Terms of Service
Socialite User Agreement
- The Site
- Socialite Policies
- Service Contract Terms Between Employer and Contractor
- Acknowledgements by User of Socialite's Role
- Fees and Payments
- Confidential Information
- Warranty Disclaimer
- Limitation of Liability
- Indemnification
- Term and Termination
- Audit Rights
- Entire Agreement
- General
- Definitions
Socialite User Agreement
The Night Out With A Socialite User Agreement, (the "Agreement") is entered into by and between the company or individual specified during this online registration process ("Socialite"), the purchaser of Socialite Events (User) and Night Out With a Socialite Pty Ltd, a Australian company with its principal place of business at 86 Bayview Ave, East Gosford, NSW, Australia ("Supplier") for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged. Capitalized terms are defined throughout the Agreement and in Section 14.
The policies, terms and conditions below limit Socialite's liability and obligations to you and allow Socialite to change, suspend or terminate your access to and use of the Site. We urge you to carefully read the following terms and conditions. This Agreement may be modified at any time by Socialite without prior notice to or the consent of Users.
The terms Employer and Contractor for purposes of this agreement are used in a generic sense and are not meant to define the legal nature of the agreement and should not be construed as an admission or any indication of the type or nature of the Services rendered by Contractor(s).
Your access to and use of the Site is also governed by information and guidelines made available on the Socialite Website (the "Site"). To the extent that there are any conflicts between the terms, conditions or policies of this Agreement and the Site, the terms, conditions and policies of this Agreement will govern.
You Understand that by checking the BOX AND CLICKING THE "SUBMIT" BUTTON, BY USING THE SITE (INCLUDING ANY CONTENT PROVIDED THEREIN) OR YOUR SOCIALITE ACCOUNT, HAVING ANY FORM OF COMMUNICATION WITH AN EMPLOYER OR CONTRACTOR OR BY POSTING ANY CONTRACTS VIA THE SITE, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE. IF YOU AGREE TO THESE TERMS AND CONDITIONS ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS TO THIS AGREEMENT AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, "YOU" AND "YOUR" WILL REFER AND APPLY TO THAT BUSINESS.
1.THE SITE
1.1 Purpose of the Site.
The Site is an online portal and website located at www.NightOutWithaSocialite.com (the "Site") provided by Socialite where Users may locate Employers who purchase Services or Contractors that provide Services and access and use the Socialite Resources (collectively, the "Site"). In addition, payments for the Services contracted for through the Site are made through the Site. On the Site, Contractors may post events employers and Contractors may post information about their capabilities and bid on Contracts.
The Site is available only to legal entities/persons who are at least twenty one (21) years old and are otherwise capable of forming legally binding contracts under applicable law. Without limiting the foregoing, the Site is not available to temporarily or indefinitely suspended Users. Users are not employees, agents or contractors of Socialite at any time and do not have the authority to enter into any contracts on behalf of Socialite, except as may otherwise be provided herein.
User agrees that he/she/it is not (a) a citizen of or reside in a country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that permits the service offered as legal; or (c) an individual that is an ex convict or holds any illegal offences against their name.
1.3 Role of Service Contracts and the Role of Socialite.
If an Employer accepts a Contractor's event for an experience, a services contract is formed directly between such Employer and Contractor subject to the terms specified in Section 3 (Service Contract Terms Between Employer and Contractor) and/or any other terms and conditions that Employer and Contractor may agree upon through the Site ("Service Contract"). Socialite is not a party to any Service Contract between Employers and Contractors and Socialite itself does not deliver any Contracts or Work Product, nor does Socialite make any representations regarding the quality thereof, except as may be otherwise explicitly set forth by Socialite. Any agreement or attempted agreement between Employer and Contractor, in connection with a Service Contract, requiring that payment be made outside of the Site shall constitute a material breach of this Agreement and be subject to the "Buy-Out" provision set forth in the Billing and Payments Policy below.
1.4 Acknowledgement of Socialite's Interest in Proper Performance of Service Contracts.
User acknowledges and agrees that the reputation and goodwill of Socialite may be adversely affected if, as an Employer or Contractor, the User engages in violations of the Service Contract. Socialite has the right to take action, including legal action, against the User as Socialite, in its sole discretion, deems necessary to protect the interests of Socialite. Socialite reserves the right to place a financial hold on and reclaim funds available in the User's account in the event of a material breach of this Agreement. Nothing in this provision should be construed as providing Socialite with the right or obligation to supervise or monitor the actual Services performed by the Contractor .
