Terms of Use – Partie

These Terms of Use (the "Terms of Use" or "Terms") apply to the services and information (collectively, the "Services") that Partie Partners, LLC ("Partie," "we," "our", or "us") provides to you, including those that we make available through our website at www.partie.com, our mobile and desktop apps, and our other means of delivering such Services to you, such as through our APIs (collectively, our "Platform"). These Terms govern your use of the Platform and your provision of information while using the Platform (collectively, the "Submitted Content"). Please read these Terms carefully because they impose legal obligations on you and on Partie, and establish our legal relationship.

To assist you in using the Platform and to ensure a clear understanding of the relationship arising from your use of the Platform, we have created (i) these Terms of Use, and (ii) the Privacy Policy. Our Privacy Policy explains how we treat information you provide to us through the Platform, including Personal Information (as such term is defined in the Privacy Policy), and our Terms govern your use of our Platform, including the services available on the Platform (the "Services"). Our Terms and Privacy Policy apply to anyone that uses or visits our Platform (collectively, "you"), including (a) individuals who use or visit our Platform without registering an account ("Guest Users") and (b) individuals who are, or are seeking to become, registered users ("Registered Users"). The terms "Partie", "we", "our", and "us" refer to Partie Partners, LLC.

1. Your Agreement.

You must be 13 years or older to use our Platform. Do not use our Platform unless you are at least 13 years of age. If you have reached the age of majority in your jurisdiction, then by accessing our Platform you agree that you have read, understood, and accept to be bound by the Terms. If you are 13 years or older, but have not reached the age of majority in your jurisdiction, then by accessing our Platform, you agree that your parent or guardian has reviewed and accepts to be bound by these Terms.

Moreover, if you are agreeing to these Terms of Use on behalf of a company, our partner organization, or other legal entity ("Your Organization"), then (i) you represent and warrant that you have authority to act on behalf of, and to bind Your Organization and (ii) for all purposes in these Terms and the Privacy Policy, the term "you" means Your Organization on whose behalf you are acting.

IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, THEN PLEASE DO NOT ACCESS OR USE OUR PLATFORM.

2. Your Consent to Our Privacy Practices.

Our Privacy Policy explains how we treat information that you provide to us, including through the Platform. By accessing our Platform, you consent to our privacy practices as set out in our Privacy Policy, which is available at: http://part.ie/privacypolicy

3. Registration; Password Protection.

We may make certain areas of the Platform accessible only to users that have a password. While you can visit the Platform as a Guest User, to access and participate in our Services, you must become a Registered User. For example, only Registered Users can subscribe to our paid Services, participate in Partie Meetups (PM), and manage reward points. During the registration process, you will be required to provide certain information about you. You agree that the information you provide to us in this process is complete and accurate.

If you become a Registered User, and if you obtain a password, please keep in mind that we will treat anyone who uses your user name and password as "you." We will provide this user with all of the rights and privileges that we provide to you, and we will hold you responsible for the activities of a person using your password. Therefore, we recommend that you maintain your user name and password in confidence, and that you refrain from disclosing this information to anyone who might "pretend" to be you with respect to the Platform and your participation in the Services. Please notify us immediately if you suspect that someone is using your user name and/or password in an inappropriate manner.

4. Fees; Payment.

4.1. Fees.

Certain services and features of the Platform are accessible only to our users who have purchased paid subscriptions to such services and features (the "Premium Services"). More information about the perks of enrolling in the Premium Services is available on our website, located at [http://subscription.partie.com]. In consideration of Partie's provision of Premium Services during the applicable subscription term, you shall pay Partie the subscription fees (the "Fees"). Fees are due initially upon your subscription to the Premium Services, and then automatically charged to your credit card on a monthly or annual basis thereafter, based on the billing term you choose, and for so long as you choose to maintain your subscription. All Fees are non-refundable. If you choose to terminate your subscription to the Premium Services, upon the expiration of the then-current subscription term, your access to the applicable Premium Services shall immediately terminate.

4.2. Taxes.

All Fees are stated exclusive of taxes. Partie may charge you for, and you shall pay, all taxes, assessments, charges, duties, or levies imposed by any taxing authority relating to the Fees. Applicable taxes include sales, goods and services, use, lease, excise, consumption, stamp duty, value added, and gross receipts taxes. You are not required to pay or reimburse Partie for any of Partie's employment taxes or any taxes imposed on or measured by Partie's net or gross income or property ownership.

4.3. No Refunds.

You agree that all Fees paid by you are non-refundable, and including any Fees for Premium Services or other amounts paid to us.

