PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
Last Updated: October 26, 2016
1. Key Terms
Night Matters, Inc. (Night Matters, Inc. hereinafter referred to as "ENTR", "we", "us", or "our") provides an online platform that connects Heroes who can offer to sell services and/or information pertaining to obtaining access to private nightlife establishments and/or events with Plus Ones seeking to purchase such services and/or information (collectively, the "Services"), which Services are accessible via www.entr.xyz and any other websites through which ENTR makes the Services available (collectively, the "Site") and as applications for mobile, tablet and other smart devices and application program interfaces (collectively, the "Application").
"Access" means services and/or information pertaining to obtaining access to private nightlife establishments and/or events.
"ENTR Content" means all Content that ENTR makes available through the Site, Application, Services, or its related promotional campaigns and official social media channels, including any Content licensed from a third party, but excluding Member Content.
"Booking Request Period" means the time period starting from the time when a booking is requested by a Plus One (as determined by ENTR in its sole discretion) until the time when a booking is either accepted or rejected by the corresponding Hero or expired, within which period a Hero may decide whether to confirm or reject that booking request, as stated on the Site, Application or Services.
"Chaperone Listing" means a listing whereby the Hero who creates such a Listing undertakes to personally be present and accompany the Plus One at the time and place of the Listing with the purpose of providing the Plus One with Access.
"Collective Content" means Member Content and ENTR Content.
"Content" means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.
"Hero" means a Member who creates a Listing via the Site, Application and Services.
"Listing" means an Access that is listed by a Hero as available for purchase via the Site, Application, and Services.
"Member" means a person who completes ENTR's account registration process, including but not limited to Heroes and Plus Ones, as described under "Account Registration" below.
"Member Content" means all Content that a Member posts, uploads, publishes, submits, transmits, or includes in their Listing, Member profile or ENTR promotional campaign to be made available through the Site, Application or Services.
"Plus One" means a Member who requests from a Hero a booking of a Listing via the Site, Application or Services, or a Member who purchases Access and is not the Hero for the associated Listing.
"Tax" or "Taxes" mean any sales taxes, value added taxes (VAT), goods and services taxes (GST), tourist or other visitor taxes, fees that Access providers may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes.
"Unattended Listing" means a listing whereby the Hero who creates such a Listing undertakes to transmit electronically or in any other way to the Plus One all necessary Access-related information pertaining to the Listing.
2. Terms of Service
In addition, certain areas of the Site and Application (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions, standards, guidelines, or policies posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Application, Services, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Application, Services, or Collective Content.
If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Site, Application or Services. Failure to use the Site, Application or Services in accordance with these Terms may subject you to civil and criminal penalties.
THE SITE, APPLICATION AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH HEROES MAY CREATE LISTINGS FOR ACCESS AND PLUS ONES MAY LEARN ABOUT AND BOOK ACCESS DIRECTLY WITH THE HEROES. YOU UNDERSTAND AND AGREE THAT ENTR IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN HEROES AND PLUS ONES. ENTR HAS NO CONTROL OVER THE CONDUCT OF HEROES, PLUS ONES AND OTHER USERS OF THE SITE, APPLICATION AND SERVICES OR ANY ACCESS, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.
IF YOU CHOOSE TO CREATE A LISTING ON ENTR, YOU UNDERSTAND AND AGREE THAT YOUR RELATIONSHIP WITH ENTR IS LIMITED TO BEING A MEMBER AND AN INDEPENDENT, THIRD-PARTY CONTRACTOR, AND NOT AN EMPLOYEE, AGENT, JOINT VENTURER OR PARTNER OF ENTR FOR ANY REASON, AND YOU ACT EXCLUSIVELY ON YOUR OWN BEHALF AND FOR YOUR OWN BENEFIT, AND NOT ON BEHALF OF OR FOR THE BENEFIT OF ENTR. ENTR DOES NOT CONTROL, AND HAS NO RIGHT TO CONTROL, YOUR LISTING, YOUR OFFLINE ACTIVITIES ASSOCIATED WITH YOUR LISTING, OR ANY OTHER MATTERS RELATED TO ANY LISTING, THAT YOU PROVIDE. AS A MEMBER YOU AGREE NOT TO DO ANYTHING TO CREATE A FALSE IMPRESSION THAT YOU ARE ENDORSED BY, PARTNERING WITH, OR ACTING ON BEHALF OF OR FOR THE BENEFIT OF ENTR, INCLUDING BY INAPPROPRIATELY USING ANY ENTR INTELLECTUAL PROPERTY.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, APPLICATION OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, VIA THE APPLICATION OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND RECEIVE OUR SERVICES, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE AND APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT.
