific area of the Platform, the latter terms and conditions will take precedence with respect to that specific area of the Platform, unless otherwise specified.
B. Ownership, License, and Restrictions
(i) GotSpot’s Intellectual Property. GotSpot owns all rights, titles, and interests in the Platform and Services, and all intellectual property embodied or contained in them (individually and collectively, “IP”). IP includes all registered or potential patents, copyrights, trademarks, trade secrets, and other proprietary rights. Through your Account, we grant you a limited, temporary, revocable, non-transferable, non-exclusive license to use the Platform and Service for the purposes described in this GSA and only as provided to you through the Platform. This license does not constitute a transfer of ownership or grant you any additional rights to use the IP. You may not register, claim ownership in, or sublicense the Platform, Services, or IP; use the Platform, Service, or IP in violation of this GSA or Laws; or reverse engineer or copy all or any portion of the Platform, Service, or IP (except as expressly permitted). We may suspend or close your Account and pursue legal action against you if we believe or determine that your use of the Platform, Service, or IP exceeds the scope of this grant; or that you are attempting to hack or disrupt the use of the Platform, Service, or IP by others; or that you are otherwise interfering with the normal operation of the Platform or Service.
(ii) Use of GotSpot’s IP. We may provide you logos or other digital media (“Logos”) to help you advertise your Spot to potential SpotSeekers. Where provided, you agree to use Logos only to advertise your Spot. You may not use any Logos, the Platform, or the Service for any unlawful or competitive use or in a manner that harms or tarnishes the GotSpot brand or reputation; and you are prohibited from modifying or using Logos in any manner that is inconsistent with our authorization or guidelines. We may terminate your right to use any Logos in our discretion upon notice to you in which event you shall cease using any such Logos.
C. Prohibited Uses
In addition to complying with our Community Guidelines, you may use the Platform and Services only for lawful purposes and in accordance with this GSA. You agree not to use our Platform and Services: (a) In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries); (b) For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise; (c) To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards; (d) To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation; (e) To impersonate or attempt to impersonate GotSpot, a GotSpot employee, another user or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing); and (f) To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of our Platform, or which, as determined by us, may harm GotSpot or users of our Platform or Services, or expose them to liability.
Additionally, you agree not to: (a) Use our Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services; (b) Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the Platform; (c) Use any manual process to monitor or copy any of the material on the Platform, or for any other unauthorized purpose without our prior written consent; (d) Use any device, software or routine that interferes with the proper working of our Services; (e) Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; (f) Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of our Platform or Services or any server, computer or database used to provide our Services; (g) Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack; (h) Act in a manner that is damaging to GotSpot’s reputation and/or goodwill; (i) Scan, probe, test the vulnerability of the Platform or any network connected to the Platform; (j) Directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from GotSpot; (k) Directly or indirectly conduct, promote, or facilitate business in countries and/or with nationals or members of governments that are subject to U.S. embargoes or trade sanctions; (l) Export items, Content, or materials to prohibited parties or countries, as identified in applicable export and import regulations; or (m) Otherwise attempt to interfere with the proper working of the Services.
D. Content on the Platform
(i) Posting Content. When creating or using the Platform and Services, you may be asked to or may voluntarily provide information about yourself, a Spot, a SpotHolder Service, a Vendor Service, comments, or other information including text, images, or videos (collectively, “Content”). You represent and warrant that you are authorized to provide Content to the Platform and that any Content you provide does not violate the proprietary or privacy rights of a third party. You may not provide any Content that is copyrighted by third parties without their express permission. You grant GotSpot a fully-paid, worldwide, non-exclusive, perpetual license to use, copy, transmit, distribute, modify, publicly display, and sublicense any Content you provide to us. This grant includes our ability to use any Content for both internal use (such as analysis to improve the Platform or Services) or external use (such as in marketing or online advertising). If you cannot provide us the above grant then you may not provide Content to us. You agree to indemnify, defend and hold us harmless for any damages or losses based on third-party claims that Content violates proprietary or privacy rights.
(ii) Accuracy of Content. You will only provide Content to us that you own or have authorization to provide, and ensure that Content is accurate and complete. You must keep any Content current. We reserve the right, but shall not be obligated, to use public and private data sources to validate the accuracy of any Content. This may include validating your identity or business information, or verifying information about Spots. You will provide us any additional information to verify the accuracy or completeness of any Content that you provide and we may condition your use of the Platform or Service on our ability to verify the accuracy and completeness of this Content. If you do not provide required Content to GotSpot when we request it, we may suspend or terminate your Account, cancel any Bookings you have made or received, withhold payment, and/or impose and collect Fines.
(iii) Prohibited Content. You may never post any Content that (a) is defamatory, obscene, profane, or pornographic; (b) is abusive, harassing, or disrespectful of other users; (c) violates applicable Laws, including those prohibiting discrimination, false advertising, privacy, or unlawful marketing; (d) is intended to deceive or mislead, is false or inaccurate, or misrepresents the nature or condition of a Spot; (e) contains marketing or promotional content unrelated to the details of a Spot; or (f) includes sensitive personal information, including payment, contact information, or personal account details. You will not knowingly or negligently provide any Content that contain viruses, Trojan horses, and other harmful content (collectively, “Viruses”). While we attempt to identify any Viruses, we are not liable for and disclaim all responsibility for ensuring that Content is free from Viruses.
F. Community Guidelines
We have established Community Guidelines that set our expectations for all users on the Platform. You will review and abide by the Community Guidelines whenever using the Platform or Services, communicating with other users, or using or providing use of Spots. If you believe that another user is violating the Community Guidelines, please contact us. GotSpot has no obligation to monitor users’ compliance with or to enforce the Community Guidelines and shall have no liability for any user’s violation of the Community Guidelines.
