.svg)
BATCH TERMS AND CONDITIONS
PLEASE READ THE FOLLOWING CAREFULLY. THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AS A USER (AS DEFINED BELOW) (“USER” OR “YOU”) AND BATCH (“BATCH” OR “WE”). THESE TERMS AND CONDITIONS, TOGETHER WITH ALL AMENDMENTS, AND COLLECTIVELY WITH ALL BATCH RULES AND POLICIES, INCLUDING THE BATCH PRIVACY POLICY, CONSTITUTE THE “AGREEMENT” BETWEEN YOU AND BATCH REGARDING YOUR ACCESS TO AND USE OF BATCH’S WEBSITE(S) (COLLECTIVELY, “WEBSITE”), BATCH’S MOBILE APPLICATION (“MOBILE APP”), AND ALL ATTENDANT SERVICES PROVIDED BY BATCH (“SERVICES”) (COLLECTIVELY, “BATCH” OR “PLATFORM”)
THIS AGREEMENT COVERS IMPORTANT INFORMATION ABOUT THE PLATFORM. THE AGREEMENT INCLUDES INFORMATION ABOUT FUTURE CHANGES TO THE AGREEMENT, EXPORT CONTROLS, AUTOMATIC RENEWALS, LIMITATIONS OF LIABILITY, PRIVACY INFORMATION, A CLASS ACTION WAIVER, AND A RESOLUTION OF DISPUTES BY ARBITRATION INSTEAD OF IN COURT.
IF YOU HAVE NOT READ THE AGREEMENT, DO NOT UNDERSTAND OR AGREE TO BE BOUND BY THE AGREEMENT, OR ARE NOT ABLE TO CONSENT TO BE BOUND BY THE AGREEMENT (E.G., IF YOU ARE NOT OLD ENOUGH TO ENTER INTO A BINDING LEGAL CONTRACT), DO NOT USE THE PLATFORM.
1. Scope and Acceptance
Anyone who accesses or uses any part of the Platform is a “User.” The Agreement sets forth your rights and obligations as a User with respect to your access to and use of the Platform and use of any and all information or data of any kind arising from access to or use of the Platform, including, without limitation, any text, graphics, images, art work, sound recordings, audio, video, and software.
We reserve the right, in our sole discretion, to change this Agreement (including the Privacy Policy) from time to time, without prior notice. You are responsible for reviewing the Agreement regularly. Your access to any part of the Platform is deemed to be your acceptance of this Agreement, and any changes thereto.
If you are accessing or using any part of the Platform on behalf of any business, organization, or other entity of any kind, you represent and warrant that you are authorized (a) to accept these terms on its behalf and (b) to bind such business, organization, or entity to the Agreement.
2. Privacy Policy
Please see our Privacy Policy for a detailed description of how we collect, use, and disclose information about our Users.
3. Description of the Platform
Batch is the provider of the Batch Platform, which permits Users to plan and/or participate in a party—such as a bachelor or bachelorette party—or other similar event. To begin using the Platform as a User, you may create an account by providing your first and last name, a username, and a password. You may also authenticate to the Platform and link your account to a social media or other online account (e.g., Facebook or Google), or opt to sign in using your e-mail address. If you choose to authenticate with a third-party account, please carefully review and confirm the permissions requested and any third-party terms and conditions applicable to the use of such online account to authenticate to the Platform.
Once you have created a Batch account, you may provide other information about yourself to complete your profile such as, e.g., a photo and a short biography. Unless expressly noted otherwise within the Platform, the information you add to your profile is made public to other Users of the Platform. You may also send invitations to your contacts to join the Platform, e.g., in the course of organizing a party.
Once you’ve established a User profile, you may create a party profile page for a particular type of party (e.g., a bachelor or bachelorette party) to which you may invite others to join. The User that establishes the party profile page functions as the “Group Manager.” Invitees who choose to join the Platform and access the party (“Group Members”) will be able to interact with the Group Manager, other Group Members, and other Users of the Platform. For example, Users may organize a party; invite others to join the party; communicate with other Users through messaging and chat features; share photos and other content; create group and individual budgets for the party based on certain inputs; research, make, and pay for bookings and reservations with Platform vendors for events, accommodations, travel, and other products and services related to the party (“Vendors”); communicate with Vendors; rate Vendor products and services; provide feedback to Vendors; view party schedules and itineraries; receive notifications about the party; and identify and connect and communicate with Users organizing or participating in other parties planned for the same time and location.
The Group Manager has the most control within the group: s/he dictates and controls all travel plans, decides where to go and stay, and determines the party activities. For example, a Group Manager may book Packages, while the other Group Members may only suggest Packages and cannot book on behalf of the party. The Group Manager would then add the Package to the cart, and then the cart would be evenly split among Group Members. The Group Manager would have the ability to select which Group Members are paying, and will be able to notify them once payment is due. Despite the Group Manager’s control, s/he still needs consent of all Group Members from whom payment will be received.
The specific features and functionality of the Platform are dynamic and may change from time to time. We reserve complete discretion with respect to the operation of the Platform. We also reserve the right to withdraw, suspend, or discontinue any feature or functionality of the Platform at any time.
4. Registration
You agree, represent, and warrant that you shall at all times provide accurate information when registering as a User and when using the Platform and that you shall update and maintain as accurate all such information during your use of the Platform. You may update the information in your profile, change your password, manage notifications, visit the Help Center, view this Agreement, and change your settings within the Platform.
