This Agreement contains the terms and conditions under which we will provide you with access to and use of our Site.
These Terms of Service which, along with one or more ordering documents for goods or services available for purchase at www.withconfetti.com (the ”Site") and booked by you as part of an Event (each an "Experience"), constitutes the "Agreement", is entered into effect as of the date of payment for such Experience (the “Effective Date”).
We reserve the right, at our sole and absolute discretion, to change the terms of this Agreement at any time. Such change will become effective ten (10) days following posting of the revised Agreement on the Site, and your continued use of the Site thereafter means that you accept those changes.
The Agreement contains the terms and conditions under which we will provide you with access to and use of the Site, and, subject to any ordering documents which you may enter into form time to time, certain products and services available through our proprietary event planning service (the “Service”), accessible through your account on the Site.
1. Definitions and interpretation
"Company Content" means any Content appearing or made available by the Company on or in the Service.
"Content" means any text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, code, audio clips, links, interactive features, and services, and/or other similar materials.
"Event" means an order for booking Experience(s) entered into between Customer and the Company through the Service.
"User Data" means data relating to Your use of the Site and Service, including but not limited to information related to: (i) Your contact information, including email addresses and credit card or other payment remittance information; (ii) information obtained by or provided through the Service; (iii) settings, preferences chosen, and resource usage; or (iv) any free text submitted by You.
"Vendor(s)" means the providers of Experiences available for booking through the Service.
"We", "Us", "Company" or "Our" means Wekudo Tech Inc. d/b/a “Confetti”.
"You" or "Customer", means the individual accepting this Agreement or the company or other legal entity and its affiliates for which you are accepting this Agreement.
2. The platform
In order to use some of the services of the Site, you may have to create an account ("Account"). You agree not to create an Account for anyone else or use the Account of another without their permission. When creating your Account, you must provide accurate and complete information. You must safeguard and not disclose your Account username and password and you must supervise the use of such Account. You agree to keep your Account information up to date and accurate. You are solely responsible for the activity that occurs in your Account, and you must keep your Account password secure. You must notify the Company immediately of any breach of security or unauthorized use of your Account. As between you and the Company you are solely responsible and liable for any activity that occurs in connection with your Account. If you wish to delete your Account you may send an email request to the Company, at: [email protected].
You may not access or use the Site or Services if you are a competitor of ours.
You may not use (i) the Site, (ii) the Services; (iii) still image shots or video recordings of your computer screen accessing, browsing or using the Site or Services; or (iv) any Content, services, features, data, information, text, images, photographs, graphics, scripts, sounds, video, music, sound recordings, programming, logos, trademarks, services marks, HTML code, compilation of content, format, design, user interface and software made available through or which appears on the Site or Services for competitive purposes, including to develop or enhance a competing service or product.
Without derogating from any other right available to the Company hereunder, the Company may suspend or terminate your Account and/or your access to the Site and Services, if it reasonably suspects any such unauthorized use of your Account, the Site or Services or any other breach of security, its policies, contracts, applicable laws, or if otherwise the Company reasonably deems such action necessary in order to protect its interests, at the Company’s sole discretion.
When available, you may also use an approved third party social networking service, such as Facebook or Google ("SNS Account"), to register through its registration page and you will be obligated in respect to and of its registration process. You have the ability to disable the connection between your Account and your SNS Account at any time, by accessing the "Settings" section of the Service.
Any Content and other information and data entered into the Services may be permanently deleted if you delete the Account, provided we may retain certain information as required to comply with our legal obligations, resolve disputes and enforce our agreements (unless we are instructed otherwise).
3. Subscription rights and restrictions
Subscription. Subject to the terms and conditions of this Agreement, Company grants Customer a personal, limited, worldwide, non-exclusive, non-assignable, non-sublicensable, revocable right, during the Term (defined below), to access and use the Service solely for Customer's own internal business or personal use (the "Subscription").