5. Ownership; Reservation of Rights.

All information, software, videos, audio, pictures, logos, trademarks, trade dress, and other content on the Platform or embodied in our Services, including all associated intellectual property rights (collectively, the "Partie Content"), are the property of Partie and its licensors, and protected by U.S. and international copyright and other intellectual property laws, or are used under the principles of fair use. Partie and its licensors retain all rights with respect to the Platform and the Partie Content except those expressly granted to you in these Terms. You agree not to duplicate, publish, display, distribute, modify, or create derivative works from the material available through the Platform unless specifically authorized in writing to do so by Partie.

6. Grant of Rights to You in Partie Content.

Subject to your compliance with these Terms, we grant to you a limited, non-exclusive, non-transferrable, worldwide right to access, execute, perform, and otherwise use the Platform and Partie Content solely for your personal use, and provided that you shall not: (i) license, sublicense, sell, resell, distribute, or otherwise commercially exploit the Platform or Partie Content; (ii) modify or make derivative works based upon the Platform or Partie Content; or (iii) reverse engineer, reverse compile, or access the Platform or the Partie Content in order to build a competitive product or service. You may access and view the Platform and the Partie Content for use solely as provided in these Terms, and you may not modify, copy, distribute, or otherwise use the Platform or the Partie Content for any other purposes.

7. Partie Rules.

As a condition to your use of the Platform, you agree to follow our rules ("Partie Rules") set out below. These Partie Rules are intended to ensure that all of our users can use the Platform in a safe, fun, and legal manner. In using our Platform or participating any Services, you will not:

Upload, email, share, message, post, or otherwise transmit Submitted Content that is unlawful, obscene, vulgar, harmful, hateful, violent, sexually suggestive, threatening, abusive, defamatory, or is otherwise objectionable. For example, don't share pornographic or "NSFW" images or videos (or links to such contents) in chatrooms or make comments that others will find offensive or hurtful.
Share any material that impacts or invades the privacy of others, such as photographs, video clips, sound recordings, Personal Information, or other materials that reveal personal, private, or sensitive information about another person, without that person's consent. Don't participate in the practice of researching and sharing private information (sometimes referred to as "doxing") about another Partie user, or cyberbully or harass other users.
Submit falsified, confusing, or deceptive information during the registration process or otherwise, for example, in attempt to impersonate or pose as another person, organization, or brand. Don't create or use a username or other identifier on our Platform that infringes anyone's rights of publicity or privacy.
Infringe anyone's copyright, patent, trademark, trade secret, or other proprietary rights. You may not share materials subject to copyright protection over the Platform without the copyright owner's permission, or without a legitimate "fair use" justification for the transmittal.
Distribute material that contains viruses, Trojan horses, worms, or other devices or methods that are intended to damage, interfere with, intercept, or expropriate any system, data, or Personal Information.
Use the Platform to artificially generate traffic or page links to a website, or for any other purpose not expressly allowed under these Terms.
Use the Platform in a manner that could disable, overburden, or impair the Platform or interfere with anyone's use and enjoyment of the Platform, such as through sending "spam" email or messages to other users.
Use the Platform to test or reverse engineer the Platform. Do not attempt to find limitations or vulnerabilities of our Platform, or to evade filtering capabilities in our Platform.
Seek to obtain access to any materials or information through hacking, data harvesting, or through other means we have not intentionally made available to you through the Platform.
Use the Platform for any purpose that is illegal or prohibited by these Terms. For example, do not use the Platform to violate any law, statute, or regulation.

8. Monitoring; Revocation or Suspension of Use Privileges.

We reserve the right at any time to (i) monitor your use of the Platform, and (ii) terminate or suspend your use of some or all portions of the Platform if you engage in activities that we conclude, in our discretion, breach our Partie Rules or otherwise violate these Terms or our Privacy Policy.

Although we have no – and assume no – obligation to monitor activities on the Platform, please understand that we may employ filters designed to detect and block inappropriate content under our Partie Rules. We reserve the right to request edits to remove any information or material, in whole or in part, that we believe, in our sole discretion, is incompatible with our Partie Rules. IF YOU DO NOT REMOVE OBJECTIONABLE CONTENT IN RESPONSE TO OUR REASONABLE REQUESTS, THEN WE RESERVE THE RIGHT TERMINATE YOUR USE OF SOME OR ALL OF THE PLATFORM OR SERVICES, AND TO REMOVE THE CONTENT AT ISSUE.

Our Partie Rules are based in many instances on principles of applicable law. Accordingly, users who violate our Partie Rules may be exposed under these laws to criminal charges, and civil liability to harmed parties for compensatory damages and attorney's fees. Partie reserves the right at all times to disclose information that it deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, consistent with our Privacy Policy.

9. Reports and Complaints.

If you believe that a user has acted inappropriately, such as by violating our Partie Rules, then you may report your concerns by contacting us as set out in Section 23 (Contact Us).