If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity.
ENTR reserves the right, at its sole discretion, to modify the Site, Application or Services or to modify these Terms, including the Hero Fees (defined below), at any time and without prior notice. If we modify these Terms, we will either post the modification on the Site or via the Application or otherwise provide you with notice of the modification. We will also update the "Last Updated" date at the top of these Terms. By continuing to access or use the Site, Application or Services after we have posted a modification on the Site or via the Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, Application and Services.
The Site, Application and Services are intended solely for persons who are 18 or older. Any access to or use of the Site, Application or Services by anyone under 18 is expressly prohibited. By accessing or using the Site, Application or Services you represent and warrant that you are 18 or older.
For users in the United States, ENTR may, to the extent permitted by applicable laws and if we have sufficient information to identify a user, obtain reports from public records of criminal convictions or sex offender registrations of the user. For users outside the United States, we may, to the extent permitted by applicable laws and if we have sufficient information to identify a user, obtain the local version of background or registered sex offender checks in our sole discretion. You agree and authorize us to use your personal information, such as your full name and date of birth, to obtain such reports, including from ENTR's vendors.
5. How the Site, Application and Services Work
The Site, Application and Services can be used to facilitate the listing and booking of Access. Such Access is included in Listings on the Site, Application and Services by Heroes. You may not view Listings as an unregistered visitor to the Site, Application and Services; if you wish to book an Access or create a Listing, you must first register to create an ENTR Account (defined below).
As stated above, ENTR makes available an online platform or marketplace with related technology for Plus Ones and Heroes to meet online and arrange for bookings of Access directly with each other. Unless explicitly specified otherwise in the ENTR platform, ENTR's responsibilities are limited to facilitating the availability of the Site, Application and Services.
PLEASE NOTE THAT, AS STATED ABOVE, THE SITE, APPLICATION AND SERVICES ARE INTENDED TO BE USED TO FACILITATE HEROES AND PLUS ONES CONNECTING AND BOOKING ACCESS DIRECTLY WITH EACH OTHER. ENTR CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY ACCESS. ENTR IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND ACCESS. ACCORDINGLY, ANY BOOKINGS WILL BE MADE OR ACCEPTED AT THE MEMBER'S OWN RISK.
6. Account Registration
In order to access certain features of the Site and Application, and to book an Access or create a Listing, you must register to create an account ("ENTR Account") and become a Member. You may register to join the Services using accurate data, providing your current email address using our in-app change email feature. You agree to receive text messages, phone calls, and emails (from us or our third-party providers) with codes to register for our Services.
Your ENTR Account and your ENTR Account profile page will be created for your use of the Site and Application based upon the personal information you provide to us. You may not have more than one (1) active ENTR Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. ENTR reserves the right to suspend or terminate your ENTR Account and your access to the Site, Application and Services if you create more than one (1) ENTR Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these Terms of Service.
You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your ENTR Account, whether or not you have authorized such activities or actions. You will immediately notify ENTR of any unauthorized use of your ENTR Account.
7. Access Listings
As a Member, you may create Listings. To create a Listing, you will be asked a variety of questions about the Access to be listed, including, but not limited to, the location, capacity, features, and availability of the Access and pricing and related rules and financial terms. Listings will be made publicly available via the Site, Application and Services. You understand and agree that the placement or ranking of Listings in search results may depend on a variety of factors, including, but not limited to, Plus One and Hero preferences, ratings and/or ease of booking.
Other Members will be able to book your Access via the Site, Application and Services based upon the information provided in your Listing, your Plus One requirements, and Plus Ones' search parameters and preferences. You understand and agree that once a Plus One requests a booking of your Access, you may not request the Plus One to pay a higher price than in the booking request.
You acknowledge and agree that you alone are responsible for any and all Listings and Member Content you post. Accordingly, you represent and warrant that any Listing you post and the booking of a Plus One for an Access in a Listing you post (i) will not breach any agreements you have entered into with any third parties, such as private nightlife establishments and/or event organizers, and (ii) will (a) be in compliance with all applicable laws, Tax requirements, Intellectual Property laws, and rules and regulations that may apply to any Access included in a Listing you post, and (b) not conflict with the rights of third parties. Please note that ENTR assumes no responsibility for a Hero's compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. ENTR reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that ENTR, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms, or otherwise harmful to the Site, Application or Services.
