TERMS OF SERVICE

Last Updated: August 1, 2018

Effective Date: August 1, 2018

THESE TERMS are an Agreement between Coho Events, LLC, a limited liability company formed under the laws of the State of Texas (“Coho Events,” “us,” or “we”) and each person or entity (each, a “User” or “you”) who uses any of the Coho Events services, features, software, or website (collectively, the “Coho Events Platform”). All Users are required to review and be bound by these Terms in order to participate on the Coho Events Platform. You agree to these Terms by accessing, browsing, purchasing services through, or otherwise using the Coho Events Platform. IF YOU DISAGREE WITH ANY PORTION OF THESE TERMS, YOU CANNOT PARTICIPATE AS A USER OF THE COHO EVENTS PLATFORM. PLEASE CAREFULLY REVIEW THESE TERMS BECAUSE THEY IMPACT YOUR RIGHTS, RELIEF, AND LIABILITY.

  1. Who We Are; Coho Events Services. Coho Events is an event production software provider that offers event ticketing, event registration, and coordination of event activities. Coho Events also provides custom software applications and event management services such as, without limitation, website development, graphic design, and technologically innovative solutions to fit every event. More specifically, Coho Events provides Users the ability to sell and/or dispense tickets, solicit and collect donations, sell merchandise, collect attendee registration payments, distribute promotional information for events and communicate with ticketed attendees (the “Attendees”), and any other services which Coho Events may from time to time, at its sole discretion, offer to Users. All of the services mentioned in this Section I will be collectively referred to herein as the “Services.”

  1. User Responsibilities. As the provider of the Coho Events Platform, Coho Events is not acting as an agent in any capacity for any User. We are not party to any event organized, posted, or promoted by Users through our Coho Events Platform. At all times, Users are the sole owners and organizers of the events and merchandise that they post and promote, and it is exclusively your obligation and responsibility that the events and merchandise you post and/or promote: (a) comply with all applicable laws and regulations, (b) are accurately described and being offered in good faith, and (c) are delivered in a satisfactory fashion. COHO EVENTS IS IN NO WAY RESPONSIBLE FOR THE ACCURACY OR LEGITIMACY OF SUCH EVENTS AND MERCHANDISE, AND ALL TRANSACTIONS, RIGHTS AND OBLIGATIONS FOR THE PURCHASE AND SALE OF TICKETS, REGISTRATIONS AND MERCHANDISE RELATED TO SUCH EVENTS ARE SOLELY BETWEEN USERS AND THE BUYERS OF THESE ITEMS, WHICH INCLUDES BUT IS NOT LIMITED TO ATTENDEES. Furthermore, it is the responsibility of Users and the buyers of these items, which includes but is not limited to Attendees, to resolve any disputes arising from the purchase and sale of such items.

  1. Our Relationship. If you choose to use the Coho Events Platform, your relationship with Coho Events is limited to being an independent third-party user, and not an employee, agent, joint venturer, or partner of Coho Events 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 Coho Events.

  1. Third-Party Services. The Coho Events Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Coho Events 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 Coho Events of such Third-Party Services.

  1. Availability of Our Platform. Due to the nature of the internet, Coho Events cannot guarantee the continuous and uninterrupted availability and accessibility of the Coho Events Platform or our Services. Coho Events may restrict the availability of the Coho Events Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Coho Events Platform. Coho Events may, at its sole discretion, improve, enhance, and modify the Coho Events Platform and introduce new Services from time to time.

  1. Eligibility; User Verification. You must be at least 18 years old to access and use the Coho Events Platform. By accessing or using the Coho Events Platform, you represent and warrant that you are 18 or older. User verification on the internet is difficult and Coho Events does not assume any responsibility for the confirmation of any User’s identity.

