Terms of Use

BARSYS Terms of Use

Last Updated July 26, 2017

 

IMPORTANT PLEASE READ THESE TERMS OF USE CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND THE COMPANY FOR THE USE OF THE SITES AND SERVICES. BY ACCESSING OR USING THE SITES OR SERVICES YOU ARE ACCEPTING THESE TERMS OF USE (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS OF USE (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). AFTER YOU HAVE REVIEWED THESE TERMS, PLEASE INDICATE YOUR AGREEMENT TO THE TERMS BY CLICKING THE “CONTINUE” BUTTON. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS OF USE, DO NOT ACCESS OR USE THE SITES OR SERVICES.

 

The websites located at barsys.io and the Barsys mobile application (together, the “Sites”) are copyrighted works belonging to Barsys LLC and its affiliates (“Barsys,” “Company,” “us,” “our,” and/or “we”). These Barsys Terms of Use (“Terms” or “Terms of Use”) are a legally binding agreement between you, as an end-user of our Sites (“User,” “you,” and/or “your”), and the Company. The Company provides services through the Sites, including but not limited to a service for Users to mix beverages (collectively the “Services”). By accessing the Sites or using any of our Services, you agree to be bound by these Terms. Certain features of the Services or Sites may be subject to additional guidelines, terms, or rules, which will be posted on the Service or Sites in connection with such features. All such additional terms, guidelines, and rules are incorporated (including, but not limited to the Barsys Privacy Policy available at goldyevents.com/barsys/policy) by reference into and made a part of these Terms of Use.

 

1. Accounts and Payment

 

1.1. Account Creation. In order to use certain features of the Sites and Services, you must register for an account with the Company (“
Company Account”) and provide certain information about yourself as prompted by the Site registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Company Account at any time, for any reason, by following the instructions on the Site. The Company may suspend or terminate your Company Account in accordance with Section 9.

 

1.2. Account Responsibilities. You are responsible for maintaining the confidentiality of your Company Account login information and are fully responsible for all activities that occur under your Company Account. You agree to immediately notify the Company of any unauthorized use, or suspected unauthorized use of your Company Account or any other breach of security. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

 

1.3. Payment Terms. Applicable fees for certain Services offered through the Sites are available at goldyevents.com/barsys. We will invoice you for the fees payable hereunder in accordance with the above. All invoiced amounts are due and payable within thirty (30) days after the date of the applicable invoice (thirty (30) days being our standard timing unless negotiated otherwise) (except that, if you request, we shall automatically charge the credit card you specify, on the date of the applicable invoice). For any amount due hereunder and not received by us by the applicable due date, we shall have the right to charge an additional charge of one and one-half percent (1.5%) per month (or the maximum rate permissible under applicable law, if less than the foregoing) from the date due until paid. We reserve the right to suspend the Services at any time until all then-unpaid, past-due fees are paid in full. We will be entitled to reimbursement of reasonable collection costs and attorney fees in the event We retain a collection firm or legal counsel due to your nonpayment of fees. Except as expressly provided herein, all fees are nonrefundable, and payment obligations cannot be canceled, regardless of actual usage of the Services. Fees do not include, and you will pay, all sales, use, and other taxes imposed by law on you in connection with these Terms and the provision of the Services to you, excluding taxes on our income.

 

2. Site

 

2.1. License. Subject to these Terms of Use, the Company grants you a non-exclusive, non-transferable (subject to Section 11.3), non-sublicenseable right and license to access and use the Sites and Services, during the applicable Term and solely for your internal business purposes. All rights not expressly granted to you herein are reserved by the Company and its licensors.

 

2.2. Certain Restrictions. The rights granted to you in these Terms of Use are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Sites or Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Sites or Services; (c) you shall not access the Sites or Services in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Sites or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Sites or Services shall be subject to the terms of these Terms of Use. All copyright and other proprietary notices on any Sites or Services content must be retained on all copies thereof.

 

2.3. Modification. The Company reserves the right, at any time, to modify, suspend, or discontinue the Sites or Services or any part thereof with or without notice. You agree that the Company will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Sites or Services or any part thereof, except and if otherwise expressly set forth in Section 8.

 

2.4. No Support or Maintenance. You acknowledge and agree that the Company will have no obligation to provide you with any support or maintenance in connection with the Sites or Services other than as set forth in Section 6 below.