G. DMCA Notices
If you believe that any Content posted violates your copyright, please notify GotSpot at email@example.com. This notice should identify the specific Content and provide GotSpot with evidence of your ownership of the copyright or authorization to enforce the rights of the copyright owner. We will internally review alleged violations but may not send you a response each time notifying you of the results of our review. Any information you provide to GotSpot may be shared with other users, third parties, or law enforcement to help assess the claim of infringement or remove infringing content. We will remove any content we determine to be infringing consistent with our obligations under the Digital Millennium Copyright Act (DMCA).
We appreciate any ideas, suggestions, or feedback you voluntarily provide to help GotSpot improve the Platform or Services (“Feedback”). Any Feedback you provide GotSpot is ours to use, register, modify, monetize, and otherwise use. You grant GotSpot all title and interest in any Feedback you provide to GotSpot and, if necessary, agree to assist GotSpot in establishing our ownership. You acknowledge that you will not receive any compensation for providing GotSpot Feedback.
I. Privacy; Data Security
(ii) Data Security. Only duly authorized Company personnel or contractors are permitted to access a User’s non-public information (“Personal Data”), and only to fulfill the obligations of this GSA. GotSpot shall immediately notify Users of any known or suspected security breach that may result in the unauthorized use, access, disclosure, alteration, or destruction of Personal Data. GotSpot shall immediately notify Users of any legally binding request for disclosure of Personal Data by a governmental authority and shall provide Users with an opportunity to waive his/her/its rights or to seek a protective order, unless GotSpot is prohibited by Laws from doing so. GotSpot represents and warrants that our collection, access, use, storage, disposal, and disclosure of Personal Data collected in performing the Services does and will comply with all Laws. GotSpot shall comply with Payment Card Industry Data Security Standard (“PCI DSS”) requirements for any payment data, as prescribed by the PCI Security Standards Council, and will ensure that any third party with whom GotSpot now contracts or may contract in the future to process payments or otherwise store payment data is PCI DSS compliant.
We provide you basic information to help you use the Platform and Services at our Support Site. While we try to maintain accurate support information, we are continuously improving the Platform and Services and cannot guarantee that the information provided through our Support Site is always accurate or current. While we may also provide email or phone support from time to time, we cannot guarantee that you will, where provided, receive a response within any specific timeframe.
Title III: GotSpot Services
A. Terms Applicable To SpotHolders
(i) Listings. When you List a Spot as a SpotHolder, you must provide all required details about the Spot including a description, how it may be used, the cost of a Booking, availability, a list of any facilities, current pictures, rules, and other details about its potential uses and condition (collectively, “Description”). This includes details regarding use of any amenities, furniture, equipment, SpotHolder Add-Ons available at an additional charge, or fixtures that are part of or in the Spot (collectively, “Amenities”). While it is important to communicate excitement and the benefits of your Spot, the Description must be accurate and give potential SpotSeekers a reasonably accurate understanding of how they may use the Spot for their Event, including the disclosure of any deficiencies, restrictions, or applicable policies. Any terms or conditions included in your Listing must not conflict with this GSA or applicable Policies unless expressly permitted by GotSpot in writing. For example, you may not (i) modify or expand a SpotSeeker’s financial responsibilities or limit a SpotSeeker’s ability to seek recourse or restitution under this GSA, (ii) violate the Community Guidelines or Laws, or (iii) require SpotSeekers to pay you directly outside the Platform.
(ii) Permission to List And Book Spots. You represent and warrant that you are permitted under applicable Laws to List and confirm a Booking of any Spots provided, that Spots comply with applicable Laws, and that you will reasonably facilitate and not obstruct the use of a Spot as Booked by a SpotSeeker. SpotHolders acknowledge and agree that they may not List or confirm a Booking for any Spots that they do not own or for which they do not otherwise have express permission to List. SpotHolders represent and warrant that they are authorized (e.g., by the owner of any applicable Spot) to enter into the GSA and participate in all requirements for the Listing, Booking, and collection of Payments, or other terms pertaining to SpotHolders. In addition, you represent and warrant that any Listing you post, any Booking of a Spot, or a SpotSeeker’s use of a Spot will not breach any agreements you have entered into with any third parties, including but not limited to, lease agreements, homeowners associations, condominium associations, facilities managers, property managers, or other agreements, and will comply with all applicable laws, rules, regulations, restrictions (including having permits, licenses, and/or registrations), or other terms placed on the Spot or use of the Spot.
(iii) Bookings. Bookings are created when you accept a booking request, or receive an acceptance to a custom offer you have submitted to a SpotSeeker. Bookings are a legally binding agreement between you and a SpotSeeker which means you are required to provide the Spot and SpotHolder Services as described in your Listing and according to the terms agreed to in your Booking. You also agree to pay the applicable Service Fees to GotSpot.
(iv) Booking Price. You are solely responsible for setting the Booking Price (including applicable Taxes, Cleaning Fees, and SpotHolders Services Fees). You may not raise the Booking Price for a particular SpotSeeker after the SpotSeeker accepts the Booking, but may alter prices based on the addition or deletion of SpotHolder Add-Ons prior to the Event. GotSpot may determine, in its sole discretion, to refund the SpotSeeker part or all of the Booking Price in accordance with its policies.
(v) Conditions of the Spot. You are responsible for maintaining the Spot and Amenities so that SpotSeekers may reasonably use them as provided in the Description and Booking. Spots and Amenities must be in good working order and provided to SpotSeekers in a safe, clean and usable condition. Any plumbing, electrical, structural or other physical deficiencies or defects must be corrected or disclosed before you List a Spot. Except as specified in a Booking Agreement, all water, electricity, HVAC and other utility services (exclusive of telephone and data services) shall be provided with the Spot at no additional cost. The condition of the Spot must be broom-clean and accurate to its portrayal on your Listings.