  1. Service Fees. In order to continue providing our Services and the Coho Events Platform, we charge for the Services in a variety of ways. We reserve the right to change and/or modify our fees at any time:
  1. Ticketing Fees. Coho Events collects brokerage fees for any ticket purchases made using the Coho Events Platform, which are payable by the purchaser. Coho Events charges a five percent (5%) processing fee per credit card transaction for tickets, as well as a service fee of one dollar ($1.00) per ticket. This service fee is only applicable to paid events.
  2. Other Fees. Coho Events collects additional fees for other, non-ticketing-related, credit card transactions, which are payable by the purchaser. Such transactions include, without limitation, sponsor package purchases, custom donations, silent and live auction bids, and merchandise sales. For these Services, we charge a five percent (5%) processing fee per credit card transaction, as well as a service fee of one dollar ($1.00) per transaction.
  3. Custom Software and Event Management Fees. If you require unique or customized software solutions, or event management, staffing, or other in-person services, Coho Events will determine the fees, deliverables, and terms of such solutions and services at that time via a mutually-agreed-upon contract, signed by both of us.

  1. Payment Processing and Remittance; Refunds. 
  1. Third-Party Processors. All transactions made and payments submitted through the Coho Events Platform will be processed by an independent, third-party processing company such as Stripe (the “Third-Party Processor”). The Third-Party Processor may have their own terms of service and privacy policies, which you will be subject to and bound by. Coho Events disclaims all responsibility and liability, directly or indirectly, for the outcomes of payments that are processed by the Third-Party Processor, including without limitation: (a) multiple charges, (b) denied or incomplete charges, and (c) failure of the Third-Party Processor services.
  2. Payout Procedures. Payout procedures, including payout waiting periods, for credit card payments that have been processed through the Third-Party Processor are subject to change by such Third-Party Processor without notice. Payouts will be made minus any service fees as described above. Coho Events and the Third-Party Processor reserve the right to hold registration/ticket payments in reserve if deemed reasonably necessary based on potential fraud, refund, chargeback, or other types of risk and to release held funds at our discretion.
  3. Refunds to Attendees. With regard to refunds, it is the sole discretion of each User to make refunds available for registration/ticket payments made by your Attendees, with the exception that you must provide a full refund or similar make-good to Attendees if you are unable to provide the services and merchandise you have advertised and/or promoted through Coho Events (such as in the case of a cancelled event, a terminated Coho Events Account, etc.). Users are required to and agree to post refund policies in the allotted area of the registration page (even if you opt for a "No Refund" policy).
  4. Refund Accounts. USERS MUST MAINTAIN SUFFICIENT FUNDS IN THEIR THIRD-PARTY PROCESSOR ACCOUNTS TO COVER THE FULL BALANCE OF ALL POTENTIAL REFUNDS FOR THEIR EVENTS AT ALL TIMES. IN THE EVENT THAT COHO EVENTS IS CHARGED DUE TO YOUR LACK OF AVAILABLE FUNDS, COHO EVENTS RESERVES THE RIGHT TO BILL YOU DIRECTLY FOR SUCH CHARGES, PLUS AN ADMINISTRATIVE FEE AND INTEREST.

  1. Modification of These Terms. Coho Events reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to the Terms, we will do so without prior notice by posting the revised terms on the Coho Events Platform and updating the “Last Updated” date at the top of them. If you disagree with the revised Terms, you must terminate your participation in the Coho Events Platform with immediate effect by deleting your account and ceasing all use of the Coho Events Services. If you do not terminate your use before the date the revised Terms become effective, your continued access to or use of the Coho Events Platform will constitute acceptance of the revised Terms.

  1. Account Registration; Acceptable Devices or Software. 
  1. Signing Up. You must register an account ("Coho Events Account") to access and use certain features of the Coho Events Platform. If you are registering a Coho Events 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. You can register Coho Events Account using an email address and creating a password, or through your account with certain third-party social networking services, such as Facebook ("SNS Account"). You have the ability to disable the connection between your Coho Events Account and your SNS Account at any time through your Account Settings. You may be asked to provide additional information during the registration process for your Coho Events Account including, but not limited to, your name, phone number, and mailing address. You cannot register more than one Coho Events Account unless Coho Events authorizes you to do so. You may not assign or otherwise transfer your Coho Events Account to another party.
  2. Accurate Information Required. You must provide accurate, current and complete information during the registration process and keep your Coho Events Account and profile page information up-to-date at all times.
  3. Confidentiality of Account Credentials. You are responsible for maintaining the confidentiality and security of your Coho Events Account credentials and may not disclose your credentials to any third party. You must immediately notify Coho Events 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 Coho Events Account. You are liable for any and all activities conducted through your Coho Events 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).
  4. Data and Device Usage. You must provide certain devices, software, and data connections to use the Coho Events Services, which we otherwise do not supply. Coho Events is not responsible, nor liable, directly or indirectly, for any download, installation, use, transmission failure, interruption, or delay of the Coho Events Services or the Coho Events Platform, or any third-party content, services, or advertisements due to data, connectivity, or other internet issues due to such devices, software, and data connections. Coho Events is likewise not responsible, nor liable, directly or indirectly, for any data charges or service fees associated with such devices, software, and data connections.

