THIS AGREEMENT, effective upon logging in (logging in is inferred as acceptance of these terms), is entered into by and between Tableful having an address at 6735 Yucca St #202, LA CA 90028 (hereinafter referred to as "Tableful") and the party using Tableful's platform to create content, promote events, or manage venue operations (hereinafter referred to as "Host").
WHEREAS, Tableful, through its website https://www.tableful.club/, makes available to Hosts services including Guest List RSVPs, tickets, table reservations, seat reservations, and additional purchases, as well as helpful tools such as a request module and messaging (hereinafter "Ticket Purchasing Services");
WHEREAS, The Host is an event promotion company or individual venue operator;
WHEREAS, Tableful is desirous of providing Ticket Purchasing Services to the Host, and the Host is desirous of utilizing Tableful’s services through its platform;
NOW, THEREFORE, in consideration of the terms and mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:
During the term of this Agreement, Tableful, in connection with its Ticket Purchasing Services and through its website https://www.tableful.club/, makes available to Host the following services, together with all additions and modifications in items and services requested by Host and recorded in Tableful’s records:
2.01 Custom Service Agreement: For a custom Service Agreement, including a different Pricing Schedule, the Host should reach out to Tableful directly.
2.02 The Host agrees to actively participate in setting and confirming the prices for offers on the Tableful platform. "Actively participates" entails that the Host is engaged, ensuring that they are fully aware of all set prices, and may either establish these prices directly on the app or agree upon them with a Tableful representative, confirming such prices to maintain accuracy and competitiveness in the offerings available to users.
3.01 The number of guest list guests will be tracked on the Tableful app, and if a commission is paid per guest arrival, the Host agrees to use the Tableful app to scan guests in.
3.02 The Host agrees to set prices for RSVPs and confirmed arrivals. These will be decided either in the application or elsewhere and must be verified by the Host. Once a price has been set and an RSVP has been made by a guest, the Host is committed to that price and cannot make subsequent changes. The Host assumes responsibility for honoring the agreed-upon price for each RSVP, ensuring consistency and reliability in the guest experience.
3.03 Invoicing: Guest list charges will be tracked by Tableful and invoiced every two weeks, ensuring clarity and accuracy in the invoicing process.
4.01 Tableful will manage the invoicing and payouts related to Tickets, VIP tables, and VIP Seats. When Tableful collects money from guests, it will be accounted for, and the due amounts will be sent to the Hosts as per the agreed terms.
4.02 For RSVPs, Tableful will track the responses and invoice the Host for payment based on the agreed terms and conditions.
4.03 Tableful will send payments and invoices to Hosts every two weeks.
4.04 The Host is responsible for settling these invoices as per the agreed payment schedules.
5.01 The Host is expected to provide accurate information on the site, ensure good treatment of guests, and maintain prompt communication (responses within up to 3 days) through all media, including emails and messages through the Tableful app.
5.02 The Host is expected to provide a clean and safe environment for all guests, adhering to all applicable laws and regulations to ensure the well-being of attendees.
6.01 Subject to the provisions for termination set forth below, the term of this Agreement will begin upon acceptance of these terms and continue until either party provides written notice of termination as described in 6.02.
6.02 Early Termination. Either party may terminate this agreement upon 30 days' written notice.
7.01 If the Host fails to pay any amount due under this Agreement or if this Agreement is terminated in whole or in part by Host prior to the expiration of the term, or without providing 30 days’ notice, or by Tableful for cause at any time, the parties agree that actual damages sustained by Tableful shall be substantial and difficult to prove and that Host will pay Tableful on demand, as liquidated damages and not as a penalty, 50% of the average weekly charges for the four full weeks preceding the termination multiplied by the number of weeks remaining in the term of the Agreement.
8.01 All links and pages of https://www.tableful.club/ and materials used by Tableful in the performance of the services of this Agreement, shall remain the property of Tableful. Upon termination of this Agreement, the Host’s access to https://www.tableful.club/ website will be removed.