(vi) Booking Agreements. In certain cases, we may elect to require a supplemental Booking Agreement with your Listing that includes all or part of the Description including a listing of any Amenities and any additional terms and conditions. Where required, the Booking Agreement will incorporate this Agreement and supplement and be a part of the binding agreement between you and a SpotSeeker. Except where approved by GotSpot, Booking Agreements with supplemental clauses may not impose rules or limitations on use that are materially different than those listed in the Description, include any additional contractual obligations, or alter SpotSeekers’ or SpotHolders’ liabilities.
(vii) Recordings. During their Event, SpotSeekers may photograph, film, or otherwise record events when using Spots and Amenities (“Event Recordings”). Except as expressly prohibited by federal, state, local or other governmental Laws or as otherwise set forth in the Description or any Booking Agreement, you grant to any SpotSeeker that Books a Spot a fully-paid, worldwide, non-exclusive, perpetual license to use, copy, transmit, distribute, modify, publicly display, and sublicense Event Recordings that may include or identify the Spot or Amenities.
(viii) Conduct and Fees. As a SpotHolder, you are solely responsible for ensuring that Spots and Amenities comply with all applicable Laws including any alcoholic beverage laws, local ordinances related to the condition, licensure, or registration of Spots for use by SpotSeekers, and payment of Taxes. We may condition your continued use of the Platform and Services on your providing proof, to our reasonable satisfaction, of your compliance with Laws at any time. All Fees owed by SpotHolders are subject to Fees Overview, Cancellation and Refund Policy. SpotHolders are responsible for their own acts and omissions as well as the acts and omissions of any individuals who work or reside at or are otherwise present at a Spot at your request or invitation, excluding the SpotSeeker and any individuals the SpotSeeker invites to the Spot. If GotSpot, in its sole discretion, determines that a SpotSeeker is entitled to receive a refund in accordance with this GSA, the applicable policy set by GotSpot, and/or the terms of the Booking Agreement between the SpotSeeker and SpotHolder mentioned in the Listing, after the SpotHolder has already been paid, GotSpot will be entitled to recover the amount of any such refund from the SpotHolder, including by subtracting such refund amount out from any future payments due to the SpotHolder.
(ix) Preparation for and Supervision of Event. As a SpotHolder, you are solely responsible for (a) preserving and protecting your Spot and Amenities by removing and/or securing valuable, vulnerable or sensitive items, (b) determining the appropriate types and intensities of permitted uses in your Spot, (c) evaluating the appropriateness of potential SpotSeekers, and (d) supervising and monitoring the Spot and Amenities and your SpotSeeker’s use of the Spot and Amenities for the Event, to the extent (if any) you as SpotHolder determine in your sole judgment. As a SpotHolder, you may terminate an Event or Booking at any time and without advance notice or repayment of any Payments to a SpotSeeker if you determine that (a) a SpotSeeker has materially misrepresented the proposed Event or Booking; (b) the Event as actually planned or undertaken is not in compliance with the originally proposed Booking or the terms of this GSA; (c) permitting the Booking to continue would endanger the safety or security of the Spot of your tenants and residents; or (d) the Booking creates an unreasonable noise, odor, nuisance, or otherwise disturbs the quiet enjoyment of the Spot or your tenant’s or your ability to conduct the day-to-day business operations of the Spot.
(x) Provision of Alcoholic Beverages. If a SpotHolder sells alcoholic beverages, the SpotHolder represents and warrants that: (a) it holds a valid, current alcoholic beverage license from the state and/or local licensing authorities that permits sales of alcohol directly to consumers; (b) that it currently complies and will comply with all alcoholic beverage laws; and (c) that it is responsible to alcoholic beverage authorities for activities or Bookings made on GotSpot and any orders of alcohol beverages under this Agreement. SpotHolder shall maintain all alcoholic beverage permits and licenses necessary and retain order records necessary to provide alcoholic beverage services as required by all applicable alcoholic beverage laws. SpotHolder acknowledges and agrees that orders will be fulfilled based on and under its legal rights under its alcoholic beverage licenses.
B. Terms Applicable to SpotSeekers.
(i) Bookings. Bookings are created when a SpotHolder accepts your booking request. Bookings are a legally binding agreement between you and a SpotHolder and are subject to any additional terms and conditions that the SpotHolder has outlined in their listing description or via messaging, any supplemental Booking Agreements, and other terms set forth by the SpotHolder, which will be provided to you prior to confirmation of a Booking. A Booking creates a contractual relationship between users. Upon Booking a Spot, a SpotSeeker is (i) granted a limited, temporary, revocable license to use a Spot, and (ii) if applicable, a contract for Vendor Services, in the manner, for the time, and subject to all restrictions provided, subject to this Agreement, and as confirmed through the Platform. The scope of the use—including times, specific fees, and other additional terms or limitations—may also be included in or supplemented by a separate Booking Agreement that incorporates the terms and conditions of this Agreement and referenced policies.
(ii) Booking Confirmation. SpotSeekers must have a valid Account in order to complete Bookings. Bookings can be completed by following the Booking process for the applicable Spot. SpotSeekers are encouraged to review the Spot Description, applicable services descriptions, and confirm availability prior to Booking a Spot, SpotHolder Services, or Vendor Services. Some Spots and services may require additional or supplemental verification in order to confirm a Booking. For example, SpotSeekers may be required to verify their age in order to Book certain Spots or to purchase alcoholic beverages for an Event. Applicable Fees and other charges (e.g. a Deposit, if applicable) will be shown before you complete your Booking. You are responsible for all Fees, charges, and Taxes associated with the Booking. All Bookings are subject to our Cancellation and Refund Policy.
