Terms of Service

Please read these Terms of Service carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the VenueTap Platform, you agree to comply with and be bound by these Terms of Service.

Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement ("Agreement") between you and VenueTap (as defined below) governing your access to and use of the VenueTap website, subdomains, applications or aps, portals, or any other interfaces through which VenueTap makes its services available (collectively, "Interface") and all associated services (collectively, "VenueTap Services").

The Interface and VenueTap Services together are hereinafter collectively referred to as the “VenueTap Platform”. Any and all of our other policies applicable to your use of the VenueTap Platform are incorporated by reference into this Agreement.

When these Terms mention “VenueTap,”“we,”“us,” or “our,” it refers to the VenueTap company you are contracting with. VenueTap is based in Colorado, United States and the jurisdiction associated with your VenueTap account is in Colorado, United States.

Privacy Policy

Our Privacy Policy describes our collection and use of personal information in connection with your access to and use of the VenueTap Platform.

Payment Services

Any and all payment processing services through or in connection with your use of the VenueTap Platform ("Payment Services") are provided to you by one or more VenueTap entities or by a third party payment processing entity.

Vendor Compliance

Vendors alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their Listings and Vendor Services. Some states or cities have laws that restrict their ability to vendor paying vendees for short periods or provide certain Vendor Services. In some states or cities, Vendors may have to register, get a permit, or obtain a license before providing certain Vendor Services (such as preparing food, serving alcohol for sale, guiding tours or operating a vehicle).

Vendor are alone responsible for identifying and obtaining any required licenses, permits, or registrations for any Vendor Services they offer.

Prohibited Vendors

VenueTap maintains the sole right to prohibit or restrict any types of Vendors it desires from using the VenueTap Platform. Penalties may include fines or other enforcement. For guidance on local, state, and federal laws that may apply to your venue, you should seek legal guidance.

1. Scope of VenueTap Services

1.1 The VenueTap Platform is an online marketplace that enables registered users (“Vendors or Vendees”) and certain third parties who offer services and venues (Vendors or Vendees and third parties who offer services are “Vendors”, venues they offer are “Venues” and the services they offer are “Vendor Services”) to publish such Venues and Vendor Services on the VenueTap Platform (“Listings”) and to communicate and transact directly with Vendors or Vendees that are seeking to book such Venues and Vendor Services (Vendors or Vendees using Venues and Vendor Services are “Vendees”).

1.2 Venues may include, but is not limited to, buildings, facilities, land, or property a Vendor offers for a defined period of time to be used by a Vendee for a defined purpose.

1.3 Vendor Services may include the offering insurance services, food services, beverage and alcohol services, event planning services, and other services that may be associated with the Venue.

1.4 As the provider of the VenueTap Platform, VenueTap does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Listings, Venues, or Vendor Services. Vendors alone are responsible for their Listings and Vendor Services. When Vendors make or accept a booking, they are entering into a contract directly with the Vendee. VenueTap is not and does not become a party to or other participant in any contractual relationship between Vendor and the Vendee.

1.5 5 VenueTap is not a real estate broker or insurer provider. VenueTap is not acting as an agent in any capacity for any Vendor or Vendee.

2. Disputes between Vendors and Vendees

2.1 While VenueTap may help facilitate the resolution of disputes, VenueTap has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Listings, Venues, or Vendor Services, (ii) the truth or accuracy of any Listing descriptions, Ratings, Reviews, or other content (as defined below), or (iii) the performance or conduct of any Vendor, Vendee, or third party.

2.2 2 VenueTap may provide recommendations for third party service providers. However, VenueTap is not represent and is not an agent of the third party service providers. All relationship are directly between the third party service providers, the Vendors, and/or the Vendees.

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

2.4 4 Any references to a Vendor or Vendee being "verified" (or similar language) only indicate that the Vendor or Vendee has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by VenueTap about any Vendor or Vendee.