9.01 Host shall notify Tableful of any discrepancy within twenty-four (24) hours of the completion of the reservation. Any and all billing disputes must be
submitted in writing. Failure to provide such notice will result in the Host waiving their right to dispute the charges.
10.01 Host shall, at Host's sole expense, procure and maintain in full force beginning on the earlier of the effective date of this Agreement, for any purpose, and throughout the Term of this Agreement, insurance against claims for injuries to persons or damages to property, or loss of use of property which may arise from or in connection with the use of the Host or Host's operations.
11.01 Host shall defend, indemnify and hold Tableful and its employees, agents, subsidiaries, and divisions harmless from any claim or loss, and any cost associated therewith (including, but not limited to, reasonable attorneys' fees), arising directly or indirectly from any claim with respect to (A) Tableful’s website, and arising directly or indirectly from Host's negligence or breach of any provision of this Agreement.
12.01 Hosts must not share any private information gained during this partnership.
13.01 Tableful may modify the application, policies, etc., which results in changes in related parts of the service agreement. These parts of the terms may change over time, and Tableful will provide a notification if/when the terms change. Nothing related to payments and finances will be changed without written agreement. Any changes that the Host would like to make must be made in written form and agreed upon in a following contract; Hosts will have up to 1 month to address requests. Until that time or cancellation, the existing terms will be used.
14.01 The termination clause includes the fair payment of finances. Any amounts owed by either party should be paid. Private, sensitive data gained by the Host may not be shared even after separation.
15.01 If they are unable to resolve the dispute by negotiation, the parties agree to participate in a mediation session to attempt to resolve the dispute. The parties agree to work in good faith to resolve the dispute, with the primary interest being the continuity of business operations and safeguarding of reputations. If mediation is unsuccessful, the parties agree to participate in arbitration to resolve the dispute.
16.01 This Agreement shall be interpreted and enforced in accordance with the laws of the State of California. Any action to enforce the terms of this Agreement shall be brought exclusively in the state and/or federal courts situated in the County of Los Angeles and State of California.
17.01 Licenses. Tableful shall maintain all necessary and appropriate licenses, and credentials to https://www.tableful.club/ website, and agrees to immediately notify Host if it loses its certification, accreditation, or license to so act.
17.02 Headings. The headings, subheadings, and numbering of the different sections of this Agreement are inserted for convenience of reference only and are not to be taken as part of this Agreement or to control or affect the meaning, construction, or effect of the same.
17.03 Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of California. Any action to enforce the terms of this Agreement shall be brought exclusively in the state and/or federal courts situated in the County of Los Angeles and State of California.
17.04 Successors in Interest. This Agreement shall inure to the benefit of and shall be binding upon, the assigns and successors in interest of each of the Parties hereto.
17.05 Necessary Acts. Each Party to this Agreement agrees to perform any further acts and execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement.
17.06 Counterparts. This Agreement may be executed in one or more counterparts. When each Party has signed and delivered at least one such counterpart to the others, each counterpart shall be deemed an original and, when taken together with other signed counterparts, shall constitute one Agreement, which shall be binding upon and effective as to all Parties.
17.07 Waiver of Mistake of Fact or Law. In entering into this Agreement, the Parties, and each of them assume the risk of any mistake. If any Party should subsequently discover that any fact relied upon by him or her in entering into this Agreement was untrue, or that his or her understanding of the facts or law was incorrect, such Party shall not be entitled to any relief in connection therewith, including, without limitation, any alleged rights or claim to set aside, rescind or modify this Agreement.
17.08 Construction/Severability. If any provision of this Agreement shall be determined to be invalid, void, or illegal, such provision shall be construed and amended in a manner that would permit its enforcement, but in no event shall such provision affect, impair or invalidate any other provision hereof.
17.09 Waiver. Waiver of any one breach of any provision hereof shall not be deemed to be a waiver of any other breach of the same or any other provision(s) hereof.
17.10 Agreement Acknowledgment. By logging in and using the platform, the Host acknowledges that they have read and understand the terms and scope of this Agreement, and intend to be legally bound by these terms.