  1. Content. Coho Events may, at its sole discretion, enable Users to: (i) create, upload, post, send, receive and store content, such as text, photos, messages, audio, video, or other materials and information on or through the Coho Events Platform ("User Content"); and (ii) access and view User Content and any content that Coho Events itself makes available on or through the Coho Events Platform, including proprietary Coho Events content and any content licensed or authorized for use by or through Coho Events from a third-party ("Coho Events Content" and together with User Content, "Collective Content").
  1. User Content. Coho Events is not responsible for any User Content on the Coho Events Platform. User Content is uploaded by Users at their own risk and Users must ensure their User Content complies with these Terms.
  2. Intellectual Property. The Coho Events Platform, Coho Events Content, and User 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 Coho Events Platform and Coho Events Content, including all associated intellectual property rights, are the exclusive property of Coho Events and/or its licensors or authorizing third-parties. You will not remove, alter, reproduce, or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Coho Events Platform, Coho Events Content or User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Coho Events used on or in connection with the Coho Events Platform and Coho Events Content are trademarks or registered trademarks of Coho Events in the United States. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Coho Events Platform, Coho Events Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners. 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 Coho Events Platform or Collective Content, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Coho Events or its licensors, except for the licenses and rights expressly granted in these Terms.
  3. Our License to You. Subject to your compliance with these Terms, Coho Events grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and view any Collective Content made available on or through the Coho Events Platform and accessible to you, solely for your event planning and/or event attendance use.
  4. Your License to Us. By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the Coho Events Platform, you grant to Coho Events a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable, and transferable license to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such User Content to provide and/or promote the Coho Events Platform in any media or platform. By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the Coho Events Platform, you also grant to Coho Events a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable, and transferable license to such User Content for all marketing, advertising, research, and development purposes, including, without limitation, the provision of such User Content to third-parties as outlined in our Privacy Policy. Unless you provide specific consent, Coho Events does not claim any ownership rights in any User Content aside from the permissions granted in this Section XI(d) and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your User Content.
  5. User Representations and Warranties. You are solely responsible for all User Content that you make available on or through the Coho Events Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through the Coho Events Platform or you have all rights, licenses, consents and releases that are necessary to grant to Coho Events the rights in and to such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Coho Events' use of the User 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.
  6. Permitted Content. You will not post, upload, publish, submit or transmit any User 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; (v) promotes illegal or harmful activities or substances; or (vi) violates any Coho Events policy. Coho Events may, without prior notice, remove or disable access to any User Content that Coho Events finds to be in violation of these Terms or Coho Events’ then-current policies or standards, or otherwise may be harmful or objectionable to Coho Events, its Users, Attendees, third parties, or property.
  7. CAN-SPAM Compliance. All promotional email messages sent using the Coho Events Platform must contain an "unsubscribe" link that allows subscribers to remove themselves from your email list. You acknowledge and agree that you will not hide, disable, or remove the opt-out link from the foregoing emails. You will actively manage and process unsubscribe requests received by you directly as soon as reasonably practicable and no later than ten (10) days after submission, and update your email lists and address books to reflect the unsubscribe requests. Your promotional messages sent using the Coho Events Platform must contain clear and conspicuous notice that the message is an advertisement or solicitation and that the recipient can opt out of receiving more commercial email from you. It also must include your identity as the sender, valid physical postal address and comply in all other respects with applicable law.

  1. Currency Used. All transactions on the Coho Events Platform are in United States currency (USD$). Coho Events does not provide currency exchange services.