(iii) Limited Licenses for Bookings. When you Book a Spot, you are provided a license to enter, occupy, and use the Spot only as described in the Booking and confirmed by the SpotHolder, subject to this GSA and any Booking Agreement. A Booking does not provide you a lease or access or use of the Spot beyond the specified time and Description. SpotHolders retain the right to re-enter the Spot in accordance with your agreement with the SpotHolder.
(iv) Conduct and Fees. You agree to comply with the Community Guidelines and any Booking Agreements throughout the Booking and use the Spot or Vendor Service only as permitted or agreed upon and consistent with the Description, and assure that any attendees do the same. During your Booking, you are responsible for (a) the behavior and acts of any attendees, service providers, or others that access the Spot, (b) ensuring that the use does not exceed any limitations identified in the Booking, (c) coordinating the timely setup or breakdown of your Event, and (d) complying with applicable Laws including acquiring any required licenses or permits for your Event, hiring security personnel for larger Events, or limiting noise to certain times of the day. You are responsible for and accept all liability for any damage done to the Spot or Amenities during your Event by attendees or service providers whether intentional or not, for your failure to comply with applicable Laws, and for any Fines you incur. You agree to return the Spot to the SpotHolder in substantially the condition as provided to you or as otherwise agreed in any Booking Agreement and consistent with the Community Guidelines, and to promptly notify SpotHolders of any damage done to the Spot or Amenities. All Fees owed by SpotSeekers are subject to the Fees Overview, Cancellation and Refund Policy.
(v) Cancellation and Refunds. All Bookings are subject to a grace period, which provides a refund for Bookings cancelled within twenty-four (24) hours from receipt of a Booking Confirmation, so long as the cancellation is not forty-eight (48) hours prior to an Event start time. Cancellations and any refunds that may be available to you are subject to our Fees Overview and Cancellation and Refund Policy. To cancel a Booking, you must submit a request to cancel using the “Cancel Booking” function on the Platform; cancellation requests may not be submitted through any other method, including messages, phone calls, chats or emails. In the event of an authorized cancellation of a confirmed Booking, or if GotSpot cancels a confirmed Booking at any time prior to an Event, GotSpot may, in its sole discretion, issue (i) a partial or full refund; or (ii) a dollar-for-dollar credit (“GotSpot Credit”) that may be applied towards a future Booking.
(vi) Holdovers and Additional Fees. You agree to leave the Spot no later than the end-time of your Event or at such other time as mutually agreed upon between you and the SpotHolder. If you stay past the agreed upon end-time without the SpotHolder’s permission, you no longer have a license to use or stay in the Spot and the SpotHolder is entitled to use lawful means to force you to leave the Spot. Additionally, you agree to pay SpotHolder an overtime charge (“Overtime Charge”) as well as all applicable SpotSeeker Fees, Taxes, and other expenses incurred by the SpotHolder. We may calculate the Overtime Charges based on your exceeding the time (for example, a calculated hourly rate billed in 30-minute increments). You may also be charged for other costs associated with having exceeded the permitted usage of the Booking (for example, exceeding the number of Event attendees) (“Over Capacity Fees”). GotSpot may charge an additional Service Fee for any Overtime Charges, Damage Charges, or any other charges assessed by SpotHolder using the Platform. You may read more about all fees and charged in our Fees Overview. If GotSpot, in its sole discretion, determines that a SpotHolder is entitled to additional fees, charges, or damages in accordance with this GSA, the applicable policy set by GotSpot, and/or the terms of the Booking Agreement between the SpotSeeker and SpotHolder mentioned in the Listing, GotSpot will be entitled to collect any such sums from you required to satisfy the outstanding obligation. GotSpot reserves the right to otherwise collect payment from you and pursue any remedies available to GotSpot in this regard in situations in which you are responsible for fees, charges, or damages, including, but not limited to, in relation to any payment requests made by SpotHolders.
(vii) Using SpotHolder Services. You are responsible for evaluating the description, costs, restrictions, and applicable terms for any SpotHolder Services provided by the SpotHolder in connection with a Booking. You are responsible for identifying and complying with all laws, rules, regulations, and restrictions applicable to your use of any SpotHolder Services. We are not responsible for and disclaim all responsibility for and liability resulting from SpotHolders’ actions or failure to act, for the nature or quality of any SpotHolder Services, and for any loss or injury you or others sustain arising out of or related to SpotHolder Services.
(viii) Using Vendor Services. You may have the ability to Book Vendor Services as part of your Booking. Vendors are independent third-party contractors and are not affiliated with, or under the control of, GotSpot. Vendor Services may be available to Book through the Platform or we may help you do so through On-Demand Services. You understand that Vendor Services are provided by Vendors and not GotSpot. We are not responsible for and disclaim all responsibility for and liability resulting from Vendors’ actions or failure to act, for the nature or quality of any Vendor Services, and for any loss or injury you or others sustain arising out of or related to Vendor Services. You acknowledge that GotSpot may be paid compensation by one or more Vendors in connection with a Booking of Vendor Services.