2.5 VenueTap does not perform background check and is not required to verify any information provided by the Vendors or the Vendees, including of the Vendor’s or Vendee's identity, background, trustworthiness, or other information. VenueTap does not verify the safety or suitability of a Venue or Venue Service. You should always exercise due diligence and care when deciding whether to use Venue, use Vendor Services, accept a booking request from a Vendee, or communicate and interact with other Vendors or Venees, whether online or in person. If we choose to conduct identity verification or background checks on any Vendor or Vendee, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Vendor or Vendee or guarantee that a Vendor or Vendee will not engage in misconduct in the future.

2.6 Images (as defined below) are intended only to indicate a photographic representation of a Listing or Venues at the time the photograph was taken. Images are not an endorsement by VenueTap of any Vendor or Listing.

2.7 If you choose to use the VenueTap Platform as a Vendor, your relationship with VenueTap is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of VenueTap for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of VenueTap.

2.8 VenueTap does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of the Venues or the Vendor Services. You acknowledge and agree that you have complete discretion whether to list Venues, Vendor Services, or otherwise engage in other business or employment activities.

2.9 To promote the VenueTap Platform and to increase the exposure of Venues and Listings to potential Vendees, Venues, Listings, and other content may be displayed on other website, in applications, within emails, and in online and offline advertisements.

2.10 VenueTap cannot guarantee the continuous and uninterrupted availability and accessibility of the VenueTap Platform. VenueTap may restrict the availability of the VenueTap Platform or certain areas or features thereof, if this is necessary. VenueTap may improve, enhance and modify the VenueTap Platform and introduce new VenueTap Services from time to time.

3. Modification of these Terms

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

4. Eligibility, Using the VenueTap Platform, Vendor or Vendee Verification

4.1 You must be at least 21 years old and able to enter into legally binding contracts to access and use the VenueTap Platform or register an VenueTap Account. By accessing or using the VenueTap Platform you represent and warrant that you are 21 or older and have the legal capacity and authority to enter into a contract.

4.2 You will comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that (i) neither you nor your Venues or Vendor Service(s) are located or take place 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

4.3 VenueTap may make restrict or limit access to and use of the VenueTap Platform, or certain areas or features of the VenueTap Platform, based on certain conditions or requirements. The conditions and requirements include, but are not limited to, completing a verification process, meeting specific quality or eligibility criteria, meeting ratings or reviews thresholds, or a Vendor or Vendee’s transactional, booking, or cancellation history. The access to or use of certain areas and features of the VenueTap Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the VenueTap Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise.

4.4 VenueTap does not assume any responsibility for the confirmation of any identity of VenueTap Platform users. VenueTap may, but have no obligation to (i) ask Vendors or Vendees to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Vendors or Vendees, (ii) screen Vendors or Vendees against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a Vendor or Vendee, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available).

4.5 5 If you access or download the Interface from an application store, you agree to the terms and service of the application store. Some areas of the VenueTap Platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.

4.6 6 You are responsible for maintaining the confidentiality and security of your VenueTap Account credentials and may not disclose your credentials to any third party. You must immediately notify VenueTap if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your VenueTap Account. You are liable for any and all activities conducted through your VenueTap Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).

5. Account Registration

5.1 To access and use certain features of the VenueTap platform, VenueTap may require you to register an account ("VenueTap Account"). If you are registering an VenueTap Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.

5.2 You can register an VenueTap Account using an email address and creating a password or through social media or other preexisting accounts.

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

5.4 Unless authorized by VenueTap, you may not register more than one VenueTap Account or assign or otherwise transfer your VenueTap Account to another party.

5.5 VenueTap may enable features that allow you to authorize other Vendors or Vendees or certain third parties to take certain actions that affect your VenueTap Account. These features do not require that you share your credentials with any other person. No third party is authorized by VenueTap to ask for your credentials and you shall not request the credentials of another Vendor or Vendee.

6. Service Fees

6.1 VenueTap may charge fees to Vendors ("Vendor Fees") and/or Vendees ("Vendee Fees") (collectively, "Service Fees") in consideration for the use of the VenueTap Platform.

6.2 Any applicable Service Fees (including any applicable Taxes) will be displayed to a Vendor or Vendee prior to publishing or booking a Listing. VenueTap reserves the right to change the Service Fees at any time, and will provide Vendors or Vendees adequate notice of any fee changes before they become effective.