If you are a Hero, you understand and agree that ENTR does not act as an insurer or as your contracting agent. If a Plus One requests a booking of your Access and purchases your Access, any agreement you enter into with such Plus One is between you and the Plus One and ENTR is not a party to it.
When you create a Listing, you may also choose to include certain requirements which must be met by the Members who are eligible to request a booking of your Access, such as requiring Members to be of certain age and abiding by private nightlife establishments’ policies, in order to book your Access. Any Member wishing to book Access included in Listings with such requirements must meet these requirements.
If you are a Hero, ENTR makes certain tools available to you to help you make informed decisions about which Members you choose to confirm for booking for your Access. You acknowledge and agree that, as a Hero, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who purchase the Access, excluding the Plus One (and the individuals the Plus One invites to the Access, if applicable.)
8. No Endorsement
ENTR does not endorse any Member, Listing or Access.
Members are required by these Terms to provide accurate information. Although ENTR may, for transparency or fraud prevention or detection purposes, directly or through third parties, ask you to provide a form of government identification, your date of birth, and other information, or undertake additional checks and processes designed to help verify or check the identities or backgrounds of Members and/or screen Member information against third party databases or other sources, we do not make any representations about, confirm, or endorse any Member or the Member's purported identity or background.
By registering for an ENTR Account, you agree that ENTR may - but is not obligated to - request a consumer report on you from a Consumer Reporting Agency. If we do request a consumer report, we'll request and use it in compliance with applicable law, including the Fair Credit Reporting Act.
By using the Site, Application or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from ENTR with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Members on the Site and Services regarding any bookings or Listings made by you. This limitation shall not apply to any claim by a Hero against ENTR regarding the remittance of payments received from a Plus One by ENTR on behalf of a Hero, which instead shall be subject to the limitations described in the section below entitled "Limitation of Liability".
9. Bookings and Financial Terms
A. Key definitions
“2-Step Check-out Process” means the process consisting of Check-in and Check-out, required to be completed by a Hero and their corresponding Plus One for the successful completion of the Chaperone Listing in which both parties have entered.
"Access Fees" means the amounts that are due and payable by a Plus One in exchange for that Plus One's obtaining, and use of, an Access. The Hero alone, and not ENTR, is responsible for the Access Fees for his or her Listing.
“Check-in” means the first of two steps required to be completed in a Chaperone Listing to successfully complete the transaction. Check-in typically occurs when a Hero and a Plus One in a given transaction meet prior to entering the corresponding private nightlife establishment. Check-in may involve the use of media and technology provided in the ENTR mobile application.
“Check-out” means the second of two steps required to be completed in a Chaperone Listing to successfully complete the transaction. Check-out typically occurs when a Hero and a Plus One in a given transaction have successfully entered the corresponding private nightlife establishment. Check-out may involve the use of media and technology provided in the ENTR mobile application.
"Hero Fees" means the fee that ENTR charges a Hero for the use of the Services, which is calculated as a percentage of the applicable Access Fees. The Hero Fees will be displayed to the Hero when the Hero is asked whether to confirm or reject a booking request from a prospective Plus One.
"Payment Method" means a payment method that you have added to your ENTR Account, such as a credit card, debit card or Stripe.
"Total Fees" means collectively the Access Fees plus any Taxes.
B. Bookings and Financial Terms for Heroes
If you are a Hero and a booking is requested for your Access via the Site, Application or Services, you will be required to either confirm or reject the booking request within the Booking Request Period, otherwise the booking request will automatically expire. If you are unable to confirm or decide to reject a booking request within the Booking Request Period, any amounts collected by ENTR for the requested booking will be refunded to the corresponding Plus One. When you confirm a booking requested by a Plus One, ENTR will send you an email, text message or message via the Application confirming such booking.
ENTR will collect the Total Fees from Plus Ones at the time of the booking request or upon the Hero's confirmation and will initiate payment of the Total Fees (less applicable Hero Fees and taxes) to the Hero in most cases 7 days following the scheduled date and time of the applicable Access (except to the extent that a refund is due to the Plus One).
C. Bookings and Financial Terms for Plus Ones
The Heroes, not ENTR, are solely responsible for honoring any confirmed bookings and making available any Access reserved through the Site, Application and Services. If you, as a Plus One, choose to enter into a transaction with a Hero for the booking of an Access, you agree and understand that you will be required to enter into an agreement with the Hero and you agree to accept any terms, conditions, rules and restrictions associated with such Access imposed by the Hero. You acknowledge and agree that you, and not ENTR, will be responsible for performing the obligations of any such agreements, that ENTR is not a party to such agreements, and that, with the exception of ENTR' obligations, ENTR disclaims all liability arising from or related to any such agreements.