(ix) Using On-Demand Services. GotSpot may provide On-Demand Services to help coordinate Bookings or Vendor Services for your Event. On-Demand Services may not be available in every city or region and we cannot guarantee that there will be On-Demand Services available for specific Spots or On-Demand Services to fit your specific needs. Where provided, we act as your agent for the limited purposes of identifying Spots and/or Vendor Services that meet your specifications. We will submit any proposals to you for review and acceptance through the platform or via written confirmation. If accepted, we will coordinate any communication and payments between you and the SpotHolder or Vendors resulting from the On-Demand Services. We charge additional Fees for use of On-Demand Services which will be included in your Total Fees. You remain obligated to pay GotSpot any Fees for On-Demand Services even if Vendor Services (other than SpotHolder provided Vendor Services) are confirmed or paid for outside the Platform.
(x) Alcoholic Beverages. GotSpot does not produce, distribute or sell alcoholic beverages, but may relay order information to licensed retailers and/or manufacturers (“Licensees”) who may provide for the sale of alcoholic beverages, either as: (i) a SpotHolder listing Spots where alcoholic beverages are sold; (ii) a SpotHolder offering SpotHolder Services; or (iii) Vendor Services coordinated through On-Demand Services. Neither Licensees nor GotSpot sell alcohol to persons under the age of 21. By using this Platform for Services related to alcoholic beverages you acknowledge, affirm, and represent to GotSpot that you are over the legal age required to buy alcoholic beverages. We make every effort to ensure that alcoholic beverages are not offered, sold, served, or delivered to anyone who is under the age of 21. By using this Platform, you are acknowledging that the person receiving any shipment of alcoholic beverages from a Licensee is over the age of 21. You also agree that any alcohol purchased from a Licensee is intended for personal consumption and not for resale. If you cannot make these affirmations and representations or you do not agree with all of these conditions of use, you may not use the Platform and Services. If you misrepresent your age in order to obtain or provide alcohol to a person under the age of 21, we will report this to the appropriate authorities for prosecution to the fullest extent allowable by law. If we are held liable for any reason based on a misrepresentation of your age, you agree to indemnify GotSpot and/or reimburse GotSpot for all costs, expenses (including legal fees) and damages we and they suffer or incur.
(xi) Attendees. You are responsible for your own acts and omissions as well as the acts and omissions of your invitees or other individuals to whom you provide access to the Spot (collectively referred to as “Attendees”), excluding the SpotHolder and the SpotHolder’s invitees, if applicable. SpotSeekers are required to ensure that Attendees meet any requirements set by the SpotHolder for a Spot or Event, and are made aware of and agree to any terms, conditions, rules, policies, or restrictions set by SpotHolder. You agree that you are responsible for ensuring that all minors are accompanied by an adult responsible for them and that you are legally authorized to act on behalf of any minor Invitee.
You shall acquire and maintain all insurance as required by Law and suitable for you or your business. You are solely responsible for understanding and evaluating what insurance is appropriate to cover damage, loss, injury, legal liability, and other harm specific to you, your business, your Attendees, third parties, the Spot (including personal property within), and deciding what type of coverage, limits and providers are appropriate for you.
D. GotSpot Insurance Offerings
We may, but are not required to, offer you the option to buy certain insurance provided through the Platform by third parties for your Event. We cannot assure and expressly disclaim (i) any liability to you or third parties that any insurance offered or acquired to you through the Platform will appropriately cover or mitigate risks to you, your business, those attending the Event, third parties, the Spot or Amenities, or (ii) endorsement of the quality, character or financial capacity of any insurance company offering insurance products through the Platform or On-Demand Services.
E. Supplemental Insurance
GotSpot may, in its sole discretion, obtain and maintain supplemental insurance policies providing limited supplemental protection of SpotHolders against liability to SpotSeekers, Event attendees or third parties for personal injury or property damage sustained by SpotSeekers, Event attendees or third parties (a “SpotHolder Policy”). Where we elect to provide a SpotHolder Policy, this does not cover damage to the Spot or Amenities and does not eliminate or reduce your obligation to maintain insurance as provided in Section 3.3. Further, where provided, recovery under a SpotHolder Policy will be (i) available only where a SpotHolder fully complies with this GSA, (ii) supplemental to any insurance maintained by SpotHolders, (iii) limited to the terms, conditions, and exclusions of the SpotHolder Policy, (iv) subject to the then applicable claims procedure established by GotSpot and the issuer of the SpotHolder Policy, and (v) subject to a SpotHolder promptly notifying the GotSpot Customer Experience Team of any potential claims. Further, GotSpot or its insurers may amend, modify, or terminate any SpotHolder Policy at any time, with or without notice to you.
F. Damage and Cleaning Fees
(i) Damages to Spots. SpotSeekers are responsible for any damages that a SpotSeeker or his/her/its Attendees cause to a Spot or any personal property at a Spot. SpotHolders shall report any damages along with relevant documentation (“Damages Claim”), to the GotSpot team within 72 hours of the Event end time. GotSpot will then notify the SpotSeeker of the impending Damages Claim charge. If a SpotSeeker does not agree to pay a SpotHolder’s Damages Claim then the Damage Claim will be resolved through the GotSpot Dispute Resolution Process in Title IV.
(ii) Cleaning Fees. While a SpotHolder may charge a Cleaning Fee and is responsible for basic upkeep and removal of trash, SpotSeekers are encouraged to tidy up and be respectful of the space and personal belongings during the booking. Cleaning Fees may be assessed regardless of the wear and tear placed on a Spot (or the personal property within it) during an Event.