17.11 Assignment. Each Party hereto warrants that he or she has made no assignment of any claim, chose in action, right of action, or any other right of any kind, which is the subject of this Agreement or which is released pursuant to this Agreement, and that no other person or entity has or had any interest of any kind in the claims referred to herein.
17.12 Notice. Any notice required or permitted to be given pursuant to this Agreement shall be deemed effective upon personal delivery or facsimile transmission. Any notice sent by mail shall be deposited with the United States Postal Service by first class mail, postage prepaid, and addressed as follows (or to such other address as a respective Party shall identify and notify all other Parties in the manner permitted hereunder).
If to Tableful:
If to Host:
Tableful will reimburse the Host their portion of sales as follows:
These Tableful Terms of Use (this “Agreement”) apply to your access or use of the https://www.tableful.club/ website (the “Tableful Site”) and the content, features, and services (the “Services”) made available by Tableful. In this Agreement, “Tableful” and “we” mean the Tableful company that is providing the Services to you, and with whom you are entering into this Agreement. The terms “User” and “you” mean any user of the Services. This Agreement incorporates Tableful’s standard policies, procedures, and terms and conditions for use of the Services that are referenced by name or by links in this Agreement (collectively, the “Tableful Policies”).
By accessing or using the Services or by clicking “accept” or “agree” to this Agreement, (1) you acknowledge that you have read, understand, and agree to be bound by this Agreement, and (2) you represent and warrant that you are of legal age and not prohibited by law from accessing or using the Services (including, if applicable, purchasing, giving, using, or redeeming any Tableful discount codes (as such terms are defined herein)). THIS AGREEMENT CONTAINS, AMONG OTHER THINGS, AN ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER APPLICABLE TO USERS WHO ARE RESIDENTS OF THE UNITED STATES (INCLUDING ITS POSSESSIONS AND TERRITORIES), CANADA AND MEXICO.
Tableful may update or revise this Agreement (including any Tableful Policies) from time to time. You agree that you will review this Agreement periodically. You are free to decide whether or not to accept a modified version of this Agreement, but accepting this Agreement, as modified, is required for you to continue using the Services. You may have to click “accept” or “agree” to show your acceptance of any modified version of this Agreement. If you do not agree to the terms of this Agreement or any modified version of this Agreement, you must terminate your use of the Services, in which case you will no longer have access to your Account (as defined below). Except as otherwise expressly stated by Tableful, any use of the Services (e.g., the use of the Ticket Purchasing Services (as defined herein), or Payment Services (as defined herein)) is subject to the version of this Agreement in effect at the time of use.
1. Ticket Purchasing Services. Tableful makes available for purchase VIP club seats (the “Ticket Purchasing Services”) through the Tableful Site to User for the purpose of assisting User in securing club table seating at participating third party clubs (each, a “Club”). By using the Ticket Purchasing Services, User agrees to receive confirmations, updates, modifications and/or cancellations by email or other electronic messages. Please review Tableful’s Purchase Policy (as defined herein), which (in addition to these Terms) will govern Ticket Purchasing Services, including any refunds or exchanges. Resale or attempted resale of reservations is prohibited and is grounds for, among other things, termination of your access to the Ticket Purchasing Services. Tableful may impose conditions on User’s use of any coupon, promotional code or gift card. User will pay all charges incurred by User at the price(s) in effect when such charges are incurred, including any applicable taxes. User may only use credit or debit cards, gift cards or vouchers that belong to User or to people who expressly authorize User to use such payment methods.
User agrees not to attempt to conceal identity by using multiple email addresses, or by any other means, to conduct transactions on the Tableful Site. User will not hold Tableful liable if User does not comply with laws related to User’s transactions. Tableful may provide law enforcement with information User provides to Tableful related to Ticket Purchasing Services to assist in any investigation or prosecution of User. If Tableful is unable to verify or authenticate any information User provides during any registration, ordering, purchase, authentication, delivery, payment or remittance process, or any other process, or if Tableful is no longer able to verify or authorize User’s credit card or bank account information, the Ticket Purchasing Services may be cancelled, Tableful may refuse to honor all pending and future ticket purchases made with those credit card or bank accounts and/or via any online accounts associated with those credit card or bank accounts. Tableful may also prohibit User from using the Tableful Site.