1.5 Payment of Socialite Fee.
User agrees that Socialite shall be paid a fee (the "Socialite Fee") for services and experiences including but not limited to maintaining the Site, providing online management resources , and/or managing payment between Users. The amount of such fee and the method of its payment are set forth below in Section 2 (Socialite Policies).
2. SOCIALITE POLICIES
2.1 Socialite Fee.
Socialite will charge a fee equal to 20% of the Employer's payment and remit the remaining 80% to the Contractor. No modification or amendment to this pricing shall be binding upon either party unless included in a written instrument signed by a duly authorized representative of each party (and, for the purposes of this Section 2.1, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles).
Socialite has created a marketplace to connect Employers and Contractors of Services using our systems and resources. Socialite is not a service company and does not manage individual Services or individual Contractors or their work, in any manner. Socialite expects a consistent and high level of courtesy, respect and professionalism from all of its Users toward each other and reserves the right to expel any User from our network at any time. Users agree to use good judgment when posting information, comments, feedback or other content regarding other Users, Socialite or any other third party anywhere within the Site. Users may be held legally responsible for damages suffered by other Users, Socialite or any third party as a result of legally actionable or defamatory comments, remarks or other information or content posted to the Site. All Employers and Contractors are to comply with any policies which are incorporated into this Agreement by reference. These policies may be modified from time to time at Socialite's discretion and the current effective policy will be deemed to be part of this Agreement.
Under federal law, Socialite is not legally responsible for any remarks, information or other content posted or made available on the Site by any User or third party, even if such information or content is defamatory or otherwise legally actionable. Socialite is not responsible for and does not monitor or censor content for accuracy or reliability. However, Socialite reserves the right to remove or restrict access to any information or content posted or made available on the Site if ordered to do so by a court or if Socialite considers such information or content to be in violation of this Agreement. Violation of the Agreement may result in suspension or termination.
All identity information associated with an Socialite User Account must be real and verifiable. Each User Account must be used by only one person, and each person is allowed to use only one User account. Socialite reserves the right to validate User information at any time, including but not limited to the verification of one or more official government or legal documents that confirm the User's identity. Failure to provide identity verification when requested is a violation of this Agreement. The User is solely responsible for ensuring and maintaining the secrecy and security of the Socialite password. User agrees not to disclose this password to any third party and shall be solely responsible for any use of or action taken through the use of such password on Socialite. User will not allow third parties to perform any action, including but not limited to, posting jobs, bidding for or performing Services under the User's Socialite account.
2.4 Event Postings and Applying as Contractor.
All jobs posted to Socialite must be in English and not contain any information enabling or requests for contact or payment outside of the Site. Event postings must be of a professional nature and accurately describe the Services requested. They should be free of offensive language or advertisements for other products or services. Job postings may not request any service that is illegal or violates intellectual property rights, copyrights or the terms of service of another service, product or website. Event postings of an adult or potentially offensive nature should notify potential readers in the title of the Job Posting.
2.4.2 Applying to be a Contractor.
All information provided in an application must be true, accurate and complete. Socialite reserves the right to verify any and all information provided on a User's profile or event application. By applying to a contractor, the User is attesting that he/she/it has the skills and ability to perform the events and/or experiences by the dates stated in the event posting.
2.5 Managing and Working on Contracts.
Socialites agree to regularly review their Bookings, upcoming events, and reviews from past customers and respond promptly to communications with and requests for information from the Supplier.
The Socialite is responsible for providing all tools, means and resources necessary to complete the Event, unless explicitly stated in advance by the Socialite. Socialites agree to respond to all Suppliers communications and requests for information within one business day. If the Socialite will be unable to meet this requirement due to an absence, he is expected to notify the Supplier at least 2 weeks prior. After the completion of a Event, the Socialite agrees to provide timely, honest and objective feedback on the User.
2.6.1 Discretion
The Supplier, given feedback from the User and Socialite, have complete and sole discretion on the satisfactory completion of a Event and are under no obligation to pay unless the Socialite meets expectations set out for the Event.
The Supplier shall make all payments relating to, or in any way connected with, a Event through the payment channels provided or specified by Suppler. The User shall not make any such payments directly to a Contractor or through any other payment channels.