Restrictions. As a condition to the Subscription, Customer shall not do (or permit or encourage to be done) any of the following (in whole or in part): (a) copy, "frame" or "mirror" the Service; (b) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available the Service to any third party (such as offering it as part of a time-sharing, outsourcing or service bureau environment); (c) publicly perform, display or communicate the Service; (d) modify, alter, adapt, arrange, or translate the Service; (e) decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms) of, the Service; (f) remove, alter, or conceal any copyright, trademark, or other proprietary rights notices displayed on or in the Service; (g) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Service; (h) make a derivative work of the Service, or use it to develop any service or product that is the same as (or substantially similar to) it; (i) store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Service; (j) employ any hardware, software, device, or technique to pool connections or reduce the number of devices or users that directly access or use the Service (sometimes referred to as 'virtualisation', 'multiplexing' or 'pooling') in order to circumvent any limitations or conditions on the scope of the Subscription; (k) forge or manipulate identifiers in order to disguise the origin of any data or content inputted or uploaded to, or transmitted through, the Service by Customer; or (l) make available or use any information of Company's customers, including but not limited to photos and data, except as set out in this Agreement without Company's prior written approval; or (m) take any action that imposes or may impose (as determined in Company's reasonable discretion) an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Service, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure. References in this paragraph to the "Service" shall also be deemed to include the Company Content.
4. Vendors and events
Customer may, from time to time, order Events through the Service. Except with regard to Events where the Vendor is the Company, Customer acknowledges and agrees that Vendors whose Experiences are purchased pursuant to Events though the Service are not employees or representatives of the Company, and are engaged as third party contractors on a per Event basis. Vendors shall be directly liable towards the Customer for any tortious claims arising out of the Experiences or Events.
The Company undertakes to vet each Vendor in accordance with the vetting procedure described here.
The Company shall have no liability or responsibility in connection with Experiences where the Company is not the Vendor or otherwise for the actions or omissions of Vendors, and disclaims all warranties and representations in connection therewith. This provision shall not derogate from the Customer’s rights under the Dispute Policy set forth in Section 6.2 hereunder.
Customer may not engage directly with a Vendor who has been contracted to provide Customer with an Experience through the Service, for a period of twelve (12) months from the date the most recent Experience was provided by such Vendor to the Customer. This obligation is a material provision of this Agreement and breach of this Section by the Customer shall be deemed a material breach of the Agreement. Upon becoming aware of a direct engagement, or Customer's attempt to initiate such engagement, in violation of this Section, the Company may suspend or terminate Customer's access to the Service.
5. Cancellation and rescheduling
The cancellation and rescheduling policy for each Experience is determined on an Experience-by-Experience basis and may be viewed on the initial Experience page, prior to adding such Experience to your Event.
Once payment of any Fees has been processed, no changes may be made to any Event or Experience without Company and/or its Vendors’ (if applicable) prior written approval, at our sole discretion. For the avoidance of doubt, any changes you make on the Service will not apply if not approved by us and/or our Vendors beforehand.
Except as expressly set forth in the Agreement, your general right to access and use the Site and the Service is currently for free, provided however that Company reserves the right, in the future charge, to charge a fee for certain access or usage, in each case, subject to advance written notice and approval.
Customer agrees to pay all fees stated on the payment page on the Service ("Fees") in accordance with the terms of this Agreement, and any applicable Event. The Event shall not be considered finally ordered until applicable Fees are paid.
If Customer disputes the Fees based on any claim in connection with the Vendor or the Experience, Customer may refer such dispute for resolution by the Company in accordance with its dispute resolution policy available here (the "Dispute Policy" and any portion of Fees submitted for dispute by Customer, the "Disputed Fees"). The Company shall determine whether Disputed Fees are payable based on the information provided by the Customer and the applicable Vendor, and upon determination of the Company that any portion of the Disputed Fees are due, such portion shall be deemed Fees due and payable hereunder from the date the Company notified the Customer of such determination.
Amounts payable under this Agreement are exclusive of all applicable sales, use, consumption, VAT, GST, and other taxes, duties or governmental charges, except for taxes based upon Company's net income. In the event that Customer is required by any applicable law to withhold or deduct taxes for any payment under this Agreement, then the amounts due to Company shall be increased by the amount necessary so that Company receives and retains, free from liability for any deduction or withholding, an amount equal to the amount it would have received had Customer not made any such withholding or deduction.