Title IV: Disputes, and Binding Arbitration
A. Disputes Between Users
GotSpot encourages all users to resolve disputes informally between themselves. Users should notify GotSpot of a potential User Dispute within 72 hours after an Event and document any damage, disputes, statements, or other material facts that may impact a User Dispute and impact the enforcement of any applicable term, policy, or provision. Disputes between users may be escalated through the following process:
i) Level One: Informal Dispute Resolution Between Users. You agree to first attempt to resolve any disputes, disagreements, or claims that you have with other users (each, a “User Dispute”) in good faith through messaging via the Platform. If users are unable to mutually resolve the User Dispute, then either user may submit the User Dispute to GotSpot’s Disputes Team.
ii) Level Two: Review by GotSpot’s Disputes Team. If informal dispute resolution is not successful, a user may submit a User Dispute for review by submitting a written summary of the User Dispute, including any requested documentation, to GotSpot’s Disputes Team at firstname.lastname@example.org. Where a user is covered by and tenders to supplemental insurance, such insurer may assign an adjuster to review the evidence, and GotSpot will thereafter update the SpotHolder and/or SpotSeeker’s account in accordance with any determination. Where supplemental insurance is omitted, Users agree to cooperate and assist the Disputes Team in good faith and to provide such information and take such actions as is requested by the Disputes Team in connection with the User Dispute. The Disputes Team will attempt to resolve the User Dispute through communication with the users. If users agree to a resolution, or if GotSpot determines in its sole discretion that a user is responsible for fees, damages, costs, refunds, or other amounts, you agree that GotSpot may collect such amounts from you pursuant to this GSA, any Booking Agreement, or any applicable policy. Users agree, upon GotSpot’s reasonable request, to participate in a mediation or similar dispute resolution process with the other user which process will be conducted by GotSpot or a third party selected by GotSpot. Users will not be charged for any mediation or resolution process arranged by GotSpot.
B. Binding Arbitration
(i) Process for Arbitration. You and GotSpot agree that any dispute, claim, or controversy arising out of or relating to this GSA or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the GotSpot Platform or Services (collectively, “Disputes”) will be settled through binding arbitration and not in a court of law, as follows:
if the amount of the Dispute is less than $25,000, resolution shall be administered online by FairClaims (www.fairclaims.com) or another online arbitration provider of our choosing in accordance with their applicable arbitration rules and procedures effective at the time a claim is made. You consent to receive electronic service of process at the email associated with your Account. Where you are delinquent in responding to such process, you will be responsible for any attorney, court, or other fees associated with the delinquency. The party filing the User Dispute will be responsible for payment of any costs associated with that filing, including costs borne by GotSpot. As a part of the User Dispute, you may also seek to recover these costs if you prevail.
if the amount of the dispute, claim or controversy is reasonably $25,000 or more, resolution shall be before a single arbitrator and administered by JAMS. This includes but is not limited to any statutory or common law claims relating to breach, enforcement, or interpretation of this GSA and any Booking Agreement. Any such arbitration will take place in the county where the Booked or Listed Spot is located, unless you and GotSpot mutually agree otherwise. The arbitrator will apply the substantive Laws of California. All claims from $25,000 to $250,000 shall be subject to the JAMS Streamlined Arbitration Rules
The Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern all such arbitrations under this GSA. To initiate such an arbitration, a party will provide a written demand that states both the basis of the claim and the desired relief. Each party irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in this GSA affects the right of any party to complete service of process any other manner permitted by Law.
Once arbitration is initiated as provided in Subsections (1) or (2) above, the parties will share the costs of the arbitration, facilities, and arbitration reporters (as necessary) equally except as otherwise determined by the arbitrator. Each party will be responsible for its own attorneys’ fees and legal costs. The arbitrator may award the prevailing party recovery of any of the costs of arbitration or legal fees as they see appropriate.
(ii) Remedies. The arbitrator may provide for any monetary or other remedies that are available under applicable Law but may not modify the terms of this GSA or any Booking Agreement. The arbitrator will provide a reasoned decision addressing the specifics of the dispute. The decision is binding and not subject to appeal. The parties will act promptly to respect the decision of the arbitrator, including payment of any amounts owed or taking of any action required. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.
(iii) Certain Claims Excluded. Notwithstanding Section 4.2 the parties agree that any claims based on ownership or misuse of the other party’s intellectual property—including patents, copyrights, or trademarks—may be brought before the state or Federal courts located in Harris County, Texas. Either party may also seek provisional remedies for injunctive relief under such claims from a court of competent jurisdiction.
C. Class Action and Jury Waiver
Each party agrees that any action or claim arising from or related to this GSA or any Booking Agreement may only be brought on an individual basis and not part of a class action or consolidated arbitration, or join claims with other users or third parties. Further, each party expressly waives its right to a jury in arbitration and court, where permitted.
You may opt-out of this class action and jury waiver described herein by emailing GotSpot at email@example.com within 30 days of your first use of the Platform or Services. You must include your name, phone number, physical address, and email address in your opt-out notice. This is your only mechanism for opting out of this Section and failure to do so as described constitutes your consent to this waiver. If you choose to opt out of this Section please note that all other provisions in this GSA will remain intact and in full force and effect.
D. Conflict of Rules
If any provision of this Section 4 is found to be invalid or unenforceable, the reviewing court or arbitrator, as applicable, will interpret or revise the provisions only as minimally necessary to comply with Law. All the other provisions will remain enforceable and intact as written.
E. Confidentiality of Proceedings
Any proceedings pursuant to this Section 4 and their results will be maintained as confidential by all parties. Except as may be required by Law, the parties and those persons participating in the proceedings on their behalf will not disclose and will maintain the confidentiality of all materials, testimony, and evidence provided during the proceeding as well as the results of such proceeding. The parties agree to enter into a separate confidentiality agreement or order, as appropriate, to maintain the confidentiality of the proceedings.