2. Tableful Promo Code. Tableful makes available to its Users a promotional code (“Promo Code”) which User may apply to any table seat purchases made utilizing Ticket Purchasing Services. Using Promo codes will credit your purchase to the promoter associated with that account. Promo codes might have percentage or set amount discounts associated with them.
3. Payment Services. Tableful’s goal is to make your purchasing experience easy, efficient and equitable. The following is designed to ensure your satisfaction and understanding of the purchase process on the Tableful Site.
4. Currency. All Ticket Purchasing Services prices are stated in U.S. Dollars.
5. Payment Methods. Tableful accepts several methods of payment to accommodate your needs. Tableful accepts, among other forms of payment, American Express, Visa, MasterCard, Discover, Apple Pay, and debit card payments.
6. Who You Are Buying From. Tableful acts as the platform that assists Users in securing VIP club table seating at participating third party Clubs. Tableful generally sells tickets on behalf of the participating Clubs.
7. Pricing and Availability. Tableful sells VIP club table seating tickets on behalf of third party Clubs, which means we do not set the ticket prices or determine seating locations. Our clients typically set the price of their tickets.
8. Order Confirmation. If you do not receive a confirmation number (in the form of a confirmation page or email) after submitting payment information, or if you experience an error message or service interruption after submitting payment information, it is your responsibility to confirm with Tableful whether or not your order has been placed. Only you may be aware of any problems that may occur during the purchase process. We will not be responsible for losses (monetary or otherwise) if you assume that an order was not placed because you failed to receive confirmation.
9. Service Fees and Order Processing Fees. Whereas buying a full table will not cost the user more than the venue charges, purchases of split table seats on our Site are subject to a per order service.
10. Canceled and Rescheduled Events. Occasionally, events are canceled or postponed. If the event is rescheduled to a date and time within twelve months of the date and time originally scheduled, User may use the ticket to attend the event at the rescheduled date and time. In the event, the event is not rescheduled within twelve months of the date and time originally scheduled, User may exchange this ticket for another ticket, comparable in price and seating location, to another event that is designated as a the office replacement event on Tableful Site.
11. Refunds, Exchanges, and Sharing Tickets. Before purchasing tickets, carefully review your purchase. Tickets purchased on Tableful Site are not subject to any refund, bear no cash value, and are not redeemable for cash. If issued as a complimentary ticket, this ticket is not exchangeable or redeemable for another ticket to any other event or performance or for any other consideration, monetary or otherwise.
It is unlawful to reproduce this ticket in any form.
You agree that you will not attempt to evade, avoid, or circumvent any refund prohibitions in any manner with regard to tickets you purchased. Without limiting the generality of the foregoing, you will not contact us to seek a refund or exchange from us, and you will not dispute or otherwise seek a "chargeback" from the company whose credit card you used to purchase tickets from the Tableful Site. Should you do so, your tickets are subject to immediate cancellation, and we may, in our sole discretion, refuse to honor pending and future ticket purchases made from all credit card accounts or online accounts on which such chargebacks have been made, and may prohibit future purchases from all persons in whose name the credit card accounts exist and any person who accesses any associated online account or credit card or who otherwise breaches this provision from using the Tableful Site.
You can share tickets you purchase with others. The Tableful Site offers an internal approach. After purchasing a ticket, you may then send it to another user using their email. If that email is not associated with an account on the Tableful Site, the ticket will be sent to that email address, but if it associated to an email, the ticket will also be sent internally and will be available at the account of the recipient.
12. Account, Order, and Billing Information Verification. All information on accounts and orders must be valid and are subject to verification. Orders that are placed, or attempted to be placed, using an account in which any information entered is found to be false, misleading, incorrect, incomplete or cannot be verified as belonging to the account holder, such as name, address, email address, phone number, IP address, or other, are subject to cancellation, at any time. Furthermore, we may cancel your order and sell your tickets to another customer without further notice. Orders are subject to credit card approval and processed only after the billing address, associated with your credit card, and other billing information, has been verified.