 

2.5. Ownership. Excluding your User Content (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets in the Sites and Services are owned by the Company or the Company’s licensors. The provision of the Sites and Services does not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. The Company and its suppliers reserve all rights not granted in these Terms of Use.

 

2.6. Consent to Use of Personal Data. By using our Sites or Services, you agree that Company may collect and use personal data about you. Such information collected through the Services or Sites shall only be used in accordance with the Barsys Privacy Policy.

 

3. User Content

 

3.1. User Content. You retain all your intellectual property rights in your User Content. “User Content” means any and all information and content that a User submits to, or uses with, the Sites or Services (e.g., content in the User’s profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy, as set forth below. You may not state or imply that your User Content is in any way provided, sponsored, or endorsed by the Company. Because you alone are responsible for your User Content (and not the Company), you may expose yourself to liability if, for example, your User Content violates any provisions set forth in the Acceptable Use Policy. The Company is not obligated to backup any User Content and User Content may be deleted at any time. You are solely responsible for creating backup copies of your User Content if you desire.

 

3.2. License. You hereby grant, and you represent and warrant that you have the right to grant, to the Company, an irrevocable, nonexclusive, royalty free, fully-paid, and worldwide license to reproduce, distribute, publicly display, and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content in the Sites and Services. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

 

3.3. Acceptable Use Policy. The following sets forth the Company’s “Acceptable Use Policy”:

 

a. You agree not to use the Sites or Services to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, sexually explicit, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, promotes illegal activities or contributes to the creation of weapons, illegal materials, or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

 

b. In addition, you agree not to use the Sites or Services to: (i) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) harvest, collect, gather, or assemble information or data regarding other users, including email addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Sites or Services or violate the regulations, policies, or procedures of such networks; (v) attempt to gain unauthorized access to the Sites or Services, other computer systems or networks connected to or used together with the Sites or Services, through password mining or other means; (vi) harass or interfere with another user’s use and enjoyment of the Sites or Services; (vi) introduce software or automated agents or scripts to the Sites or Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Sites or Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Sites or Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); or (vii) systematically aggregate, embed or deeplink content from your own web site, service, or platform to the Sites for commercial purposes without the prior written consent of the Company.

 

3.4. Enforcement. We reserve the right (but have no obligation) to review any User Content, investigate, and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms of Use or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Company Account in accordance with Section 9, and/or reporting you to law enforcement authorities.

 

3.5. Feedback. If you provide the Company any feedback or suggestions regarding the Sites or Services (“Feedback”), you hereby assign to the Company all rights in the Feedback and agree that the Company shall have the right to use such Feedback and related information in any manner it deems appropriate. The Company will treat any Feedback you provide to the Company as non-confidential and nonproprietary. You agree that you will not submit to the Company any information or ideas that you consider to be confidential or proprietary.

 

4. Indemnity.
You agree to indemnify and hold the Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Sites or Services; (b) your User Content; (c) your violation of these Terms of Use; or (d) your violation of applicable laws or regulations. The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of the Company. The Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

 

5. Third Party Sites & Ads; Other Users; Barsys Developer Program

 

5.1. Third Party Sites & Ads. The Sites might contain links to third party websites, services, and advertisements for third parties (collectively, “Third Party Sites & Ads”). Such Third Party Sites & Ads are not under the control of the Company and the Company is not responsible for any Third Party Sites & Ads or any liability with respect thereto. The Company provides these Third Party Sites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites & Ads. You use all Third Party Sites & Ads at your own risk. When you link to a Third Party Site & Ad, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites & Ads.

 

5.2. Other Users. Each User is solely responsible for any and all of its User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility or liability for any User Content. Your interactions and transactions with other Users are solely between you and such User. You agree that the Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any User, we are under no obligation to become involved.

 

6. Customer Support
As part of the Services, you may be offered customer support. Please contact us at help@goldyevents.com/barsys for assistance.