7. Third party links
Service. Customer acknowledges that the Site and the Service is or may be protected by intellectual property (and similar) laws, treaties, and conventions. Any rights not expressly granted herein are hereby reserved by Company and its licensors. As between Customer and Company (and except for the Subscription), Company is the sole and exclusive owner of all intellectual property rights in and to the Service and all Company Content. For the avoidance of doubt, " Confetti", “#withconfetti”, and its respective logo are trademarks of Company, and all other trademarks and tradenames appearing on or in the Service are the trademarks of their respective owners.
Feedback. If Customer provides Company with any feedback (whether orally or in writing) including without limitation comments, questions, reports, ideas, suggestions, or similar feedback regarding the Service or for improving the Service ("Feedback"), such Feedback shall be deemed the exclusive property of Company; and Customer hereby irrevocably transfers and assigns to Company all Intellectual Property Rights to the Feedback and waives any and all moral rights or economic rights that Customer may have in respect thereto.
This Section applies whether or not the Services provided are for payment. Applicable law may not allow or may limit the exclusion of certain warranties, so all of the below warranties are to the maximum permitted by law.
THE SITE, PLATFORM, EVENTS, EXPERIENCES AND ANY COMPANY CONTENT ARE PROVIDED AND MADE AVAILABLE TO CUSTOMER ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET POSSESSION, TITLE, QUALITY OF SITE OR PLATFORM, NON-INFRINGEMENT, THAT THE OPERATION OF THE SITE, PLATFORM, OR ANY COMPANY CONTENT WILL BE UNINTERRUPTED, SECURE, ERROR-FREE OR VIRUS-FREE, OR THAT DEFECTS IN THE SITE OR THE PLATFORM WILL BE CORRECTED OR THAT OTHERWISE ARISE FROM AN EVENT OR A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY COMPANY AND ITS LICENSORS.
COMPANY DOES NOT GUARANTEE THAT THE SITE WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THE SITE MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT COMPANY WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. COMPANY DOES NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, MATERIALS, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE SITE BY A THIRD PARTY.
YOUR RELIANCE ON, OR USE OF, ANY USER SUBMISSION, OR INTERACTION WITH ANY SITE USER, IS AT YOUR SOLE RISK. IF YOU HAVE A DISPUTE WITH ANY SITE USER OR OWNER IN CONNECTION WITH THE SITE OR ANY USER SUBMISSION, YOU AGREE THAT COMPANY IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. COMPANY RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.
11. Limitation of liability
IN NO EVENT SHALL EITHER PARTY OR ANY OF THEIR LICENSORS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF ANTICIPATED SAVINGS; ANY LOSS OF, OR DAMAGE TO, DATA, REPUTATION, OR GOODWILL; THIRD PARTY SOFTWARE; CANCELLATION OF A PRODUCT; PRODUCT COMPONENTS; AND/OR THE COST OF PROCURING ANY SUBSTITUTE PRODUCT AND/OR PRODUCT COMPONENTS, OR THE USE OF, OR INABILITY TO USE, THE SITE.
EXCEPT IN CONNECTION WITH A PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN ANY EVENT, THE COMBINED TOTAL AGGREGATE LIABILITY OF A PARTY UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT AND ANY EVENT SHALL NOT EXCEED THE FEES ACTUALLY PAID TO THE COMPANY IN CONNECTION WITH THE APPLICABLE PRODUCT, AND IF NO SUCH PRODUCT IS APPLICABLE, THEN THE TOTAL AMOUNT OF FEES PAID HEREUNDER IN THE 12 MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. IN ANY EVENT, THE COMBINED TOTAL AGGREGATE LIABILITY OF THE COMPANY FOR INDEMNIFICATION UNDER SECTION 10.2(i) HEREUNDER SHALL NOT EXCEED US$1,000,000.
THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF THE PARTY HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, INCLUDING WITHOUT LIMITATION BREACH OF WARRANTY, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, OR OTHER CONTRACT OR TORT LIABILITY.