The Total Fees payable will be displayed to a Plus One before the Plus One sends a booking request to a Hero. As noted above, the Hero is required to either confirm or reject the booking request within the Booking Request Period; otherwise, the requested booking will be automatically cancelled. Upon receipt of your booking request, ENTR may initiate a pre-authorization and/or charge a nominal amount to your Payment Method. If a requested booking is cancelled prior to any confirmation on behalf of the Hero, any amounts collected by ENTR will be refunded to such Plus One and any pre-authorization of such Plus One's Payment Method will be released, if applicable.
You as a Plus One agree to pay the Total Fees for any booking requested, and in most cases confirmed, in connection with your ENTR Account. ENTR will collect the Total Fees at the time of the booking request or upon the Hero's confirmation and will initiate payment of the Total Fees (less applicable Hero Fees and taxes) to the Hero in most cases 7 days following the scheduled date and time of the applicable Access (except to the extent that a refund is due to the Plus One).
D. Hero Fees and Other Fees
In consideration for the use of ENTR's online marketplace and platform, ENTR charges Hero Fees. ENTR collects these Hero Fees, and, where applicable, may also collect Taxes (such as VAT in Europe) in respect of the Hero Fees. ENTR deducts the Hero Fees from the Access Fees before remitting the balance to the Hero as described in the Payment Terms. Hero Fees are, as noted above, included in the Total Fees.
More information on any such costs or deductions will be available via the Site and Application. More information on Services Fees can be found at www.entr.xyz. Except as otherwise provided herein, Hero Fees are non-refundable.
E. General Booking and Financial Terms
Cancellations and Refunds
In the case of a Chaperone Listing:
Once a Plus One requests to book a listing by a Hero, the Hero has the option to accept or reject the request. Should the Hero reject the request, no payment is made. Should the Hero accept the request, the Total Fees are held in escrow, following which, prior to the 2-Step Check-out Process, both parties have the option to cancel the transaction at any time, pursuant to the below conditions:
If the Plus One cancels the transaction up to 72 hours prior to the date of the event, they would obtain a refund of the Total Fees held in escrow, net of any applicable payment processing fees.
If the Plus One cancels the transaction within 72 hours of the date of the event, they would obtain a partial refund of 50% of the Total Fees held in escrow. The seller would obtain the remaining 50% of the Total Fees held in escrow, net of applicable Hero Fees.
If the Hero cancels the transaction at any time prior to the date and time of the event, the Plus One would obtain a refund of the Total Fees held in escrow, net of any applicable Stripe payment processing fees that should arise.
If both parties complete the first step of the 2-Step Check-out Process, then the seller is fully responsible for the successful completion of the transaction. As such, should the seller fail to complete the second step of the 2-Step Check-out Process, then the Plus One is authorized to cancel the transaction with a full refund, net of any applicable Stripe payment processing fees that should arise.
Otherwise, following the successful completion of the 2-Step Check-out Process, the seller receives an invoice for the Total Fees net of any Hero Fees.
In the case of an Unattended Listing:
Once a Plus One requests to book a listing by a Hero, the Hero has the option to accept or reject the request. Should the Hero reject the request, no payments are made. Should the Hero accept the request, the Hero receives an invoice for the Total Fees listed in their listing, net of Hero Fees.
IN ALL CANCELLATION EVENTS, THIRD PARTY PAYMENT PROCESSING FEES MAY ARISE OVER WHICH ENTR WILL HAVE NO CONTROL. WE DISCLAIM ANY LIABILITY TOWARDS THESE CHARGES.
ENTR may, in its sole discretion, round up or round down amounts that are payable from or to Plus Ones or Heroes to the nearest whole functional base unit in which the currency is denominated (e.g. to the nearest dollar, euro or other supported currency); for example, ENTR will round up an amount of $101.50 to $102.00, and $101.49 to $101.00.
Some currencies are denominated in large numbers. In those cases, ENTR may determine the functional base unit in which those currencies are denominated to be 10, 100 or 1,000 of the currency; the corresponding examples for such currencies would be for ENTR to round up an amount of 1,045 up to 1,050 and 1,044 down to 1,040, or 35,450 up to 35,500 and 35,449 down to 35,400, or 837,500 up to 838,000 and 837,499 down to 837,000.