 

7. Disclaimers
THE SITES AND SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITES, SERVICES OR CUSTOMER SUPPORT: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERRORFREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. TO THE FULLEST EXTENT PERMISSIBLE BY THE APPLICABLE LAW, WE HEREBY DISCLAIM ALL LIABILITY FOR PRODUCT DEFECT OR FAILURE, CLAIMS THAT ARE DUE TO NORMAL WEAR, PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION, NONCOMPLIANCE WITH ANY CODES, OR MISAPPROPRIATION.  TO THE FULLEST EXTENT PERMISSIBLE BY THE APPLICABLE LAW, WE HEREBY DISCLAIM ANY AND ALL RESPONSIBILITY, RISK, LIABILITY, AND DAMAGES ARISING OUT OF DEATH OR PERSONAL INJURY RESULTING FROM ASSEMBLY OR OPERATION OF OUR PRODUCTS. BARSYS ASSUMES NO RESPONSIBILITY, NOR WILL BE LIABLE, FOR ANY DAMAGES TO, OR ANY VIRUSES OR MALWARE THAT MAY INFECT YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESS TO, USE OF, OR BROWSING THE SITES, OR YOUR DOWNLOADING OF ANY INFORMATION OR MATERIALS FROM THE SITES.

 

8. Limitation on Liability
IN NO EVENT SHALL BARSYS (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OF USE OR YOUR USE OF, OR INABILITY TO USE, THE SITES OR SERVICES OR THIRD PARTY SITES & ADS EVEN IF BARSYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITES, SERVICES, CUSTOMER SUPPORT AND OTHER CONTENT ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS OF USE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) ONE HUNDRED US DOLLARS ($100); OR (B) AMOUNTS YOU’VE PAID US IN THE PRIOR 12 MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS OF USE.

 

9. Term and Termination
Subject to this Section, these Terms of Use will remain in full force and effect while you use the Sites or Services (the “Term”). We may (a) suspend your rights to use the Sites or Services (including your Company Account) or parts thereof, or, (b) terminate these Terms of Use, at any time for any reason at our sole discretion, including for any use of the Sites or Services in violation of these Terms of Use. Upon termination of these Terms of Use, your Company Account and right to access and use the Sites and Services will terminate immediately. You understand and agree that any termination of your Company Account involves deletion of your User Content associated therewith from our live databases. The Company will not have any liability whatsoever to you for any termination of these Terms of Use, including for termination of your Company Account or deletion of your User Content. Even after these Terms of Use are terminated, those terms that by their nature are intended to survive any termination or expiration of the agreement shall remain in effect, including but not limited to: Sections 4, 5 and 7-11.

 

10. Intellectual Property Infringement
We will terminate the accounts of users who repeatedly infringe intellectual property and reserve the right to take down any User Content that we conclude, in our sole discretion, may infringe third party rights. See our DMCA Policy here: goldyevents.com/barsys/dmca.

 

11. General

 

11.1.Changes to Terms of Use. These Terms of Use are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an email to the last email address you provided to us (if any) and/or by prominently posting notice of the changes on our Sites. Any changes to these Terms of Use will be effective upon the earlier of thirty (30) calendar days following our dispatch of an email notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Sites. These changes will be effective immediately for new users of our Sites or Services. You are responsible for providing us with your most current email address. In the event that the last email address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Sites or Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

 

11.2. Governing Law and Venue. These Terms of Use shall be governed by the laws of the State of New York without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction. Any action or proceeding relating to a claim or controversy at law or equity that arises out of or relates to these Terms of Use or the Sites or Services (a “Claim”) must be brought in a federal or state court located in New York, New York, and each party irrevocably submits to the exclusive jurisdiction and venue of any such court in any such action or proceeding, unless such claim is submitted to arbitration as set forth below. Notwithstanding anything to the contrary, the Company may seek injunctive relief in any court having jurisdiction to protect its intellectual property or confidential or proprietary information.

 

11.3. Entire Agreement. These Terms of Use constitutes the entire agreement between you and us regarding the use of the Sites and Services. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of these Terms of Use is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Use will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to the Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms of Use, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without the Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. These Terms of Use shall be binding upon assignees.

 

11.4. Age Requirements: You must be of legal drinking age to access the Site(s) or Services. The Company does not sell or serve alcohol. By accessing the Site(s) or Services, you acknowledge that there is a government warning concerning the health effects of consuming alcoholic beverages: (a) according to the Surgeon General, women should not drink alcoholic beverages during pregnancy because of the risk of birth defects; and (b) consumption of alcoholic beverages impairs your ability to drive a car or operate machinery, and may cause health problems. If you do not agree with these conditions of use please do not use the Site(s) or Services.

 

11.5. Trademark Information. All trademarks, logos and service marks (“Marks”) displayed on the Sites are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

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