By Customer. Customer agrees to defend, and hold Company, and/or any of the Company's respective directors, officers, employees, or representatives harmless from and against, and indemnify the Company against damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) (collectively, "Losses") arising from, any third party demands, claims, suits, actions, proceedings (each, a "Claim"), based upon: (i) Customer's breach of any provision of this Agreement; (ii) Customer's violation of any third party right including without limitation any intellectual property rights, privacy or publicity rights; (iii) Customer’s Content; (iv) Customer’s interaction with any Site user; or (v) Customer's gross negligence or willful misconduct.
By Company. Company agrees to defend, and hold Customer, and/or any of the Customer's respective directors, officers, employees, or representatives harmless from and against Claims, and indemnify the Customer against Losses, based upon: (i) a claim that Customer's use of the Service in accordance with the terms hereof infringes upon any third party intellectual property rights; or (ii) Company's gross negligence or willful misconduct.
Indemnification Procedure. Indemnification hereunder shall be conditioned upon the indemnified party (a) providing the indemnifying party with notice of the Claim, promptly upon becoming aware thereof, (ii) allowing the indemnifying party to control the defense and settlement of the Claim, and (iii) reasonably cooperating with the indemnifying party in the defense and settlement of the Claim.
13. Term and termination
Term. This Agreement commences on the Effective Date and shall continue in full force and effect, unless terminated in accordance with this Section (the "Term").
Termination. Customer may stop using the Services at any time and Customer may delete Customer's account(s). The Company may suspend or terminate Customer's access to the Services at any time at the Company sole discretion and without notice, with or without cause (including, without any limitation, for a breach of this Agreement). If you object to any term or condition of this Agreement, or any subsequent modifications thereto, or become dissatisfied with the Site or the Service in any way, your only recourse is to immediately discontinue use of the Site. Upon termination of this Agreement, you shall cease all use of the Site.
Survival. The provisions of this Agreement that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive. Without limiting the generality of the foregoing, the Ownership, Disclaimers, Limitation of Liability, and Miscellaneous sections, will survive the termination, or expiration of this Agreement.
Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. It supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter, and prevails over any additional terms or conditions between the parties, whether in digital or printed form.
Governing Law and Jurisdiction. This Agreement (including without limitation its validity and formation) shall be governed by, and construed in accordance with, the laws of the State of New York, USA without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to this Agreement and are hereby disclaimed. Any dispute arising under or relating to this Agreement shall be subject to the sole and exclusive jurisdiction of the competent courts located in New York City, and the parties hereby expressly consent to jurisdiction therein. Notwithstanding the foregoing, each party reserves the right to seek injunctive relief in any court of competent jurisdiction.
Assignment. Company may assign this Agreement (or any of its rights and/or obligations hereunder) without Customer's consent, and without notice or obligation to Customer. This Agreement is personal to Customer, and Customer shall not assign (or in any other way transfer) this Agreement (or any of its obligations or rights hereunder) without Company's express prior written consent. Any prohibited assignment shall be null and void.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) such affected provision shall be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such invalidity, illegality, or unenforceability), and shall be substituted or reformed (in respect of such jurisdiction) with a valid, legal, and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.
Waiver. No failure or delay on the part of any party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.
Relationship. The relationship of the parties is solely that of independent contractors. Nothing in this Agreement shall be deemed to create any employment, fiduciary, joint venture, agency or other relationship between the parties.
No Third Party Beneficiaries. Except as otherwise expressly provided in this Agreement (such as Company Affiliates, Company's licensors and Indemnitees), there shall be no third-party beneficiaries of or under this Agreement.
Force Majeure. Company shall not be responsible for any failure to perform any obligation or provide any service hereunder because of any (a) act of God, (b) war, riot or civil commotion, (c) governmental acts or directives, strikes, work stoppage, or equipment or facilities shortages, and/or (d) other similar cause beyond Company's reasonable control. For the avoidance of doubt, any problems relating to the hosting of the Service shall not be deemed within Company's reasonable control.