Any action that encourages or solicits complete or partial payment outside of the Supplier system is a violation of this Agreement. Should an Socialite be found in violation of this section of this Agreement, it will owe Supplier fees equal to the greater of a) $2,500; or b) the applicable fees had the payments been processed through the Socialite system plus 20%.
Users shall immediately notify Supplier if a Socialite requests that Employer make a payment directly to it or through any channels other than those provided or specified by Suppler.
Socialites shall not accept any payments relating to a Event from a User directly or through any payment channels other than those provided or specified by the Site. Socialites shall immediately notify Supplier if a User or any of its agents attempts to make a payment to Socialites directly or through any payment channels other than those provided or specified by Socialite.
The Supplier provides the Payment Service and requires Users to use it to make all payments to Socialite and to make and accept payments from other Users in the purchase and sale of Events and Services through the Site. Each User must properly discharge and credit its Socialite for all payments Socialite receives through the Payment Service from such User. Amounts transferred or stored in the Payment Service are insured deposits. Solely for purposes of the Payment Service and not for any other Services available through the Supplier Platform, the Supplier acts as your agent and as a trustee or fiduciary with respect to such funds or payments.
You understand and agree that Supplier will hold funds delivered as payments to Socialite from Users in a separate account, but may commingle and deposit such funds with other funds to be paid to Socialite. In addition, you understand that such commingled funds could be used to pay other Socialites and by Supplier for general corporate purposes or otherwise, provided that Supplier will remain contractually obligated to make payment to you, for any event and services sold through the Site. Except pursuant to the Hold On Funds Policy below, to the extent Supplier is obligated to make payment to you as a Socialite.
2.8 Charge-backs, cancellation of credit card and any other intentional non-payment.
If User instructs his bank or credit card company to issue a charge back on any payment, cancels a credit card prior to an event or engages in any other intentional non-payment, it will be deemed a payment made in bad faith and a violation of the booking.
All event bookings will be frozen, refunded or dealt with in a manner Suppler deems appropriate. Additionally, User agrees that Socialite may pursue whatever legal means become necessary to secure repayment of the entire amount of the bad faith payment from the User. User agrees to pay all Socialite costs in securing such payment, including collection agency costs and reasonable attorneys' fees.
Supplier will deposit funds into Socialite given paypal account within 4 days on either Tuesday or Thursday for you to use or withdraw. In cases of fraud, abuse or violation of this Agreement, the Socialite payment guarantee shall be revoked and all monies in the account may be held and/or reclaimed, not just those from the User(s) under investigation.
Users may dispute their night out experience, given that the night out does not run as according to the description, during the 3 days after their event experience. It is the Socialites responsibility to review their complaint and feedback of every event on a weekly basis and respond to any disputes on a timely basis. Once the dispute period has passed, the charges are accepted by the sand can no longer be disputed and can only be refunded by the Socialite. Disputes can only address events completed, given the quality of the work performed or deliverables as outlined in event description.
The night out experience cannot be disputed given your personal desires, tastes and expectations. While Socialites are committed to meeting your expectations; all experiences are subjective and personal.
Users can provide feedback and rate as a means through which Users can express their opinions publicly and Socialite does not monitor or censor these opinions or investigate any remarks posted by Users for accuracy or reliability. You acknowledge and agree that the Site will contain public feedback from Users with whom you have transacted. You acknowledge that feedback results for you may consist of comments and ratings left by other Users and that Socialite may calculate a composite feedback number based on these individual ratings. You may be held legally responsible for damages suffered by other Socialite, Users or third parties as a result of these remarks if a court finds that these remarks are legally actionable or defamatory. Supplier is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. Any effort to falsify feedback, manipulate or coerce another User by threatening negative feedback or offering to sell or buy Services in exchange for feedback is in violation of this Agreement. Supplier reserves the right to delete ratings and feedback as it deems appropriate.
Supplier may provide skills tests through its own means or third parties. These tests are optional for the Socialite. They are meant as a data point in evaluating Contractors and are in no way a certification by Supplier of the Socialites ability to perform Services associated with a test. Manipulating test scores by providing or receiving answers to the test, allowing others to take the tests or any other attempt at falsifying credentials is a violation of this Agreement.