13. Delivery Options. When you purchase a table or seat, you will be able to view your ticket in (1) the Tableful Site and (2) will receive an email confirmation of your purchase that contains the ticket(s). You may either print these tickets and use them during entry or use the digital version on the app or in your email.
14. License; Ejection and Cancellation; No Redemption Value. You agree to comply with participating Club’s applicable rules, policies, terms and conditions ("Club Rules"). The Club reserves the right, without refund of any amount paid, to refuse admission to, or eject, any person whose conduct management deems disorderly, who uses vulgar or abusive language or who fails to comply with Club Rules. Breach of terms or rules will terminate your license to attend the event without refund. A ticket is a revocable license and admission may be refused upon refunding the ticket's face amount. A ticket is not redeemable for cash.
15. You Are Subject to Search. You and your belongings may be searched on entry to the Club. You consent to such searches and waive any related claims that may arise. If you elect not to consent to such searches, you may be denied entry to the event without refund or other compensation.
16. Privacy Policy. Tableful is committed to helping you safeguard your privacy online. Please review our Privacy Policy for details about how we collect, use, and disclose information in connection with the Services.
17. Your Account. You must create an account with Tableful through the Tableful Site (“Account”) in order to use the Ticket Purchasing Services. When registering for an Account, you must provide true, accurate, current, and complete data about yourself on the Tableful registration form (“Registration Data”). You also agree to promptly update the Registration Data to keep it true, accurate, current, and complete. You are solely responsible for maintaining the confidentiality of your Account and the information in your Account, and, except as otherwise required by applicable law, you are solely responsible for all use of your Account, whether or not authorized by you. You agree to immediately notify Tableful of any unauthorized use of your Account or any other breach of security related to your use of the Services.
18. Communications from Tableful. If you use our Site and Services, Tableful may communicate with you via electronic messages, including email, text message/SMS, or mobile push notifications in accordance with our privacy policy.
19. Technical Requirements. Use of the Services requires Internet access through your computer or mobile device. You are responsible for all mobile carrier data or text message charges resulting from your use of the Services, including from any notifications provided by the Services. In order to use the text message based services, you must maintain an active account with a carrier of electronic communications through mobile devices and you may not use a prepaid cellular phone to access such text message services. Tableful does not guarantee that the Services will be compatible with all devices or will be supported by all mobile carriers. You may be required to have JavaScript (or similar technologies) enabled to use the Tableful Site, and some features and portions of the Tableful Site (including, but not limited to, making, modifying, or canceling reservations) may not be accessible with JavaScript disabled.
20. Modifications to Services. Tableful reserves the right, in its sole discretion, to modify the Services from time to time and without notice, including, without limitation, by removing, adding, or modifying portions of the Tableful Site, Clubs, and/or Merchants. Tableful shall have no liability to you for any of the foregoing actions. If you object to any such changes, your sole recourse shall be to cease using the Services. Continued use of the Services following any such changes shall indicate your acknowledgment of such changes and satisfaction with all the Services.
21. Intellectual Property Rights and Grant of Rights to User. The features, information, and materials provided and depicted through the Services are protected by copyright, trademark, patent, and other intellectual property laws. All text, graphical content, video, data, and other content made available through the Services (collectively, the “Tableful Content”) are provided to User by Tableful or its partners or licensors solely to support User’s permitted use of the Services. The Tableful Content may be modified from time to time by Tableful in its sole discretion. Except as expressly set forth herein, no license is granted to User for any other purpose, and any other use of the Services or the Tableful Content by User shall constitute a material breach of this Agreement. Tableful and its partners or licensors retain all rights in the Services and Tableful Content and any associated patents, trademarks, copyrights, mask work rights, trade secrets, or other intellectual property rights. No license, right, or interest in any trademarks of Tableful or any third party is granted under this Agreement.