Title V: Additional Legal Terms
WE ARE NOT RESPONSIBLE TO YOU OR ANY THIRD PARTY FOR PROVISION, OR FOR THE CONDITION OR NATURE, OF ANY SPACE, SPOTHOLDER SERVICES, OR VENDOR SERVICES. SPOTHOLDERS, SPOTSEEKERS, AND VENDORS ARE INDEPENDENT THIRD-PARTIES AND ARE NOT AFFILIATED, CONTROLLED BY, OR EMPLOYED BY GOTSPOT. SPOTHOLDERS AND VENDORS SET THEIR OWN PRICES, USE THEIR OWN FACILITIES AND RESOURCES, AND MAY CONDITION USE OF SPOTS OR VENDOR SERVICES AS THEY FEEL IS APPROPRIATE FOR THEIR BUSINESS.
YOU UNDERSTAND AND AGREE THAT USE OF THE PLATFORM AND SERVICES ARE AT YOUR OWN RISK. GOTSPOT IS NOT RESPONSIBLE FOR PERFORMING AND DOES NOT PERFORM BACKGROUND CHECKS ON SPOTSEEKERS, SPOTHOLDERS, OR VENDORS (INCLUDING CRIMINAL OR CIVIL CHECKS); DOES NOT REVIEW THE CONDITION OF SPOTS OR ENSURE THAT THEY COMPLY WITH EXISTING LAW, MEET ANY SPECIFIC REQUIREMENTS, OR ARE CONSISTENT WITH THEIR DESCRIPTION; AND DOES NOT GUARANTEE PERFORMANCE OF ANY USER OR THIRD PARTY. ANY INFORMATION PROVIDED TO YOU REGARDING USERS, SPOTS, VENDORS OR VENDOR SERVICES IS ONLY PROVIDED TO FACILITATE YOUR USE OF THE PLATFORM AND IS PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY. GOTSPOT DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, THAT ANY INFORMATION PROVIDED THROUGH THE PLATFORM IS ACCURATE OR COMPLETE, OR THAT ANY USER, SPACE, VENDOR OR VENDOR SERVICE WILL BE PROVIDED TO YOU AS DESCRIBED. GOTSPOT DISCLAIMS ALL RESPONSIBILITY FOR AND LIABILITY RESULTING FROM THE NEGLIGENCE, INTENTIONAL MISCONDUCT, OR CRIMINAL ACTIVITY OF ALL USERS OR THIRD PARTIES, OR ANY INJURY OR PROPERTY DAMAGE THAT OCCURS TO YOU, THIRD PARTIES, OR PROPERTY WHILE ACCESSING OR USING SPOTS OR VENDOR SERVICES. YOU AGREE THAT BOOKINGS CARRY INHERENT RISK, AND BY USING THE SERVICES TO EFFECT A BOOKING, YOU CHOOSE TO ASSUME THOSE RISKS VOLUNTARILY. FOR EXAMPLE, ACTIVITIES OCCURRING IN CONNECTION WITH A BOOKING CARRY RISK OF ILLNESS, BODILY INJURY, DISABILITY OR DEATH, AND YOU FREELY AND WILLFULLY ASSUME THOSE RISKS IN CONNECTION WITH YOUR BOOKINGS. YOU ASSUME FULL RESPONSIBILITY FOR THE CHOICES YOU MAKE BEFORE, DURING AND AFTER YOUR BOOKING. BY MAKING OR ACCEPTING BOOKINGS, YOU REPRESENT AND WARRANT THAT, AS OF THE DATE OF THE APPLICABLE EVENT THAT YOU ARE BOOKING, YOU AND ANY ATTENDEE: (I) DO NOT HAVE A COUGH, FEVER OR OTHER SYMPTOMS OF COVID-19 OR ANY OTHER COMMUNICABLE ILLNESS; (II) HAVE NOT TESTED POSITIVE FOR COVID-19 OR ANY OTHER COMMUNICABLE ILLNESS; AND (III) HAVE NOT BEEN EXPOSED OR COME INTO CONTACT WITH ANYONE WHO HAS TESTED POSITIVE FOR COVID-19 OR ANY OTHER COMMUNICABLE ILLNESS. IN THE EVENT A SPOTHOLDER IS EXPOSED TO COVID-19 OR ANY OTHER COMMUNICABLE ILLNESS, SPOTHOLDER AGREES TO RELEASE AND HOLD HARMLESS SPOTSEEKER AND GOTSPOT FROM ALL LIABILITIES AND CLAIMS THAT ARISE IN ANY WAY FROM ANY INJURY, DEATH, LOSS OR HARM THAT RESULTS, DIRECTLY OR INDIRECTLY, FROM ANY SUCH EXPOSURE; IN THE EVENT A SPOTSEEKER IS EXPOSED TO COVID-19 OR ANY OTHER COMMUNICABLE ILLNESS, SPOTSEEKER AGREES TO RELEASE AND HOLD HARMLESS SPOTHOLDER AND GOTSPOT FROM ALL LIABILITIES AND CLAIMS THAT ARISE IN ANY WAY FROM ANY INJURY, DEATH, LOSS OR HARM THAT RESULTS, DIRECTLY OR INDIRECTLY, FROM ANY SUCH EXPOSURE.
THE PLATFORM AND SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY GUARANTEE OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY FOR YOUR PARTICULAR USE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE DISCLAIM THAT THE PLATFORM OR SERVICES ARE FREE FROM ERROR OR VIRUSES; THAT THEY WILL NEVER CAUSE HARM; THAT THEY MEET OR BE SUITABLE FOR YOUR NEEDS OR REQUIREMENTS; THAT THEY ARE ALWAYS AVAILABLE; OR THAT THEY ACCURATELY REPRESENT SPOTS, SPOTHOLDERS, SPOTSEEKERS, VENDORS OR VENDOR SERVICES. WE EXPRESSLY DISCLAIM ANY OBLIGATION TO CORRECT ERRORS, EVEN THOSE THAT WE ARE AWARE OF, AND MAY CHOOSE TO DISCONTINUE OPERATION OF THE PLATFORM OR SERVICE, OR FEATURES OF EITHER, AT ANY TIME.