Some Heroes may pledge to donate a portion of the funds they receive from confirmed bookings made via the Site, Application and Services to a particular cause or charity. We do not take any responsibility or liability for whether the Hero does in fact make the donation he or she pledged to make. In such cases, the Hero in question is responsible for his or her own compliance with all laws and regulations applicable to such pledges and/or fund-raising.
You as a Plus One or Hero are responsible for any modifications to a booking that you direct ENTR Customer Service to make ("Booking Modifications"), and you agree to pay any Access Fees, Hero Fees, Services Fees, and/or Taxes associated with such Booking Modifications.
Tax regulations may require us to collect appropriate tax information from our Heroes, or to withhold taxes from payouts to Heroes, or both. For instance, IRS regulations stipulate that we must collect an IRS Form W--9 from certain US Heroes, and an appropriate IRS Form W--8 (e.g. Form W--8BEN) from non-US Heroes with at least one Listing in the US. You as a Hero are solely responsible for keeping the information in your tax forms current, complete and accurate. If you as a Hero fail to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold taxes from payments to you (e.g. where you are a US Hero and you fail to provide us with a completed IRS Form W--9), we reserve the right in our sole discretion to freeze all payouts to you until resolution, to withhold such amounts as required by law, or to do both.
You as a Hero understand and agree that you are solely responsible for determining (i) your applicable Tax reporting requirements, and (ii) the Taxes that should be included, and for including Taxes to be collected or obligations relating to applicable Taxes in Listings. You are also solely responsible for remitting to the relevant authority any Taxes included or received by you. ENTR cannot and does not offer Tax-related advice to any Members.
Where applicable, or based upon request from a Hero, ENTR may issue a valid VAT invoice to such Hero.
You understand and acknowledge that appropriate governmental agencies, departments or authorities (the "Tax Authority") where your Access is located may require Taxes to be collected from Plus Ones or Heroes on the amount paid for the Services, 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 Access Fees set by Heroes, and are sometimes called "Service Taxes," "sales and use taxes," and "value added taxes," (hereafter, "Services Taxes").
Heroes and Plus Ones acknowledge and agree that ENTR may decide not to facilitate collection or remittance of Services Taxes or may not be able to facilitate the collection and/or remittance of Services Taxes, and nothing contained in these Terms of Service is a representation or guarantee that ENTR will facilitate collection and/or remittance of Services Tax anywhere at all, including in any specific jurisdiction, or that ENTR will continue to facilitate any collection or remittance of Services Tax in any specific jurisdiction in which it may have been offered. ENTR reserves the right, in its sole determination, to cease any facilitation of any collection and remittance of Services Tax (regardless of method used or to be used in the future) for any reason or no reason at all.
11. Foreign Currency
ENTR's online platform facilitates bookings between Plus Ones and Heroes who may prefer to pay in a currency different from their destination currency, which may require foreign currency conversions to accommodate these differing currency preferences. The currencies available for users to make and receive payments may be limited, and may not include the default currency in any given geographic location.
Details regarding currency conversion, including any associated fees, are detailed in the Payment Terms.
12. User Conduct
You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Site, Application, Services and Collective Content. In connection with your use of the Site, Application, Services and Collective Content, you may not and you agree that you will not:
o violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, Tax regulations;
o use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, "scrape," "crawl" or "spider" any web pages or other services contained in the Site, Application, Services or Collective Content;
o use the Site, Application, Services or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies ENTR endorsement, partnership or otherwise misleads others as to your affiliation with ENTR;
o dilute, tarnish or otherwise harm the ENTR brand in any way, including through unauthorized use of Collective Content, registering and/or using ENTR 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 ENTR domains, trademarks, taglines, promotional campaigns or Collective Content
o copy, store or otherwise access or use any information contained on the Site, Application, Services or Collective Content for purposes not expressly permitted by these Terms;
o infringe the rights of ENTR or the rights of any other person or entity, including without limitation, their intellectual property, privacy, publicity or contractual right
o interfere with or damage our Site, Application or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
o use our Site, Application or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
o use our Site, Application, Services or Collective Content in connection with the distribution of unsolicited commercial email ("spam") or advertisements unrelated to the Services;
o "stalk" or harass any other user of our Site, Application, Services or Collective Content, or collect or store any personally identifiable information about any other user other than for purposes of transacting as an ENTR Plus One or Hero;
o offer, as a Hero, any Access that may not be sold pursuant to the terms and conditions of an agreement with a third party, including, but not limited to, a private nightlife establishment;
o register for more than one ENTR Account or register for an ENTR Account on behalf of an individual other than yourself;
o contact another Member for any purpose other than asking a question related to a Booking, Access, Listing, or the Member's use of the Site, Application and Services;
o recruit or otherwise solicit any Hero or other Member to join third-party services or websites that are competitive to ENTR, without ENTR's prior written approval;
o recruit or otherwise solicit any Member to join third-party services, applications or websites, without our prior written approval;
o impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
o use automated scripts to collect information from or otherwise interact with the Site, Application, Services or Collective Content;
o use the Site, Application, Services or Collective Content to find a Hero or Plus One and then complete a booking of an Access independent of the Site, Application or Services, in order to circumvent the obligation to pay any Hero Fees related to ENTR's provision of the Services or for any other reasons;
o as a Hero, submit any Listing with false or misleading information, including price information, or submit any Listing with a price that you do not intend to honor;
o violate these Terms;
o engage in disruptive, circumventive, abusive or harassing behavior in any area or aspect of our Platform, Application, or Services;
o post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;
o systematically retrieve data or other content from our Site, Application or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
o use, display, mirror or frame the Site, Application, Services or Collective Content, or any individual element within the Site, Application, Services or Collective Content, ENTR's name, any ENTR trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Site, Application or Services, without ENTR's express written consent;
o access, tamper with, or use non-public areas of the Site, Application or Services, ENTR's computer systems, or the technical delivery systems of ENTR's providers;
o attempt to probe, scan, or test the vulnerability of any ENTR system or network or breach any security or authentication measures;
o avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by ENTR or any of ENTR's providers or any other third party (including another user) to protect the Site, Services, Application or Collective Content;
o forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services, Application or Collective Content to send altered, deceptive or false source-identifying information;
o attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services, Application or Collective Content;
o advocate, encourage, or assist any third party in doing any of the foregoing; or
o accept or make a payment for Access Fees outside ENTR. 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 ENTR harmless from any liability for such payment.
ENTR has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. In addition, and as set in these Terms, ENTR may take a range of actions against you, including but not limited to deactivating or canceling your Listing(s) or ENTR Account, for a violation of this Section or these Terms.
ENTR may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against ENTR or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements with users, such as these Terms, (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of ENTR, its users, or members of the public. You acknowledge that ENTR has no obligation to monitor your access to or use of the Site, Application, Services or Collective Content or to review or edit any Member Content, but has the right to do so for the purpose of operating and improving the Site, Application and Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms. ENTR reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that ENTR, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, Application or Services.
If you meet with a Plus One or a Hero you feel 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 ENTR by contacting us with your police station and report number; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.
14. Intellectual Property Ownership and Rights Notices
The Site, Application, Services, and Collective Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site, Application, Services and Collective Content, including all associated intellectual property rights, are the exclusive property of ENTR and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Application, Services, or Collective Content. All trademarks, service marks, logos, trade names, and any other proprietary designations of ENTR used on or in connection with the Site, Application, Services, and ENTR Content are trademarks or registered trademarks of ENTR in the US and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Site, Application, Services, and ENTR Content are used for identification purposes only and may be the property of their respective owners. As a Hero, Plus One, or Member, you understand and agree that you are bound by the additional Terms, Guidelines and Policies that apply to your use of the Site, Application, Services and Collective Content.
15. Additional Terms
Our Site, Application and Services have different products, features and offerings, so sometimes additional terms or product requirements may apply to your use of those products, features or offerings. For example, additional terms apply if you refer new users to ENTR ("Referral Program"). If additional terms are available for the relevant product or Services you use, those additional terms become part of these Terms.
16. Application License
Subject to your compliance with these Terms, ENTR grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on each mobile device or computer that you own or control and run such copy of the Application solely for your own personal use. Furthermore, with respect to any Apple App Store Sourced Application (defined below), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple's proprietary operating system) and (ii) as permitted by the "Usage Rules" set forth in the Apple App Store Terms of Service. ENTR reserves all rights in the Application not expressly granted to you by these Terms.
17. ENTR Content and Member Content License
Subject to your compliance with these Terms, ENTR grants you a limited, non-exclusive, non-transferable license, to (i) access and view any ENTR Content solely for your personal and non-commercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Application, Services, or Collective Content, except 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 ENTR or its licensors, except for the licenses and rights expressly granted in these Terms.
18. Member Content
We may, in our sole discretion, permit you to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site, Application, Services, or through ENTR promotional campaigns, you hereby grant to ENTR a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, by means of or to promote or market the Site, Application and Services. ENTR does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.