By submitting personal information through the Site, you expressly consent to the processing of your personal information according to this Privacy Policy. Your personal information may be processed by the Site in the country where it was collected, as well as other countries (including the United States) where laws regarding processing of personal information may be less stringent than the laws in your country. Supplier reserves the right to use the general data (not personally identifiable) it obtains from Users' use of the system, including all statistical information. You acknowledge that such data belongs to Site and that Supplier shall have the right to use such general data as it determines in its sole discretion. Supplier may send you email communications including information that we may think may be of interest to you. We do not send any of your Personally Identifiable Information to our advertisers, and your Personally Identifiable Information will never be released to a third party without your express consent, with the exception of our credit card processing and payment partners where release is required to receive or make payments.
We will use commercially reasonable methods to keep Personally Identifiable Information securely in our files and systems. Our Payment System is operated using secure Internet connections, including SSL (Secure Sockets Layer) encryption, to help protect your financial data.
2.13.2 Information gathered during registration.
If you register to buy or sell events using the Site, we collect and store information that specifically identifies you or your account ("Personally Identifiable Information"). At this time, the most information you would be required to submit is information about your skills, abilities to perform service work, your first name, last name, password, address, city, state, zip/postal code, country and email address. Socialites are also required to submit information necessary to complete their W-9s, including but not limited to social security/tax identification number. Users wishing to pay for events or services are also required to enter a valid credit card number and name as it appears on the credit card or other information such as bank routing and account numbers to facilitate ACH payments. We may, in the future, include other optional requests for information from you, to help us to tailor the site for you and deliver personalized information to you. We may supplement our information with additional information purchased from third parties for marketing purposes. Credit card information and any bank information will be transmitted via SSL encryption for your protection.
2.13.3 Use of Personally Identifiable Information.
We use Personally Identifiable Information for our own internal purposes including contacting you via email to inform you about updates to the Site and providing you with services and information relating to e-commerce transactions that you conduct on the site. We reserve the right to disclose your information as required by law. Socialite will never rent, sell or provide personally identifiable information to third parties unless required to provision a service explicitly requested and agreed to by the User. Any Personally Identifiable Information you agree to provide may be received by third party and could be stored and used by the party according to their privacy policy.
Supplier is not responsible for the privacy practices or the content of any other web sites to which the site links or which link to the site. By clicking on a link, logo or other item, please note that you may no longer be on the Site. To check what Internet location you are on, note the URL at the top and/or bottom of your browser. We encourage you to read the posted privacy statement of that web site whenever interacting with any site.
2.13.5 Automatically gathered information.
Supplier automatically collects your browser type and browser software version to tailor the presentation of the Site to your platform and to maintain a record of your activity on the site. Socialite uses cookies to enable Users to specify unique preferences and to track User trends and patterns. Users always have the option of disabling cookies via their browser preferences. If you disable cookies on your browser, please note that some parts of our site may not function as effectively or may be considerably slower. As an automatic process, our webserver software records a log file of IP addresses that access the Site. We also collect IP address and other system information for purposes of statistical analysis and to maintain the trust and security of the Site. We will not use IP addresses or other system information to identify a User unless we determine, in our sole discretion, that it is necessary to enforce compliance without various policies to protect our service, site, customers and others. Notwithstanding the foregoing, Supplier gathers only that information that is reasonably necessary for it to operate the Site and otherwise conduct its business. Supplier uses commercially reasonable efforts to ensure that its collection of such relevant information does not interfere with the operation or security of your system.
Socialite offers a payment system that allows Users and Socialites to pay with a credit card or via the "Payment System". If you make use of this service, Supplier will collect your credit card number and/or other entered financial institution information and will use that information to bill you any fees and/or to perform the billing operation on behalf of the Contractor, including but not limited to the use and disclosure of such credit card number and information to third parties as necessary to complete such billing operation.
2.14 Enforcement of User Agreement and Policies.
Supplier has the right, but not the obligation, to suspend or cancel your account if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting Supplier other remedies, we may suspend or terminate your account, reclaim any available funds and refuse to provide any further access to the Site to you if (a) you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our Users or for Supplier. Once suspended or terminated, you MAY NOT continue to use the Site under a different account or reregister under a new account. If you attempt to use the Socialite service under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment method to pay for any amounts outstanding. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. If a Socialite engages in actions or activities which circumvent the Site or otherwise reduces fees owed Supplier under this Agreement, that Socialite will be liable to Supplier for the fees due and may be subject to additional sanctions including, but not limited to, suspension or termination of your Socialite account. Supplier reserves the right to terminate any User for any reason, at its sole discretion and to refuse to provide registration and membership to you in the future. We will notify you if we cancel your membership, unless in our judgment giving notice would cause a risk of further violation or damages. However, we will notify you that your account will be canceled if the law requires such notification. When your membership is canceled, you may no longer have access to any parts of the Site, including data, messages, files and other material you keep on Socialite. All intellectual property provided by User for the purposes of completing events will be returned immediately upon termination.