6.3 You are responsible for paying any Service Fees that you owe to VenueTap. The applicable Service Fees (including any applicable Taxes) are collected by VenueTap. VenueTap will deduct any Vendor Fees from the Listing Fee before remitting the payout to the Vendor. Any Vendee Fees are included in the Total Fees collected by VenueTap.

6.4 Except as otherwise provided on the VenueTap Platform, Service Fees are non-refundable.

7. Content

7.1 VenueTap may, at its sole discretion, enable Vendors or Vendees to create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the VenueTap Platform ("Vendor or Vendee Content")

7.2 VenueTap may, at its sole discretion, enable Vendors or Vendees to access and view Vendor or Vendee Content and any content that VenueTap itself makes available on or through the VenueTap Platform, including proprietary VenueTap content and any content licensed or authorized for use by or through VenueTap from a third party ("VenueTap Content" and together with Vendor or Vendee Content, "Collective Content").

7.3 The VenueTap Platform, VenueTap Content, and Vendor or Vendee Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the VenueTap Platform and VenueTap Content, including all associated intellectual property rights, are the exclusive property of VenueTap and/or its licensors or authorizing third-parties. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by VenueTap or its licensors, except for the licenses and rights expressly granted in these Terms.

7.4 You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the VenueTap Platform, VenueTap Content or Vendor or Vendee Content.

7.5 All trademarks, service marks, logos, trade names, and any other source identifiers of VenueTap used on or in connection with the VenueTap Platform and VenueTap Content are trademarks or registered trademarks of VenueTap in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the VenueTap Platform, VenueTap Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.

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

7.7 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the VenueTap Platform or Collective Content, except to the extent you are the legal owner of certain Vendor or Vendee Content or as expressly permitted in these Terms.

7.8 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Vendor or Vendee Content on or through the VenueTap Platform, you grant to VenueTap a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such Vendor or Vendee Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Vendor or Vendee Content to provide and/or promote the VenueTap Platform, in any media or platform.

7.9 Unless you provide specific consent, VenueTap does not claim any ownership rights in any Vendor or Vendee Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Vendor or Vendee Content.

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

7.11 You will not post, upload, publish, submit or transmit any Vendor or Vendee Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates any of VenueTap’s policies.

7.12 VenueTap may, without prior notice, remove or disable access to any Vendor or Vendee Content that VenueTap finds to be in violation of these Terms or VenueTap’s then-current Policies or Standards, or otherwise may be harmful or objectionable to VenueTap, its Vendors or Vendees, third parties, or property.

7.13 VenueTap respects copyright law and expects its Vendors or Vendees to do the same. If you believe that any content on the VenueTap Platform infringes copyrights you own, please notify us.

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

8. Terms specific for Vendors

8.1 Listing Venues

8.1.1 Unless expressly allowed by VenueTap, you may not list more than one Venue per Listing.

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

8.1.3 You represent and warrant that any Listing you post and the booking of or stay by a Vendee stay at a Venue will (i) not breach any agreements you have entered into with any third parties, such as owners association, condominium, or other agreements, and (ii) comply with all applicable laws (such as zoning laws), tax requirements, and other rules and regulations (including having all required permits, licenses and registrations).

8.1.4 As a Vendor, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who reside at or are otherwise present at the Venue at your request or invitation, excluding the Vendee and any individuals the Vendee invites to the Venue.

8.2 Terms applicable to all Listings

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

8.2.2 You are solely responsible for setting a price (including any taxes if applicable, or charges such as cleaning fees) for your Listing (“Listing Fee”).

8.2.3 Once a Vendee requests a booking of your Listing, you may not request that the Vendee pays a higher price than in the booking request.

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

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

8.3 Insurance and Liability

8.3.1 VenueTap recommends that Vendors obtain appropriate insurance for their Vendor Services. Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Vendees (and the individuals the Vendee has booked for, if applicable) while using a Venue or Vendor Service.