You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site, Application, Services or through ENTR promotional campaigns. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site, Application, Services or through ENTR promotional campaigns or you have all rights, licenses, consents and releases that are necessary to grant to ENTR the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or ENTR's use of the Member Content (or any portion thereof) on, through or by means of the Site, Application, the Services or ENTR promotional campaigns 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.
The Site, Application and Services may contain links to third-party websites or resources. You acknowledge and agree that ENTR is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by ENTR of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Application and Services ("Feedback"). You may submit Feedback by emailing us at email@example.com , or by other means of communication. You acknowledge and agree that all Feedback you give us will be the sole and exclusive property of ENTR and you hereby irrevocably assign to ENTR and agree to irrevocably assign to ENTR all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback. At ENTR's request and expense, you will execute documents and take such further acts as ENTR may reasonably request to assist ENTR to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
21. Copyright Policy
ENTR respects copyright law and expects its users to do the same. It is ENTR's policy to terminate in appropriate circumstances the ENTR Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
22. Term and Termination, Suspension and Other Measures
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 ENTR terminate the Agreement as described below.
A. Termination for convenience
You may terminate this Agreement at any time by sending us an email. If you cancel your ENTR Account as a Hero, any confirmed bookings will be automatically cancelled and your Plus Ones will receive a full refund net of any applicable Stripe payment processing fees. If you cancel your ENTR Account as a Plus One, any confirmed bookings will be automatically cancelled and any funds held in escrow will be distributed as per the Cancellation and Refund provisions set forth in Section E.
Without limiting our rights specified below, ENTR may terminate this Agreement for convenience at any time by giving you 30 days' notice via email to your registered email address.
B. Termination for breach, suspension and other measures
ENTR may immediately, without notice terminate this Agreement if (i) you have materially breached these Terms or our Policies, including but not limited to any breach of your warranties outlined in these Terms or breach of the "User Conduct" provisions in these Terms, (ii) you have provided inaccurate, fraudulent, outdated or incomplete information during the ENTR Account registration, or Listing process or thereafter, (iii) you have violated applicable laws, regulations or third party rights, or (iv) ENTR believes in good faith that such action is reasonably necessary to protect the safety or property of other Members, ENTR or third parties, for fraud prevention, risk assessment, security or investigation purposes.
In addition ENTR may deactivate or delay Listings, or other Member Content, cancel any pending or confirmed bookings, limit your use of or access to your ENTR Account and the Site, Application or Services, temporarily or permanently revoke any special status associated with your ENTR Account, or temporarily or permanently suspend your ENTR Account if (i) you have breached these Terms or our Policies, including material and non-material breaches and receiving poor ratings from Heroes or Plus Ones, or (ii) ENTR believes in good faith that such action is reasonably necessary to protect the safety or property of Members, ENTR or third parties, for fraud prevention, risk assessment, security or investigation purposes.
If you or we terminate this Agreement, we do not have an obligation to delete or return to you any of your Member Content, including but not limited to any reviews or Feedback. When this Agreement has been terminated, you are not entitled to a restoration of your ENTR Account or any of your Member Content. If your access to or use of the Site, Application and Services has been limited or your ENTR Account has been suspended or this Agreement has been terminated by us, you may not register a new ENTR Account or attempt to access and use the Site, Application and Services through other ENTR Accounts.
If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.
IF YOU CHOOSE TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT OR PARTICIPATE IN THE REFERRAL PROGRAM, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT ENTR DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND OR REGISTERED SEX OFFENDER CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, PLUS ONES AND HEROES, BUT MAY CONDUCT SUCH BACKGROUND OR REGISTERED SEX OFFENDER CHECKS IN ITS SOLE DISCRETION. IF WE CHOOSE TO CONDUCT SUCH CHECKS, 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 USER OR GUARANTEE THAT A USER WILL NOT ENGAGE IN MISCONDUCT IN THE FUTURE.
THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT AND REFERRAL PROGRAM ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ENTR EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ENTR MAKES NO WARRANTY THAT THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE LISTINGS OR ANY ACCESS, OR THE REFERRAL PROGRAM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. ENTR MAKES NO WARRANTY REGARDING THE QUALITY OF ANY LISTINGS, ACCESS, HEROES, PLUS ONES, YOUR ACCRUAL OF ENTR TRAVEL CREDITS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, APPLICATION, SERVICES OR REFERRAL PROGRAM.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ENTR OR THROUGH THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY HEROES OR PLUS ONES. YOU UNDERSTAND THAT ENTR DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE, APPLICATION OR SERVICES OR TO REVIEW OR VISIT ANY ACCESS. ENTR MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE, APPLICATION OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE, APPLICATION OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, PLUS ONES AND HEROES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY ENTR. ENTR EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY PLUS ONE OR OTHER THIRD PARTY.