  1. Prohibited Activities.
  1. Our Acceptable Use Policy. You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Coho Events Platform and any sale or transaction consummated therein. In connection with your use of the Coho Events Platform, you will not and will not assist or enable others to:
  1. Breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, policies, or standards;
  2. Use the Coho Events Platform or Collective Content for any purposes that are not expressly permitted by these Terms or in a manner that falsely implies Coho Events endorsement, partnership or otherwise misleads others as to your affiliation with Coho Events;
  3. Copy, store or otherwise access or use any information, including personally identifiable information about any other User, contained on the Coho Events Platform in any way that is inconsistent with Coho Events’ Privacy Policy or these Terms or that otherwise violates the privacy rights of Users or third-parties;
  4. 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 abusive or disruptive behavior;
  5. Use, display, mirror, frame, reproduce, alter, or copy the Coho Events Platform or Collective Content, or any individual element within the Coho Events Platform, Coho Events' name, any Coho Events trademark, logo, copyrighted material, or other proprietary information, or the layout and design of any page or form contained on a page in the Coho Events Platform, without Coho Events' express prior written consent;
  6. Dilute, tarnish or otherwise harm the Coho Events brand in any way, including through unauthorized use of Collective Content, registering and/or using Coho Events or derivative terms in domain names, trade names, trademarks, copyrighted material, 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 Coho Events domains, trademarks, taglines, promotional campaigns or Collective Content;
  7. 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 Coho Events Platform for any purpose;
  8. Avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Coho Events or any of Coho Events' providers or any other third-party to protect the Coho Events Platform;
  9. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Coho Events Platform;
  10. Take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Coho Events Platform;
  11. Export, re-export, import, or transfer the Coho Events Platform except as authorized by United States law, the export control laws of your jurisdiction, and any other applicable laws;
  12. Use the Coho Events Platform for illegal activities or junk mail, chain letters, pyramid schemes, "spam" or distribution to any person who has not given specific permission to be included in such a process; or
  13. Violate or infringe anyone else’s rights or otherwise cause harm to anyone.
  1. Monitoring the Platform. You acknowledge that Coho Events has no obligation to monitor the access to or use of the Coho Events Platform by any User or to review, disable access to, or edit any User Content, but has the right to do so to: (i) operate, secure and improve the Coho Events Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users’ 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 User Content that we determine is harmful or objectionable; or (v) as otherwise set forth in these Terms. Users agree to cooperate with and assist Coho Events in good faith, and to provide Coho Events with such information and take such actions as may be reasonably requested by Coho Events with respect to any investigation undertaken by Coho Events or a representative of Coho Events regarding the use or abuse of the Coho Events Platform.
  1. Termination.
  1. Our Right to Terminate. Without limiting our rights specified below, Coho Events may terminate these Terms and your use of or access to the Coho Events Platform or our Services for convenience at any time and for any reason, without notice to you, including:
  1. Your material breach of your obligations under these Terms;
  2. Your violation of applicable laws, regulations, or third-party rights, or
  3. If Coho Events believes in good faith that such action is reasonably necessary to protect the personal safety or property of Coho Events, its Users, Attendees, or third-parties (for example, in the case of fraudulent behavior of a User).
  1. Other Termination Options. In addition to the foregoing, Coho Events 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; (ii) if you have breached these Terms, applicable laws, regulations, or third party rights; (iii) if you have provided inaccurate, fraudulent, outdated or incomplete information during the Coho Events Account registration or thereafter; or (v)  if Coho Events believes in good faith that such action is reasonably necessary to protect the personal safety or property of Coho Events, its Users, Attendees, or third parties, or to prevent fraud or other illegal activity:
  1. Refuse to surface, delete, or delay any User Content;
  2. Limit your access to or use of the Coho Events Platform and/or Services;
  3. Temporarily or permanently revoke any special status associated with your Coho Events Account; or
  4. Temporarily or permanently suspend your Coho Events Account.
  1. Effect of Termination. If your Coho Events Account is terminated for any reason, any events you have listed or promoted through the Coho Events Platform or our Services will be deemed cancelled and you will be responsible for refunding Attendees in accordance with Section VIII(c)-(d), above.
  2. No Rights After Termination. When these Terms and your use of or access to the Coho Events Platform and/or our Services have been terminated, you are not entitled to a restoration of your Coho Events Account or any of your User Content. If your access to or use of the Coho Events Platform has been limited or your Coho Events Account has been suspended or terminated by us, you may not register a new Coho Events Account or access and use the Coho Events Platform through an Coho Events Account of another User.