3.Service Contract Terms Between Employer and Contractor
User agrees that all Event Bookings between User and Socialite shall: (i) include but not be limited to substantially the same material terms and conditions provided in Sections 3.1 through 3.10 below ("Standard Terms"); (ii) name Supplier as an express third party beneficiary under the Service Contract; and (iii) make no representations or warranties or enter into any contracts on behalf of Supplier, except as may be otherwise provided for herein. Notwithstanding the foregoing, to the extent that User and Socialite agree to terms in their Service Contract materially different than the Standard Terms, nothing in such Service Contract will in any way limit or modify Suppliers rights.
Socialites shall perform Events and Services in a professional and workmanlike manner. Under Fixed-Price events or events Users have successfully bid upon, Socialites shall deliver the agreed-upon Work Product.
User shall pay Supplier the fixed fee for event or the highest bid for the event. All amounts paid by User shall be paid through the Site as set forth above.
3.3 Termination of a Service Contract.
Either party may terminate the Event Booking two weeks before the event.
Termination of your booking before 72hours of the event will result in a 50% lose of payment.
Termination of your booking 72hours before the event will result in a 100% lose of payment.
Supplier assumes all liability for proper classification of Socialites as independent contractors based on IRS and other federal, state and local guidelines. Supplier and Socialite further acknowledge and agree that the relationship exists specifically and expressly between User and Socialite and that no employment relationship exists between Supplier and Socialite or User and Supplier. This Agreement does not create a partnership or agency relationship between Supplier and Socialite. Socialite does not have authority to enter into written or oral whether implied or express contracts on behalf of Supplier.
Socialite recognizes, acknowledges and agrees that he/she/it is not an employee of Supplier and does not receive any training from Supplier. Socialite acknowledges that Supplier does not, in any way, supervise, direct, or control Socialites work or Services performed in any manner. Supplier does not set Socialites event description and event services. Supplier will not provide Socialite with any equipment, labor or materials needed for a particular Event.
Supplier will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee. Supplier and Socialite will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to Socialites performance of Services.
For Contracts classified as independent contractor relationships, User may not require an exclusive relationship between User and Socialite. A Socialite classified as independent contractor is free at all times to provide Services to persons or businesses other than User, including any competitor of User.
User and Socialite agree to indemnify, hold harmless and defend Supplier from any and all claims asserted by Users arising out of or related to the independent contractor relationship, including but not limited to claims that Socialite was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that Socialite was misclassified as an employee (including, but not limited to, taxes, penalties, interest and attorney's fees), any claim that Supplier was an employer or joint employer of Socialite, as well as claims under any employment-related laws, including, but not limited to, claims arising under any Fair Employment Act; Business and Professions Code; Civil Rights Act; Fair Labor Standards Act; Income Security Act; Disabilities Act; Discrimination in Employment Act; Family and Medical Leave Act; Family Rights Act; Labor Code; Civil Code; Constitution; and any and all other federal, state or local laws and regulations relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits, inasmuch as is permissible by federal, state, local or municipal law.
Events shall be governed by Sections 6 (Confidential Information) 13 (General) and 14 (Definitions) of this Agreement, as applicable either directly or by way of analogy.
The terms and conditions set forth in this Section 3 and/or any additional or different terms expressly agreed by User and Socialite through the Site shall constitute the entire agreement and understanding of User and Socialite with respect to each Service Contract and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.
4ACKNOWLEDGMENTS BY USER OF SOCIALITE'S ROLE.
4.1 Service Contracts.
User expressly acknowledges, agrees and understands that: (i) the Site is merely a venue where Users may act as Users or Socialites; (ii) Socialite is not a party to any Service Contracts between User and Socialites; (iii) Supplier recognizes, acknowledges and agrees that he/she/it is not an employee of Socialite and that Supplier does not, in any way, supervise, direct, or control User's work or Services; (iv )Supplier shall not have any liability or obligations under or related to Service Contracts or any acts or omissions by Socialites; (v) Supplier has no control over Socialites or over the Services or Events promised or rendered by Socialites; and, (vi) Supplier makes no representations as to the reliability, capability, or qualifications of any Socialite or the quality, security or legality of any Event or Service, and Supplier disclaims any and all liability relating thereto.