8.3.2 When you accept or have pre-approved a booking request by a Vendee, you are entering into a legally binding agreement with the Vendee and are required to provide your Vendor Service(s) to the Vendee as described in your Listing when the booking request is made. You also agree to pay the applicable Vendor Fee and any applicable Taxes.

9. Terms specific for Vendees

9.1 Terms applicable to all bookings

9.1.1 Subject to meeting any requirements (such as completing any verification processes) set by VenueTap and/or the Vendor, you can book a Listing available on the VenueTap Platform by following the respective booking process. All applicable fees, including the Listing Fee, Security Deposit (if applicable), Vendee Fee and any applicable Taxes (collectively, “Total Fees”) will be presented to you prior to booking a Listing. You agree to pay the Total Fees for any booking requested in connection with your VenueTap Account.

9.1.2 Upon receipt of a booking confirmation from VenueTap, a legally binding agreement is formed between you and your Vendor, subject to any additional terms and conditions of the Vendor that apply, including in particular the applicable cancellation policy and any rules and restrictions specified in the Listing.

9.1.3 VenueTap will collect the Total Fees at the time of the booking request or upon the Vendor’s confirmation. For certain bookings, Vendees may be required to pay or have the option to pay in multiple installments.

9.1.4 If you book a Vendor Service on behalf of additional vendees, you are required to ensure that every additional vendee meets any requirements set by the Vendor, and is made aware of and agrees to these Terms and any terms and conditions, rules and restrictions set by the Vendor.

9.1.5 If you are booking for an additional vendee who is a minor, you represent and warrant that you are legally authorized to act on behalf of the minor. Minors may only a Venue or other Vendor Service if accompanied by an adult who is responsible for them.

9.2 Booking Venues

9.2.1 You understand that a confirmed booking of a Venue (“Venue Booking”) is a limited license granted to you by the Vendor to enter, occupy and use the Venue for the duration of your event, during which time the Vendor (only where and to the extent permitted by applicable law) retains the right to re-enter the Venue, in accordance with your agreement with the Vendor.

9.2.2 You agree to leave the Venue no later than the checkout time that the Vendor specifies in the Listing or such other time as mutually agreed upon between you and the Vendor.

9.2.3 If you use the Venue past the agreed upon checkout time without the Vendor's consent (“Overstay”), you no longer have a license to stay in the Venue and the Vendor is entitled to make you leave in a manner consistent with applicable law.

9.2.4 In addition, you agree to pay, if requested by the Vendor, for additional fees or costs, you authorize VenueTap to charge you to collect Overstay Fees. A Security Deposit, if required by a Vendor, may be applied to any Overstay Fees due for a Vendee’s Overstay.

9.3 Booking Venues and Vendor Services

9.3.1 You should carefully review the description of any Venue, Event or other Vendor Service you intend to book to ensure you (and any additional vendees you are booking for) meet any minimum age, proficiency, fitness or other requirements which the Vendor has specified in their Listing.

9.3.2 Certain laws, like the minimum legal drinking age in the location of the Venue, Event or other Vendor Service, may also apply. You are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to your participation in use of a Venue or Vendor Service.

9.3.3 Before and during an use of a Venue, Event, or other Vendor Service you must at all times adhere to the Vendors’ instructions.

10. Ratings and Reviews

10.1 Within a certain timeframe after completing a booking, Vendees and Vendors can leave a public review (“Review”) and submit a star rating (“Rating”) about each other. Ratings or Reviews reflect the opinions of individual Vendors or Vendees and do not reflect the opinion of VenueTap. Ratings and Reviews are not verified by VenueTap for accuracy and may be incorrect or misleading.

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

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

10.4 Ratings and Reviews are part of a Vendor or Vendee’s public profile and may also be surfaced elsewhere on the VenueTap Platform (such as the Listing page) together with other relevant information such as number of bookings, number of cancellations, average response time and other information.

10.5 Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

11. Damage to Venues, Disputes between Vendors or Vendees

11.1 As a Vendee, you are responsible for leaving the Venue (including any personal or other property located at the Venue) in the condition it was in when you arrived. You are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you invite to, or otherwise provide access to, the Venue, excluding the Vendor (and the individuals the Vendor invites to the Venue, if applicable).