  1. DISCLAIMERS.
  1. YOU USE OUR SERVICES AND THE COHO EVENTS PLATFORM AT YOUR OWN RISK AND SUBJECT TO THE FOLLOWING DISCLAIMERS. WE ARE PROVIDING OUR SERVICES AND THE COHO EVENTS PLATFORM ON AN “AS IS” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL CODE. WE DO NOT WARRANT THAT ANY INFORMATION PROVIDED BY US IS ACCURATE, COMPLETE, OR USEFUL, THAT OUR SERVICES WILL BE OPERATIONAL, ERROR FREE, SECURE, OR SAFE, OR THAT OUR SERVICES WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS. WE DO NOT CONTROL, AND ARE NOT RESPONSIBLE FOR, CONTROLLING HOW OR WHEN OUR USERS USE OUR SERVICES OR THE COHO EVENTS PLATFORM, OR THE FEATURES, SERVICES, AND INTERFACES WE PROVIDE. WE ARE NOT RESPONSIBLE FOR AND ARE NOT OBLIGATED TO CONTROL THE ACTIONS OR INFORMATION (INCLUDING CONTENT) OF OUR USERS OR OTHER THIRD-PARTIES. YOU RELEASE US, OUR SUBSIDIARIES, AFFILIATES, AND OUR AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AND AGENTS (TOGETHER, THE “COHO EVENTS PARTIES”) FROM ANY CLAIM, COMPLAINT, CAUSE OF ACTION, CONTROVERSY, OR DISPUTE (TOGETHER, “CLAIM”) AND DAMAGES, KNOWN AND UNKNOWN, RELATING TO, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH ANY SUCH CLAIM YOU HAVE AGAINST ANY THIRD-PARTIES. YOU WAIVE ANY RIGHTS YOU MAY HAVE UNDER APPLICABLE STATUTE OR LAW WHICH SAYS THAT: 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.
  2. YOU AGREE THAT YOU HAVE HAD WHATEVER OPPORTUNITY YOU DEEM NECESSARY TO INVESTIGATE THE COHO EVENTS PLATFORM, OUR SERVICES, LAWS, RULES, OR REGULATIONS THAT MAY BE APPLICABLE TO YOUR USE OF THE COHO EVENTS PLATFORM AND THAT YOU ARE NOT RELYING UPON ANY OTHER STATEMENT OF LAW OR FACT MADE BY COHO EVENTS NOT IN THESE TERMS.
  3. COHO EVENTS WILL NOT BE IN DEFAULT OR OTHERWISE LIABLE FOR ANY DELAY IN OR FAILURE OF ITS PERFORMANCE UNDER THESE TERMS IF SUCH DELAY OR FAILURE ARISES BY ANY REASON BEYOND ITS REASONABLE CONTROL, INCLUDING ANY ACT OF GOD, CRIMINAL ACTS, DISTRIBUTED DENIAL OF SERVICE, OR ANY ACTS OF THE COMMON ENEMY, THE ELEMENTS, EARTHQUAKES, FLOODS, FIRES, EPIDEMICS, RIOTS, FAILURES OR DELAYS IN TRANSPORTATION OR COMMUNICATIONS, OR ANY ACT OR FAILURE TO ACT BY YOU, YOUR EMPLOYEES, AGENTS, OR CONTRACTORS. FURTHER, COHO EVENTS IS NOT LIABLE FOR EXCUSABLE DELAY.
  4. 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.