22. Use Restrictions. The Services and Tableful Content are offered solely for User’s personal use for the purposes described in this Agreement. Any and all other uses are prohibited. Tableful expressly reserves all its rights and remedies under applicable laws (including state, federal, and provincial/territorial laws). Tableful reserves the right, in its sole discretion, to refuse service, terminate Accounts, remove or edit content, or deny access to the Services. You agree not to (and not to allow any third party to): (1) use any deep-link, robot, spider, scraper, or other automatic or manual device, process, or means to access, copy, search, or monitor any portion of the Services or Tableful Content, except as expressly authorized by Tableful; (2) take any action that imposes or may impose (in Tableful’s sole determination) an unreasonable or a disproportionately large load on the Services or Tableful’s infrastructure; (3) utilize any device, software, or routine that will interfere or attempt to interfere with the functionality of the Services; (4) rent, lease, copy, provide access to or sublicense any portion of the Services or Tableful Content to a third party; (5) use any portion of the Services or Tableful Content to provide, or incorporate any portion of the Services or Tableful Content into, any product or service provided to a third party; (6) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Tableful); (7) modify any Services or Tableful Content or create any derivative product from any of the foregoing; (8) remove or obscure any proprietary or other notices contained in the Services or Tableful Content; (9) use the Services or Tableful Content for any illegal purpose; or (10) publicly disseminate information regarding the performance of the Services or Tableful Content or access or use the Services or Tableful Content for competitive analysis or benchmarking purposes. Although the Tableful Site may be accessible worldwide, not all features or services discussed, referenced, provided or offered through or on the Tableful Site are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. Tableful reserves the right to limit, in its sole discretion, the provision and quantity of any feature or service to any person or geographic area.
23. United States Government End Users. The Services constitute a “commercial item” as defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire Tableful Site with only those rights set forth therein.
24. Export Control. You may not use, export, or re-export Tableful Site or other aspects of the Services (or any copy or adaptation of the foregoing) in violation of applicable law, including, without limitation, United States and foreign export laws and regulations. You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country and that you are not listed on any U.S. Government list of prohibited or restricted parties.
25. Termination. Tableful may suspend your ability to use all or any element of the Services or may terminate this Agreement effective immediately, without notice or explanation. Without limiting the foregoing, Tableful may suspend your access to the Services if we believe you to be in violation of any part of this Agreement (including any Tableful Policies). After any suspension or termination, you may or may not be granted permission to use the Services or re-establish an Account. You agree that Tableful shall not be liable to you for any termination of this Agreement or for any effects of any termination of this Agreement. You are always free to discontinue your use of the Services at any time. You understand that any termination of your Account may involve deletion of any content stored in your Account for which Tableful will have no liability whatsoever.
26. Reviews, Comments, Communications, and Other Content. The Services may permit you to submit, transmit, post or otherwise provide content, including, but not limited to, reviews, comments, ratings, photos, images, videos, sounds, text, data, links and location information; send emails and other communications; and submit suggestions, ideas, comments, questions, or other information (“User Content”). Any such User Content must not be illegal, threatening, obscene, racist, defamatory, libelous, pornographic, infringing of intellectual property rights, promoting of illegal activity or harm to groups and/or individuals, invasive of a third party’s publicity or privacy rights, purposely false or otherwise injurious to third parties, or objectionable and must not consist of or contain software, computer viruses, commercial solicitation, political campaigning, chain letters, mass mailings, any form of “spam” or references to illegal activity, malpractice, purposeful overcharging, false advertising, or health code violations (e.g., foreign objects in food, food poisoning, etc.). Your User Content should be unbiased and objective. You may not submit reviews, comments or ratings for which you are being compensated in any manner, or for your own restaurant or any restaurant of your employer, friend, relative or a competitor. You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of User Content. The name or handle you choose to provide to Tableful may be displayed publicly with such User Content. Tableful reserves the right (but has no obligation) to monitor, remove, or edit User Content in Tableful’s sole discretion, including if User Content violates this Agreement (including any Tableful Policies), but you acknowledge that Tableful may not regularly review submitted User Content. If you do submit User Content, and unless we indicate otherwise, you grant Tableful a nonexclusive, perpetual, royalty-free, irrevocable, and fully sublicensable (through multiple tiers, including to restaurants, partners and other third party websites and feeds) right to use, modify, reproduce, adapt, translate, publish, create derivative works from, distribute, display, and otherwise exploit such User Content throughout the world in any media, and, where applicable, you hereby waive any privacy or publicity rights or any similar rights in an individual’s name or likeness in addition to any moral or other rights you may have in the User Content you submit in favor of Tableful. You represent that you own, or have the necessary permissions to use and authorize the use of User Content as described herein. Tableful takes no responsibility and assumes no liability for any User Content submitted by you or any other User or third party, nor do we guarantee any confidentiality with respect to User Content.