11.2 If a Vendor claims and provides evidence that you as a Vendee have damaged a Venue or any personal or other property at a Venue ("Damage Claim"), the Vendor can seek payment from you directly. VenueTap is not responsible for any Damage Claim and bears not responsibility in collecting damages for the Damage Claim. VenueTap may, at is sole discretion, aid a Vendor or a Vendee in resolving a Damage Claim.

11.3 A Vendor or Vendee may make a claim under your owner's, renter's or other insurance policy related to any Damage Claim. You agree to cooperate with and assist the Vendor or Vendee in good faith, and to provide the Vendor or Vendee with such information as may be reasonably requested by the Vendor or Vendee, to make a claim under your owner's, renter's or other insurance policy, including, but not limited to, executing documents and taking such further acts as the Vendor or Vendee may reasonably request to assist the Vendor or Vendee in accomplishing the foregoing.

12. Booking Modifications, Cancellations and Refunds, Resolution Center

12.1 Vendors and Vendees are responsible for any modifications to a booking that they make via the VenueTap Platform or direct VenueTap customer service to make ("Booking Modifications"), and agree to pay any additional Listing Fees, Vendor Fees or Vendee Fees and/or Taxes associated with such Booking Modifications.

12.2 12.2 Vendees can cancel a confirmed booking at any time pursuant to the Listing’s cancellation policy, and VenueTap will refund the amount of the Total Fees due to the Vendee in accordance with such cancellation policy. Unless extenuating circumstances exist, any portion of the Total Fees due to the Vendor under the applicable cancellation policy will be remitted to the Vendor.

12.3 If a Vendor cancels a confirmed booking, the Vendee will receive a full refund of the Total Fees for such booking within a commercially reasonable time of the cancellation. In some instances, VenueTap may allow the Vendee to apply the refund to a new booking, in which case VenueTap will credit the amount against the Vendee’s subsequent booking at the Vendee’s direction. Further, VenueTap may publish an automated review on the Listing cancelled by the Vendor indicating that a booking was cancelled. In addition, VenueTap may (i) keep the calendar for the Listing unavailable or blocked for the dates of the cancelled booking, and/or (ii) impose a cancellation fee.

12.4 For Venues and Vendor Services, if inclement weather creates an unsafe or uncomfortable scenario for Vendees, Vendors may modify or cancel a Vendor Service. If there is a substantial change in the itinerary or the Vendor Service needs to be cancelled, VenueTap will work with the Vendor and/or Vendees to provide Vendees an alternative date for the Vendor Service, an appropriate refund or a rebooking.

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

12.6 If a Vendee suffers a Travel Issue, VenueTap may determine, in its sole discretion, to refund the Vendee part or all of the Total Fees.

12.7 If, as a Vendor, your Vendee cancels a confirmed booking or VenueTap decides that it is necessary to cancel a confirmed booking, and VenueTap issues a refund to the Vendee its Refund Policy, or other applicable cancellation policy, you agree that in the event you have already been paid, VenueTap will be entitled to recover the amount of any such refund from you, including by subtracting such refund amount out from any future Payouts due to you.

13. Taxes

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

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

13.3 You understand that any appropriate governmental agency, department and/or authority ("Tax Authority") where your Venue is located may require Taxes to be collected from Vendees or Vendors on Listing Fees, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these Taxes may be required to be collected and remitted as a percentage of the Listing Fees set by Vendors, a set amount per day, or other variations, and are sometimes called "transient occupancy taxes,""hotel taxes,""lodging taxes,""city taxes,""room taxes" or "tourist taxes" ("Occupancy Taxes").