  1. LIMITATION OF LIABILITY. THE COHO EVENTS PARTIES WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR CONSEQUENTIAL, SPECIAL, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH OUR TERMS, US, THE COHO EVENTS PLATFORM, OR OUR SERVICES, EVEN IF THE COHO EVENTS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH OUR TERMS, US, OR OUR SERVICES WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. THE FOREGOING DISCLAIMER OF CERTAIN DAMAGES AND LIMITATION OF LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE LAWS OF SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN OUR TERMS, IN SUCH CASES, THE LIABILITY OF THE COHO EVENTS PARTIES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

  1. INDEMNIFICATION. YOU AGREE TO RELEASE, DEFEND (AT COHO EVENTS’ OPTION), INDEMNIFY, AND HOLD COHO EVENTS AND ITS AFFILIATES AND SUBSIDIARIES, 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:
  1. YOUR BREACH OF THESE TERMS OR OUR POLICIES OR STANDARDS;
  2. ANY INJURY, DAMAGE, OR CLAIM THAT OCCURS DURING ANY EVENT YOU HOST OR ATTEND,
  3. YOUR IMPROPER USE OF THE COHO EVENTS PLATFORM OR ANY COHO EVENTS SERVICES; OR
  4. YOUR BREACH OF ANY LAWS, REGULATIONS, OR THIRD-PARTY RIGHTS.

  1. Dispute Resolution.
  1. Applicability. This Dispute Resolution and Arbitration Agreement shall apply if you (i) reside in the United States; or (ii) do not reside in the United States, but bring any claim against Coho Events in the United States (to the extent not in conflict with Section XIX(a), below).
  2. Overview of Dispute Resolution Process. Coho Events 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 XVIII(a) applies: (1) an informal negotiation directly with Coho Events’ 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).
  3. Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Coho Events 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 Coho Events’ 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.
  4. Agreement to Arbitrate. You and Coho Events 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 Coho Events Platform 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 Coho Events agree that the arbitrator will decide that issue.
  5. Exceptions to Arbitration Agreement. You and Coho Events 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:
  1. 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; and
  2. Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
  1. Arbitration Rules and Governing Law. 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 (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.
  2. Modification to AAA Rules - Arbitration Hearing/Location. Any required arbitration hearing may be conducted (a) in Travis County, Texas; (b) via phone or video conference; or (c) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
  3. Arbitrator’s Decision. 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.
  4. JURY TRIAL WAIVER. YOU AND COHO EVENTS ACKNOWLEDGE AND AGREE THAT WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AS TO ALL ARBITRABLE DISPUTES.
  5. NO CLASS ACTIONS OR REPRESENTATIVE PROCEEDINGS. YOU AND COHO EVENTS ACKNOWLEDGE AND AGREE THAT WE ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER 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 COHO EVENTS BOTH OTHERWISE AGREE IN WRITING, IN AN ARBITRATION PROCEEDING, 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.
  6. Severability; Survival. 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. This Section XVIII will survive any termination of these Terms and will continue to apply even if you stop using the Coho Events Platform or terminate your Coho Events Account.
  7. Changes. Notwithstanding the provisions of Section IX, if Coho Events changes this Section XVIII 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. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Coho Events 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).

  1. General Provisions.
  1. Governing Law. These Terms will be interpreted in accordance with the laws of the State of Texas 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 XVIII must be brought in state or federal court in Travis County, Texas, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Travis County, Texas.
  2. Entire Agreement. Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Coho Events and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Coho Events and you in relation to the access to and use of the Coho Events Platform.
  3. Restriction on Assignability or Transfer. These Terms do not and are not intended to confer any rights or remedies upon any person other than Users and Coho Events. You may not assign, transfer, or delegate these Terms and your rights and obligations hereunder without Coho Events' prior written consent. Coho Events may without restriction assign, transfer or delegate these Terms and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate these Terms by immediately discontinuing your use of and access to the Coho Events Services and the Coho Events Platform at any time remains unaffected.
  4. General Severability. If any provision in these Terms is to any extent illegal, otherwise invalid, or incapable of being enforced, such provision shall be excluded to the extent of such invalidity or unenforceability; all other provisions hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable provision shall be deemed replaced by a provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable provision. If application of this General Severability provision should materially and adversely affect the economic substance of the transactions contemplated hereby, the party adversely impacted shall be entitled to compensation for such adverse impact, provided the reason for the invalidity or unenforceability of a provision is not due to serious misconduct by the Party seeking such compensation.
  5. Waivers. Coho Events’ 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.
  6. Headings; Construction. The headings herein are for convenience only, do not constitute a part of these Terms and shall not be deemed to limit or affect any of the provisions hereof. These Terms shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of these Terms.
  7. Questions? If you have any questions about these Terms please email us.