Socialite and its licensors reserve all Proprietary Rights in and to the Socialite Resources. User may not use the Socialite Resources except as necessary for the purposes of discharging its obligations under this Agreement and any Service Contract entered into pursuant to this Agreement and on the terms set out in the License Agreement. Without limiting the terms of Section 12.5, Socialite reserves the right to suspend or terminate User's access to the Site and Socialite Resources at any time in its sole discretion, and to withdraw, expand and otherwise change the Site and Socialite Resources (including the functionality of the Socialite Resources) at any time in Socialite's sole discretion. Without limiting any provisions contained in the License Agreement, User shall not be entitled to create any "links" to the Socialite Resources, or "frame" or "mirror" any content contained on, or accessible through, the Socialite Resources, on any other server or internet-based device.
Supplier is paid its commission fees for the maintenance and marketing of the Site. All fees are non-refundable, whether or not Contracts were satisfactorily completed.
5.FEES AND PAYMENTS.
5.1 Formal Invoices and Taxes.
Suppliers shall have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to Socialites Fees. Instead, Socialites shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Socialites Fees and for issuing any invoices so required. Socialite shall also be solely responsible for: (a) determining whether User or Socialite is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Socialites Fees, and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Socialite, as appropriate; and (b) determining whether Socialite is required by applicable law to withhold any amount of the Socialites Fees, notifying User of any such requirement and indemnifying Socialite (either by permitting Socialite to offset the relevant amount against a future payment of Socialites Fees or by refunding to Socialite the relevant amount, at Socialite's sole discretion) for any requirement to pay any withholding amount to the appropriate authorities. Supplier shall have the right, but not the obligation, to audit and monitor Socialites compliance with applicable tax laws as required by this Section 4.2. Further, in the event of an audit of Socialite, Socialites agrees to promptly cooperate with Supplier and provide copies of Socialites state and federal income tax returns, and other documents as may be reasonably requested for purposes of such audit.
Users hereby authorizes Supplier to run credit card authorizations on all credit cards provided by Employer, to store credit card details as Employer's method of payment for Services, and to charge Employer's credit card (or any other form of payment authorized by Socialite or mutually agreed to between Employer and Socialite).
5.3 Dispute Resolution Policy Between Socialite and User.
All disputes between a Socialite and an User regarding the event experience shall be resolved pursuant to Socialite's Dispute Resolution Policy (Section 2.10 above)
Users will guarantee payment to Socialites 24 hours before the event.
5.5 Access to Socialites Funds.
Amounts available in the account of Socialites may be held or reclaimed by Supplier only if Supplier has found the Socialite to be in violation of this Agreement, or where there is suspicion or confirmation of fraudulent activities or abuse. Funds held by Supplier do not expire.
5.6 Choice of Law.
With the exception of non-compete agreements entered into by and between Users and non-Australian Contractors (see Section 2.14), this Agreement and any controversy, dispute or claim arising out of or relating to this Agreement ("Claims") shall be governed by and construed in accordance with the laws of NSW State without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
5.7 Informal Dispute Resolution and Arbitration.
Socialite and User hereby agree that any Claims shall first be settled through the Socialite dispute resolution program. Claims that the parties cannot resolve informally and where the amount in controversy is less than USD$5,000, the parties agree to resolve the Claims in a cost-effective manner through binding non-appearance-based arbitration conducted by a single arbitrator. If a party elects arbitration, that party will initiate the arbitration through an established alternative dispute resolution (ADR) provider mutually agreed upon by the parties or the Australian Arbitration Association (AAA) if no other service is agreed upon. The arbitrator shall be selected from a list of no less than five names through alternative strikes. Unless the parties mutually agree otherwise, the ADR provider and the parties will proceed as follows:
a. the arbitration will be conducted by telephone and/or be solely based on written submissions, as specified by the party that initiates the arbitration;
b. the arbitration shall not involve any personal appearance by the parties or witnesses; and
c. any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Disputes over $5,000 that do not involve Socialite may be resolved in whatever forum the parties deem appropriate.
6.CONFIDENTIAL INFORMATION.