10. Links to Third-Party Platforms.

The Platform may contain links to third party websites or third party features (collectively, the "Linked Sites"). Linked Sites may include websites operated by third parties that we engage to provide certain Services on our behalf, such as to process your subscription payments. Partie does not own these Linked Sites and Partie does not assume any responsibility or liability for any content, opinions, material available on Linked Sites, or such Linked Sites' privacy practices with respect to information that you provide to the Linked Sites. Partie does not endorse the content of any Linked Site or warrant that a Linked Site will be free of computer viruses or other harmful code that can impact your computer or other web-access device. By using the Platform to link to another site (including Linked Sites), you agree and understand that such use is at your own risk.

Be aware that if you submit Personal Information to a Linked Site, then the Personal Information that you submit to the Linked Site shall be governed by the Linked Site's privacy policy and terms of use, and not by our Privacy Policy or these Terms of Use; provided, however, if such Linked Site is collecting and/or processing such Personal Information on our behalf, then we will treat the Personal Information in accordance with our Privacy Policy.

11. Content You Submit to Partie.

11.1. Submitted Content.

If you provide us with Submitted Content for posting on our Platform or for any other use as contemplated under our Privacy Policy, then we will treat the Submitted Content as non-confidential and non-proprietary to you. By providing Submitted Content, and subject to your rights in Personal Information set out in our Privacy Policy, you authorize us to use and allow others to copy, modify, display, distribute, perform, use, and otherwise exploit the Submitted Content in any manner and in any location, channel, or medium, all without compensation to you and for so long as we deem warranted (collectively, the "Use Rights"). In addition, you authorize us to grant any third party some or all of the Use Rights. By way of example, and not limitation, the Use Rights include the right for us to publish Submitted Content on our Platform in whole or in part, and whether cropped, adopted, altered, or otherwise manipulated, for as long as we choose. Moreover, by providing Submitted Content, you represent and warrant that you have sufficient authority and right to provide the content and to provide these Use Rights.

11.2. Personal Information.

Notwithstanding anything to the contrary, if you provide Submitted Content, then we will treat such Submitted Content as non-confidential and non-proprietary to you. Submitted Content that you provide to us may, once published, be publicly available to anyone. Although we may review Submitted Content prior to using it, we make no representations or warranties regarding any Submitted Content or our review of such Submitted Content. In addition, any Personal Information that is included in Submitted Content may be posted on our Platform or otherwise used and may be made publicly available. As such, please use discretion when including Personal Information and other details in Submitted Content that you provide to us.

11.3. Information about Others.

If you provide us with information about another individual or otherwise include information about another individual with Submitted Content, you expressly acknowledge and agree that you have sufficient legal authority to act on that individual's behalf.

11.4. Right to Decline Submitted Content.

We expressly reserve the right to refuse to use (or to disable or remove) Submitted Content that we conclude, in our sole discretion, violates these Terms or our Privacy Policy, or is incompatible with the purposes of our Platform or operations.

12. User Conduct; User Disputes.

Partie is not responsible or liable for Submitted Content or user conduct. You are solely responsible for your Submitted Content, conduct, and interaction with other Platform users, both online or offline. We have no obligation to become involved in disputes between Platform users. If you have a dispute with another site user, then you release Partie (and our subsidiaries, affiliates, officers, directors, agents, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

13. General Rules for Bounties, Challenges, and Similar Contests.

Partie may choose from time to time to make available to you and others the opportunity to participate in bounties, challenges, and similar contests. If Partie makes such bounties, challenges, and similar contests available to you and others, and you choose to participate in the same, then your participation shall be governed by the following applicable rules: [http://part.ie/rules].

14. Warranty Disclaimer.

PARTIE DOES NOT PROMISE THAT THE PLATFORM, PARTIE CONTENT, OR SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR WITHOUT INACCURACIES. THE PLATFORM, PARTIE CONTENT, AND SERVICES ARE DELIVERED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WHEN YOU ACCESS THE PLATFORM, PARTIE CONTENT, OR SERVICES, YOU DO SO AT YOUR OWN RISK. PARTIE DOES NOT WARRANT OR REPRESENT THAT MATERIALS YOU DOWNLOAD FROM THE PLATFORM WILL BE FREE OF VIRUSES OR OTHER HARMFUL FEATURES.

PARTIE DISCLAIMS: (i) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (ii) ANY RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, OR LEGALITY OF INFORMATION AVAILABLE THROUGH THE PLATFORM (INCLUDING PARTIE CONTENT) OR SERVICES; AND (iii) ANY RESPONSIBILITY OR LIABILITY FOR HARM RESULTING FROM DOWNLOADING OR ACCESSING INFORMATION THROUGH THE PLATFORM (INCLUDING PARTIE CONTENT), INCLUDING HARM CAUSED BY VIRUSES OR SIMILAR DESTRUCTIVE FEATURES. YOU EXPRESSLY AGREE THAT USE OF THE PLATFORM, PARTIE CONTENT, AND SERVICES IS AT YOUR SOLE RISK.