13.4 In certain jurisdictions, VenueTap may decide in its sole discretion to facilitate collection and remittance of Occupancy Taxes from or on behalf of Vendees or Vendors, in accordance with these Terms ("Collection and Remittance") if such jurisdiction asserts VenueTap or Vendors have an Occupancy Tax collection and remittance obligation. In any jurisdiction in which we decide to facilitate direct Collection and Remittance, you hereby instruct and authorize VenueTap (via VenueTap) to collect Occupancy Taxes from Vendees on the Vendor's behalf at the time Listing Fees are collected, and to remit such Occupancy Taxes to the Tax Authority. The amount of Occupancy Taxes, if any, collected and remitted by VenueTap will be visible to and separately stated to both Vendees and Vendors on their respective transaction documents. Where VenueTap is facilitating Collection and Remittance, Vendors are not permitted to collect any Occupancy Taxes being collected by VenueTap relating to their Venues in that jurisdiction.

13.5 You agree that any claim or cause of action relating to VenueTap's facilitation of Collection and Remittance of Occupancy Taxes shall not extend to any supplier or vendor that may be used by VenueTap in connection with facilitation of Collection and Remittance, if any. Vendees and Vendors agree that we may seek additional amounts from you in the event that the Taxes collected and/or remitted are insufficient to fully discharge your obligations to the Tax Authority, and agree that your sole remedy for Occupancy Taxes collected is a refund of Occupancy Taxes collected by VenueTap from the applicable Tax Authority in accordance with applicable procedures set by that Tax Authority.

13.6 VenueTap reserves the right, with prior notice to Vendors, to cease the Collection and Remittance in any jurisdiction for any reason at which point Vendors and Vendees are once again solely responsible and liable for the collection and/or remittance of any and all Occupancy Taxes that may apply to Venues in that jurisdiction.

14. Prohibited Activities

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

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

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

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

15. Term and Termination, Suspension and other Measures

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

15.2 You may terminate this Agreement at any time by sending us an email. If you cancel your VenueTap Account as a Vendor, any confirmed booking(s) will be automatically cancelled and your Vendees will receive a full refund. If you cancel your VenueTap Account as a Vendee, any confirmed booking(s) will be automatically cancelled and any refund will depend upon the terms of the Listing’s cancellation policy.

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

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

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

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

15.5 If we take any of the measures described above (i) we may refund, at our sole discretion, your Vendees in full for any and all confirmed bookings that have been cancelled, irrespective of preexisting cancellation policies, and (ii) you will not be entitled to any compensation for pending or confirmed bookings that were cancelled.

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

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

16. Disclaimers

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

16.2 You agree that you have had whatever opportunity you deem necessary to investigate the VenueTap Services, laws, rules, or regulations that may be applicable to your Listings and/or Vendor Services you are receiving and that you are not relying upon any statement of law or fact made by VenueTap relating to a Listing.

16.3 You agree that some Venues, Events, other Vendor Services, or the third party payment systems may carry inherent risk, and by participating in such services, you choose to assume those risks voluntarily. For example, some Venues may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those Vendor Services.

16.4 You assume full responsibility for the choices you make before, during and after your use of a Venue, Vendor Service, or the third party payment services. If you are bringing a minor as an additional vendee, you are solely responsible for the supervision of that minor throughout the duration of your stay at the Venue and to the maximum extent permitted by law, you agree to release and hold harmless VenueTap from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to that minor during the stay or use of the Venue or Vendor Service or in any way related to the Venue or Vendor Service.

16.5 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.

17. Liability & Indemnification

17.1 You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the VenueTap Platform and Collective Content, your publishing or booking of any Listing via the VenueTap Platform, your uses of a Venue or use of any other Vendor Service, participation in the third party payment service, or any other interaction you have with other Vendors or Vendees whether in person or online remains with you.

17.2 You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the VenueTap Platform and Collective Content, your publishing or booking of any Listing via the VenueTap Platform, your uses of a Venue or use of any other Vendor Service, participation in the third party payment service, or any other interaction you have with other Vendors or Vendees whether in person or online remains with you.