B. LIMITATION OF LIABILITY
EXCEPT TO THE LIMITED EXTENT OF THE GOTSPOT FEES (AS DEFINED BELOW) UNDER NO CIRCUMSTANCES OR ANY LEGAL THEORY WILL GOTSPOT OR ITS AGENTS, DIRECTORS, SHAREHOLDERS, MEMBERS, PARTNERS, MANAGERS, OFFICERS, EMPLOYEES, INFORMATION PROVIDERS, DISTRIBUTORS, VENDORS, ATTORNEYS, OR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES (WHETHER DIRECT, INDIRECT, GENERAL, COMPENSATORY, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR OTHERWISE), INJURY, CLAIM OR LIABILITY OF ANY KIND OR CHARACTER BASED UPON OR ARISING FROM YOUR USE OF OR INABILITY TO USE THE PLATFORM OR SERVICES, OR SPOTS OR VENDOR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF YOU ARE DISSATISFIED WITH THE PLATFORM OR SERVICES, OR ANY CONTENT CONTAINED THEREIN, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM AND SERVICES. AS USED HEREIN, “GOTSPOT FEES” SHALL MEAN THE AMOUNT PAID BY YOU TO GOTSPOT, EXCLUDING ANY AMOUNTS THAT WERE PAID OR PAYABLE TO SPOTHOLDERS OR VENDORS, FOR USE OF THE PLATFORM OR SERVICES. THE LIMITATION OF LIABILITY SET FORTH ABOVE APPLIES TO THE EXTENT PERMITTED BY LAW.
You will indemnify, defend, pay, and hold harmless GotSpot and its agents, directors, shareholders, members, partners, managers, officers, employees, information providers, distributors, vendors, attorneys, or affiliates (collectively, “GotSpot Affiliates”) harmless from and against all third-party claims, liabilities, losses, damages, and related expenses (including reasonable legal expenses) (collectively, “Claims”) arising from or related to (a) provision of your Spot (for SpotHolders) or Vendor Service (for Vendors), or use of Spots or Vendor Services (for SpotSeekers); (b) Content you provide through the Platform; (c) your failure to comply with Laws and/or the Rules; (d) your providing of information to GotSpot that is inaccurate or incomplete, (e) your breach of any of your representations, warranties, or obligations under this GSA, (f) any contract or other agreement between you and any other user other than through the Platform, and (g) any bodily injury (including death) or damage to tangible or real property to the extent caused by you or your guests.
The limitation of liability set forth above applies to the extent permitted by law. This indemnification will survive termination of this GSA.
D. Non-US Users
We may allow for use of the Service to List Spots outside of the United States. Where this is permitted, you will be required to ensure that your use of the Service, including Listing or Booking, as applicable, comply with all Laws specific to your country, province, or region. European users may be required to provide information to assist with our collection of VAT or other indirect Taxes, or evidence of your exemption of such Taxes.
E. Right to Amend
We may amend or modify this GSA at any time by posting the modified GSA on our website, sending you a copy via email, or otherwise communicating the amendment to you through the Platform. Your continued use of the Platform or Services after we amend or modify this GSA constitutes your consent to the revised GSA. If you do not agree to the revised GSA, you must close your Account by contacting us.
F. Force Majeure; Cancelations
GotSpot is not responsible or liable for nonperformance caused by telecommunications failures, nonperformance of vendors, fires, pandemics, epidemics, or other acts of nature, strife or acts of political discord, or other events outside its reasonable control (each a “Force Majeure”). Cancellations of Bookings, whether with or without cause, or caused by events outside of your reasonable control, are subject to our Cancellation and Refund Policy. Please review it carefully before Booking a Spot or Vendor Service.
G. No Assignment
You may not assign this GSA or any rights granted to you, including operation or management of your Account, without our prior written consent. Any attempt to do so without our prior consent will be void. We may assign this GSA upon notice to you as part of a sale or transfer of part or all of our business. Any permitted transfer will inure to the benefit of and bind any successors in interest.
H. Entire Agreement; Interpretation.
As used in this GSA, “including” or similar words mean “including but not limited to”; “or” may be read as “either… or…” or “both… and…”; and “such as,” “specifically,” “for example,” or similar words identify non-exclusive lists of examples. Headings and ordering used in this GSA are provided for your convenience and do not affect the interpretation of related provisions. Any monetary amounts described in this GSA will be in USD and “$” will be read to mean United States Dollars.
I. Reformation/ Severability
Where any part of this GSA is found to be invalid or unenforceable, it will be reformed or reinterpreted through force of Law as minimally required to accomplish the objectives while maintaining the original intent of such provision. If such can’t be accomplished, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
GotSpot failure to enforce any right or provisions of this GSA will not constitute a waiver of such right or provision unless acknowledged and agreed to by GotSpot in writing. The exercise by either party of any of its remedies under this GSA will be without prejudice to its other remedies under the GSA or otherwise permitted by Law, except as set forth in these terms.
K. No Third-Party Beneficiaries
This GSA does not and is not intended to confer any rights or remedies on persons other than the parties.
This GSA does not and is not intended to confer any rights or remedies on persons other than the parties. firstname.lastname@example.org. You agree that any email notice from GotSpot is considered accepted by you one day after such notice was sent and will have the same legal effect as if it were physically delivered to you.