24. Limitation of Liability
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 SITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT, YOUR LISTING OR BOOKING OF ANY ACCESS VIA THE SITE, APPLICATION AND SERVICES, YOUR PARTICIPATION IN THE REFERRAL PROGRAM, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF ENTR WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER ENTR NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT OR THE REFERRAL PROGRAM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, APPLICATION, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION, SERVICES, OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM OR FROM YOUR LISTING OR BOOKING OF ANY ACCESS VIA THE SITE, APPLICATION AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ENTR HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE HEROES PURSUANT TO THESE TERMS OR AN APPROVED PAYMENT REQUEST UNDER THE ENTR HERO GUARANTEE, IN NO EVENT WILL ENTR'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE, APPLICATION AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR LISTING OR BOOKING OF ANY ACCESS VIA THE SITE, APPLICATION AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM AND IN CONNECTION WITH ANY ACCESS OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE SITE, APPLICATION AND SERVICES AS A PLUS ONE IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE A HERO, THE AMOUNTS PAID BY ENTR 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), 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 ENTR 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.
You agree to release, defend, indemnify, and hold ENTR 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 (a) your access to or use of the Site, Application, Services, or Collective Content or your violation of these Terms; (b) your Member Content; (c) your (i) interaction with any Member, (ii) booking of an Access, or (iii) creation of a Listing; (d) the use, condition or rental of an Access by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a rental, booking or use of an Access; and (e) your participation in the Referral Program or your accrual of any ENTR Travel Credits.
26. Export Control and Restricted Countries
You may not use, export, re-export, import, or transfer the Application except as authorized by United States law, the laws of the jurisdiction in which you obtained the Application, and any other applicable laws. In particular, but without limitation, the Application may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Persons List or Entity List. By using the Site, Application and Services, you represent and warrant that (i) neither you nor your listed Access is located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Site, Application and Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons. ENTR does not permit Listings associated with certain countries due to U.S. embargo restrictions. In addition to complying with the above, you must also comply with any relevant export control laws in your local jurisdiction.
27. Accessing and Downloading the Application from iTunes
The following applies to any Application accessed through or downloaded from the Apple App Store ("App Store Sourced Application"):
o You acknowledge and agree that (i) these Terms are concluded between you and ENTR only, and not Apple, and (ii) ENTR, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Services.
o You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
o In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between ENTR and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of ENTR.
o You and ENTR acknowledge that, as between ENTR and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
o You and ENTR acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party's intellectual property rights, as between ENTR and Apple, ENTR, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
o You and ENTR acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
o Without limiting any other terms of these Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
28. Entire Agreement
Except as they may be supplemented by additional ENTR policies, guidelines, standards, or terms for a specific product, feature, service or offering, these Terms constitute the entire and exclusive understanding and agreement between ENTR and you regarding the Site, Application, Services, Collective Content (excluding Payment Services), and any bookings or Listings of Access made via the Site, Application and Services (excluding Payment Services), and these Terms supersede and replace any and all prior oral or written understandings or agreements between ENTR and you regarding bookings or listings of Access, the Site, Application, Services, and Collective Content (excluding Payment Services).
You may not assign or transfer these Terms, by operation of law or otherwise, without ENTR's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. ENTR may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by ENTR (i) via email (in each case to the address that you provide) or (ii) by posting to the Site or via the Application. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
31. Controlling Law and Jurisdiction
These Terms and your use of the Services will be interpreted in accordance with the laws of the State of Delaware and the United States of America, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a state court located in County of New Castle, Newark, Delaware for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution provision below.
32. Dispute Resolution
All disputes arising out of or in connection with the present Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce of Paris by three arbitrators. Arbitration is to be conducted in English, in Beirut, Lebanon. The Two Parties declare to adhere to the provisions of said Rules, undertake to abide by them and waive all right of recourse against the award. Each party will bear definitely its own expenses and costs of arbitration. Notwithstanding the foregoing, if a Party intends to file for an injunction it can do so before the regular state courts having jurisdiction over the subject matter.
The failure of ENTR to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of ENTR. 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. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
34. Third party beneficiary
These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
35. Contacting ENTR
If you have any questions about these Terms or any App Store Sourced Application, please contact ENTR at firstname.lastname@example.org