17.3 Except for our obligations to pay amounts to applicable Vendors pursuant to these Terms or an approved payment request under the VenueTap Vendor Guarantee, in no event will VenueTap’s aggregate liability arising out of or in connection with these Terms and your use of the VenueTap Platform including, but not limited to, from your publishing or booking of any Listings via the VenueTap Platform, or from the use of or inability to use the VenueTap Platform or Collective Content and in connection with any Venue, Event, Vendor Services, the third party payment service, or interactions with any other Vendors or Vendees, exceed the amounts you have paid or owe for bookings via the VenueTap Platform as a Vendee in the twelve (12) month period prior to the event giving rise to the liability, or if you are a Vendor, the amounts paid by VenueTap to you in the twelve (12) month period prior to the event giving rise to the liability, or one hundred U.S. dollars (US$100) (or equivalent local currency), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between VenueTap and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

17.4 If you reside outside of the U.S., this does not affect VenueTap’s liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.

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

18. Dispute Resolution and Arbitration Agreement

By accepting these Terms of Service, you agree to be bound by this arbitration clause and class action waiver.

18. Dispute Resolution and Arbitration Agreement

Byaccepting these Terms of Service, you agree to be bound by thisarbitration clause and class action waiver.

18.1 This Dispute Resolution and Arbitration Agreement shall apply if your (i) Country of Residence is in the United States; or (ii) your Country of Residence is not in the United States, but bring any claim against VenueTap in the United States (to the extent not in conflict with Section 21).

18.2 VenueTap is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom Section 18.1 applies: (1) an informal negotiation directly with VenueTap’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules (as modified by this Section 18 and except as provided in Section 18.6). Specifically, the Consumer Arbitration Rules provide:

  • Claims can be filed with AAA online (www.adr.org);
  • Arbitrators must be neutral and no party may unilaterally select an arbitrator;
  • Arbitrators must disclose any bias, interest in the result of the arbitration, or relationship with any party;
  • Parties retain the right to seek relief in small claims court for certain claims, at their option;
  • The initial filing fee for the consumer is capped at $200;
  • The consumer gets to elect the hearing location and can elect to participate live, by phone, video conference, or, for claims under $25,000, by the submission of documents;
  • The arbitrator can grant any remedy that the parties could have received in court to resolve the party’s individual claim.

18.3 18.3 Prior to initiating an arbitration, you and VenueTap each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact VenueTap’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.

18.4 18.4 You and VenueTap mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the VenueTap Platform, the Vendor Services, the third party payment service, or the Collective Content (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and VenueTap agree that the arbitrator will decide that issue.

18.5 You and VenueTap each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

18.6 This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.

18.7 In order to make the arbitration most convenient to you, VenueTap agrees that any required arbitration hearing may be conducted, at your option, (a) in the county where you reside; (b) in San Francisco County; (c) in any other location to which you and VenueTap both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.

18.8 You and VenueTap agree that VenueTap will be responsible for payment of the balance of any initial filing fee under the AAA Rules in excess of $200 for claims of $75,000 or less. You may be entitled to seek an award of attorney fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the AAA rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, VenueTap agrees it will not seek, and hereby waives all rights it may have under applicable law or the AAA Rules, to recover attorneys’ fees and expenses if it prevails in arbitration.

18.9 The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

18.10 You and VenueTap acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable disputes.

18.11 You and VenueTap acknowledge and agree that we are each waiving the right to participate as a plaintiff or class Vendor or Vendee in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and VenueTap both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.

18.12 Severability. Except as provided in Section 18.11, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

18.13 Changes. Notwithstanding the provisions of Section 3 (“Modification of these Terms”), if VenueTap changes this Section 18 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of VenueTap’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and VenueTap in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).

18.14 Survival. Except as otherwise provided herein, this Section 18 will survive any termination of these Terms and will continue to apply even if you stop using the VenueTap Platform or terminate your VenueTap Account.

19. Applicable Law and Jurisdiction

These Terms will be interpreted in accordance with the laws of the State of Colorado and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 18 must be brought in state or federal court in Colorado, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Colorado.

20. General Provisions

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

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

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

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

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

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

20.7 Unless specified otherwise, any notices or other communications to Vendors or Vendees permitted or required under this Agreement, will be provided electronically and given by VenueTap via email, VenueTap Platform notification, or messaging service.