27. Your Representations and Indemnity. You represent and warrant that you own or otherwise control all of the rights to any User Content submitted by you; that all User Content submitted by you is accurate; and that exploitation of such User Content by Tableful and its other Users, partners, and licensees will not violate this Agreement, cause injury to any person or entity, or infringe any third-party rights (including, without limitation, intellectual property rights and rights of privacy or publicity). You will indemnify, hold harmless, and (at Tableful’s request) defend Tableful, its affiliates, and its and their representatives, agents, directors, managers, officers, employees, and shareholders (collectively, the “Tableful Parties”) from and against all claims resulting from (1) any User Content submitted by you, (2) your use of the Services, or (3) any breach or alleged breach by you of this Agreement.
28. Liability Limitations. EXCEPT AS EXPRESSLY SPECIFIED HEREIN, IN NO EVENT SHALL THE TABLEFUL PARTIES BE LIABLE FOR ANY INJURIES, LOSSES, CLAIMS, OR DIRECT DAMAGES OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARISE OUT OF OR ARE ANY WAY CONNECTED WITH (1) THIS AGREEMENT (INCLUDING ANY CHANGES THERETO), (2) ANY USE OF THE TABLEFUL SITE, SERVICES, THE TABLEFUL CONTENT, OR THE USER CONTENT, (3) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE ANY COMPONENT OF ANY OF THE SERVICES), OR (4) YOUR VISIT TO ANY CLUB, CONDUCT, OR POLICIES OF ANY CLUB OR MERCHANT IN CONNECTION WITH THE SERVICES. IN ADDITION, YOU SPECIFICALLY UNDERSTAND AND AGREE THAT ANY THIRD PARTY DIRECTING YOU TO THE TABLEFUL SITE BY REFERRAL, LINK, OR ANY OTHER MEANS IS NOT LIABLE TO USER FOR ANY REASON WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES OR LOSS ASSOCIATED WITH THE USE OF THE SERVICES OR THE TABLEFUL CONTENT. TABLEFUL IS NEITHER AN AGENT OF NOR OTHERWISE ASSOCIATED WITH ANY CLUB FOR WHICH A USER HAS MADE A RESERVATION, CLAIMED AN OFFER OR PROMOTION, OR PAID A BILL USING THE PAYMENT SERVICES. IF THE DISCLAIMER OF DIRECT DAMAGES ABOVE IS NOT ENFORCEABLE AT LAW, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THE TERMS, YOU EXPRESSLY AGREE THAT OUR LIABILITY TO YOU (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO FIFTY US DOLLARS ($50).
You and Tableful understand and agree that the disclaimers, exclusions, and limitations in this Section 33 and in Section 34 are essential elements of this Agreement and that they represent a reasonable allocation of risk. In particular, you understand that Tableful would be unable to make the Services available to you except on these terms and agree that this Agreement will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
29. Disclaimer of Warranties. YOU UNDERSTAND THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND TABLEFUL CANNOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE SERVICES, ALL TABLEFUL CONTENT, AND ANY OTHER INFORMATION, PRODUCTS, AND MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SERVICES, ARE PROVIDED TO USER ON AN “AS IS” BASIS AND WITHOUT WARRANTY OF ANY KIND. TABLEFUL EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, OR INDEMNITIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE , TITLE, OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. TABLEFUL DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT TABLEFUL WILL REVIEW THE INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE SERVICES FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN ANY SUCH INFORMATION OR MATERIALS WITHOUT LOSS. TABLEFUL SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF TABLEFUL. THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
30. Third-Party Websites, Applications and Services. The Services may contain hypertext links to websites and applications operated by parties other than Tableful. Such hypertext links are provided for User’s reference only, and Tableful does not control such websites and is not responsible for their content. Tableful’s inclusion of any hypertext links to such websites or applications does not imply any endorsement of the material on such websites or applications or any association with their operators. Tableful assumes no liability whatsoever for any such third-party websites, applications or any content, features, products, or services made available through such third-party websites or applications. Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited will be a third-party beneficiary to this contract if you access the Services using applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary's terms of service, including any license transferability and other usage rules therein.