6.1 Confidentiality.
To the extent an User or Socialite provides Confidential Information to the other and/or to Supplier, the recipient shall protect the secrecy of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and shall not: (i) disclose Confidential Information to anyone except, in the case of Supplier, to any User or Socialite engaged in a Contract; and (ii) use the Confidential Information, except as necessary for the performance of Services for the relevant Contract (including, without limitation, the storage or transmission of Confidential Information on or through Supplier Resources for use by Socialite).
If and when Confidential Information is no longer needed for the performance of Services or Events for the relevant Contract, or at the Users or Socialites written request (which may be made at any time at Users or Socialites sole discretion), User, Socialite or Supplier (as the case may be) shall promptly destroy or return all Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. User, Socialite and Supplier agree to provide written certification to the party disclosing the Confidential Information of compliance with this Section 5.2 within ten (10) days after the receipt of disclosing party's written request to certify.
Without limiting Section 5.1 (Confidentiality), User, Socialite and Supplier shall not publish, or cause to be published, any Confidential Information, except as may be necessary for performance of Services for a relevant experience.
7.WARRANTY DISCLAIMER.
SUPPLIER MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, EVENTS, SITE RESOURCES, SITE OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOCIALITE DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SECTION 9.2 (TERMINATION) STATES USER'S SOLE AND EXCLUSIVE REMEDY AGAINST SUPPLIER WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES OR DISSATISFACTION.
8.LIMITATION OF LIABILITY.
IN NO EVENT WILL SUPPLIER BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT. THE LIABILITY OF SUPPLIER TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) U.S. $2,500; AND (B) ANY SOCIALITE FEES RETAINED BY SUPPLIER WITH RESPECT TO CONTRACTS ON WHICH USER WAS INVOLVED AS CONTRACTOR DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
9.INDEMNIFICATION.
9.1 Indemnification by User.
Each User shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to (i) such Users use of Events and Services, including without limitation claims by or on behalf of any Socialites for Worker's Compensation or unemployment benefits, or (ii) any events entered into between such User and a Socialite.
9.2 Indemnification by Socialite.
Each Socialite shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to (i) such Socialites provision of Services, or (ii) any events entered into between such Socialite and an User.
11.What makes you the agency?
In one simple word, YOU! We get most of our new clients off of referrals, so that means that most of our business comes through our clients being satisfied and letting other people know how great of a job we do. That also means that if you found us through Google or yahoo or any other search engine or link you are a lucky person. The other thing that makes us the “BEST†is that even though we know we are very efficient and good at what we do, we also know, no matter how good you are, there is always room to get better and we are constantly trying to do that. Through technology and client feedback we are constantly pushing the boundaries of how to get better in this industry.
14.DEFINITIONS.
14.1 "Agency Socialites" means a Contractor under contract to do work on Socialite on behalf of an Agency.
14.2 "Agency" means an organization seeking to make money on Socialite by selling the services of Agency Contractors.
14.3 "Contract" means a particular event or service for which a User has purchased to be performed by a Socialite.
14.4
"Confidential Information" means User or Socialite Deliverables and any other information provided to, or created by, a Socialite for an event, regardless of whether in tangible, electronic, verbal, graphic, visual or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Socialite or User; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party's obligations of confidentiality; or (d) was independently developed by Socialite without use of Confidential Information.
14.5 "Socialite" means any individual, utilizing the Site to offer Events and Services for Users to experience.
14.6 "Socialite Deliverables" means instructions, requests, IP and any other information or materials that an Employer receives from a Contractor for a particular Contract.
14.7 "Socialite Fees" means any amount paid or other payments made by an User for an Event or Contract.
14.8 "Effective Date" means the start date of an Event.
"User" means any company or individual, including Supplier, utilizing the Site to request Events and Services to be performed by a Socialite. The term User for purposes of this agreement is used in a generic sense and is not meant to define the legal nature of the agreement and should not be construed as an admission or any indication of the type or nature of the Services rendered by Socialite(s).
"User Deliverables" means instructions, requests, IP and any other information or materials that a Socialite receives from a User for a particular event.
"Socialite Resources" means any local knowledge, contacts, information and other items provided by Socialite, including, without limitation, Socialite Team, Socialite Contacts, Mailing List.
"Events and Services" means one of the many night out experiences performed by a Socialite, including but not limited to Best Bars, Iconic Bars, Best View, Singles Nights, Festivals and Day Tours.