15. Limitation of Liability.

UNDER NO CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT, OR NEGLIGENCE, WILL PARTIE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE PLATFORM, PARTIE CONTENT, AND SERVICES. IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO YOU FOR ANY LOSS, DAMAGE, OR CLAIM RELATED TO OR ARISING OUT OF THE SITE, PARTIE CONTENT, OR SERVICES EXCEED AMOUNT OF FEES PAID BY YOU TO PARTIE. You agree that in the event that you have any right, claim, or action against any third party arising out of such party's use of the Platform, then you will pursue such right, claim, or action independently of and without recourse to us.

16. Indemnity.

You agree to defend, indemnify, and hold Partie and its subsidiaries, affiliates, officers, directors, agents, and employees harmless from any liability to third parties, including reasonable attorneys' fees, arising from or related to your breach of these Terms or the Privacy Policy.

17. Contact for Alleged Copyright Infringement.

Partie respects the intellectual property rights of others and requires that its users do the same. If you believe that any content (including Submitted Content and Partie Content) on the Platform or other activity taking place on the Platform constitutes infringement of a work protected by copyright (each, a "Work"), please notify us as follows:

Stuart Shanus
Shanus Law
11150 Santa Monica Boulevard
Suite 1400
Los Angeles, CA 90025
Phone: (310) 633-2327
Email: Shanus@shanuslaw.com

Your notice must comply with the Digital Millennium Copyright Act (17 U.S.C. §512) (the "DMCA"). Upon receipt of a compliant notice, we will respond and proceed in accordance with the DMCA.

We have implemented a repeat infringer policy to address instances in which a particular user is subject to multiple DMCA notifications (the "Repeat Infringer Policy"). If we determine that a user has violated our Repeat Infringer Policy, then we may take in our sole discretion any number of steps including, but not limited to, issuing warnings to the applicable user, suspending or terminating that user's account, and/or any interim measures that we deem appropriate.

18. Modifications to these Terms; Assignment.

We may modify and change these Terms over time. We will not "retroactively" change these Terms, and any modifications we make shall take effect proactively, once you next access the Platform. Please feel free to print out a copy of these Terms for your records. These Terms shall not be assignable by you, either in whole or in part. Partie reserves the right to assign its rights and obligations under these Terms.

19. General.

These Terms shall be governed in all respects by the laws of the State of California without giving effect to its conflicts of law provisions. Both parties submit to the personal jurisdiction of and venue in the state and federal courts located in the judicial district that includes Los Angeles, CA. The parties further agree that any cause of action arising under these Terms or our Privacy Policy shall exclusively be brought in such courts. If any provision of these Terms is held to be invalid or unenforceable, then such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Partie's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. Subject to Section 22 (Relationship to Privacy Policy and Other Contracts), this agreement and the terms and conditions contained herein set forth the entire understanding and agreement between Partie and you with respect to the subject matter hereof and supersede any prior or contemporaneous understanding, whether written or oral.

20. Additional Terms.

Certain portions of the Platform or Services offered through it may be subject to additional or different terms and conditions, including the End User License Agreement. We will notify you if a Service or portion of the Platform is subject to terms and conditions that differ from these Terms, and you will have the opportunity to decline to participate in such Service or Platform if you do not agree with the differing terms and conditions.

21. Survival.

In addition to any right or obligation that by its nature or intent is intended to survive the termination or expiration of these Terms, the following Sections shall survive any termination or expiration of these Terms and shall apply indefinitely: (i) Section 5 (Ownership; Reservation of Rights); (ii) Section 4 (Fees; Payment); (iii) Section 14 (Warranty Disclaimer); (iv) Section 15 (Limitation of Liability); (v) Section 16 (Indemnity); (vi) Section 18 (Modification to these Terms; Assignment); and (vii) Section 19 (General).

22. Relationship to Privacy Policy and Other Contracts.

These Terms must be read in conjunction with (i) other agreements into which you and Partie may enter concerning the Platform (if any), and (ii) our Privacy Policy. The provisions of our Privacy Policy are incorporated herein. To the extent these Terms conflict with the terms of our Privacy Policy, the terms of our Privacy Policy shall control. Similarly to the extent these Terms conflict with the terms and conditions of any specific agreement you enter with us, the terms and conditions of such specific agreement shall control.

23. Contact Us.

If you have any questions about these Terms, the practices of our Platform, or your dealings with our Platform, please contact us by using the information below, or by other means of communication as described on our Platform: support@partie.com.

24. Effective Date.

The effective date of these Terms of Use is February 9th, 2021.

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