31. Release. Clubs and Merchants are solely responsible for their interactions with you and any and all claims, injuries, illnesses, damages, liabilities, and costs (“Claims”) suffered by you as a result of your interaction with or visit to any Club or Merchant or from any promotion, offer, product or service of any Club or Merchant. Users must resolve all disputes directly with Clubs. To the maximum extent permitted by applicable law, you hereby release the Tableful Parties from any and all such Claims. IN CONNECTION WITH THE FOREGOING, IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” You hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the release of any unknown or unsuspected claims you may have against the Tableful Parties pertaining to the subject matter of this Section 31.
32. Severability. If any of the provisions, or portions thereof, of this Agreement are found to be invalid under any applicable statute or rule of law, then, that provision (or portion thereof) notwithstanding, this Agreement shall remain in full force and effect and such provision or portion thereof shall be deemed omitted.
33. Assignment. This Agreement and the rights granted and obligations undertaken hereunder may not be transferred, assigned, or delegated in any manner by User, but may be freely transferred, assigned, or delegated by Tableful.
34. Waiver. Any waiver of any provision of this Agreement, or a delay by any party in the enforcement of any right hereunder, shall neither be construed as a continuing waiver nor create an expectation of non-enforcement of that or any other provision or right.
35. ARBITRATION AGREEMENT AND JURY TRIAL WAIVER, CLASS ACTION WAIVER, AND FORUM SELECTION CLAUSE. If you are a resident of the United States (including its possessions and territories) or Canada, you agree that any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and the Tableful Parties or their successors or assigns shall exclusively be settled through binding and confidential arbitration. If you are a resident in Mexico, you hereby expressly waive any right to exercise a class action before a Mexican court against Tableful and Tableful Parties, pursuant to the terms of the Federal Code of Civil Procedure (CódigoFederal de ProcedimientosCiviles) and any other applicable Mexican legislation. Arbitration shall be subject to the Federal Arbitration Act and not any state or provincial/territorial arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes. As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the “Rules and Procedures”). In the case of arbitration and where permitted by law, you are thus agreeing to GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that you file in small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT. In the case of arbitration and where permitted by law, you and Tableful must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR TABLEFUL MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Tableful will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (4) Tableful also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5) the arbitrator shall honor claims of privilege and privacy recognized at law; (6) the arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and, in such instance, the fees and costs awarded shall be determined by the applicable law. Notwithstanding the foregoing, either you or Tableful may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in Los Angeles County, California. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in Los Angeles County, California in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within Los Angeles County, California for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate. With the exception of Tableful Parties (1) and (2) in this Section (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting part was not contained herein. If, however, either subpart (1) or (2) is found to be invalid, unenforceable, or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor Tableful shall be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration (including any claims brought by parties outside the United States or Canada), the dispute shall be exclusively brought in state or federal court located in San Francisco County, California. For more information on AAA, the Rules and Procedures, or the process for filing an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
36. Choice of Law. This Agreement is made under and shall be governed by and construed in accordance with the laws of the State of California, U.S.A, consistent with the Federal Arbitration Act (to the extent permitted by applicable law), without giving effect to any principles that provide for the application of the law of another jurisdiction.
37. Third Party Services. By agreeing to these terms of service, you are also agreeing to the terms of the following services:
YouTube Terms of Service: https://www.youtube.com/t/terms