5. Fees and Non-Circumvention
5.1 Fees
We will make commercially reasonable efforts to display and explain all applicable fees and payments. Our current fee and payment policy can be delivered by request. Note that some fees are paid to Batch and some are paid directly to a Vendor. Additionally, fees charged by a Vendor may include fees payable by the Vendor to Batch. For example, the Platform offers Packages of different services. When a Group Member selects a Package and receives consent for payment from all or selected Group Members, the Platform initially collects total payment for the Package. Different Packages result in different fee collection protocols. Batch’s Partner Vendors connect with Batch’s Application Programming Interface (“API”). However, if a User books a Package involving non-Partner Vendors, then the Vendors receive their fair share of the payment after Batch has processed the transaction. The fee and payment policy may change at any time and from time to time in our sole discretion. We may contract with one or more third parties to facilitate the processing of fees and payments.
Fees are non-refundable; provided, however, that Batch may review and modify the fees charged and payments made in any transaction, in its sole discretion, based on any complaint or report of special circumstances concerning a transaction.
Batch may make promotional offers with different features and different rates for products and services offered through the Platform. These promotional offers, unless made to you, shall have no bearing whatsoever on your access to and use of the Platform.
5.2 Non-Circumvention
Batch generates revenue by charging a fee when a User purchases a product or service from a Vendor through the Platform, which fee may be paid by the User and/or by the Vendor. Batch relies on this revenue to provide and further develop the Platform. You acknowledge and agree that Batch commits significant resources to providing the Platform and connecting Users and Vendors, such connections are valuable to Users and Vendors, and Batch would be significantly harmed if Users and Vendors circumvented use of the Platform once they are introduced and connected through the Platform. You agree that when you use the Platform as a User and you are introduced to a Vendor, you shall use good faith efforts to engage such Vendor through the Platform and not to solicit, accept a solicitation from, or otherwise circumvent the Platform to make bookings and reservations or to engage in transactions for the purchase of products or services that could be made through the Platform.
6. Permitted Use of the Platform
6.1 Permissions
Certain Batch materials provided through the Platform are protected by intellectual property laws, including but not limited to U.S. copyright laws. You acknowledge and agree that the content accessible through the Platform that is not expressly designated as being provided by another User or a Vendor is the property of Batch and its content providers, and Batch and its content providers retain all right, title, and interest in the content.
Subject to the terms of this Agreement, you are granted a limited, personal, non-exclusive, non-sublicensable, non-assignable, non-transferable, and revocable license to access and use the Platform and related materials solely for your own non-commercial use. Except as expressly provided otherwise in this Agreement, all rights are reserved. You are permitted to download, install, and use the Mobile App solely to access and use the other parts of the Platform in compliance with the Agreement. You are responsible for downloading the correct Mobile App for your device and for verifying the compatibility of the Mobile App with your device. You are responsible for any fees or other costs incurred by you when accessing and using the Platform, such as when accessing and using the Platform through a mobile phone or other wireless device, receiving SMS text messages, receiving SMS texts or other notifications through the Platform, or making telephone calls to facilitate transactions. The license to use the Mobile App is further conditioned on your compliance with the applicable terms and conditions of the platform through which you obtained a copy the Mobile App, as the operator of such platform may modify from time to time. For example, if you obtained a copy of the Mobile App through the Apple App Store (for use on an iOS device), the license to use the Mobile App is further conditioned on your compliance with the applicable terms and conditions, including the “Usage Rules,” set forth in the Apple Media Services Terms and Conditions, as Apple may modify from time to time. If you obtained the Software through the Google Play service (for use on an Android device), the license to use the Mobile App is further conditioned on your compliance with the applicable terms and conditions set forth in the Google Play Terms of Service, as Google may modify from time to time. In the event of any conflict between this Agreement and any applicable platform terms and conditions, this Agreement shall govern to the extent of such conflict.
6.2 Restrictions
In connection with the use of the Platform, you may not:
(a) alter or modify the Platform, or make any electronic reproduction, adaptation, distribution, performance, or display of the Platform, or any portion thereof, except to the extent required for the limited purpose of reviewing material on the Platform;
(b) sell, rent, lease, transfer, distribute, broadcast, display, provide, or otherwise assign to any third party any rights to the Platform, or related materials;
(c) remove or modify any proprietary notice or labels on the Platform, or related materials, including author attribution and copyright notices, or use any of our trademarks as meta-tags on any other website;
(d) use the Platform for any non-authorized purpose or any illegal purpose;
(e) copy, modify, erase, or damage any information contained on computer servers used or controlled by Batch or any third party;
(f) use the Platform to violate any legal right of any third party, including any publicity or privacy right, copyright, or other intellectual property right, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful, or otherwise objectionable;
(g) access or use any password-protected, secure, or non-public areas of the Platform, or access data on the Platform not intended for you, except as specifically authorized by Batch;
(h) impersonate or misrepresent your affiliation with any person or entity;
(i) use any automated means to access or use the Platform, including scripts, bots, scrapers, data miners, or similar software, or display the Platform, or portions thereof, in things (e.g., framing, scraping, etc.), without our express written permission;
(j) attempt to or actually disrupt, impair, interfere with, alter, or modify the Platform, or any information, data, or materials posted and/or displayed by Batch;
(k) attempt to probe, scan, or test the vulnerability of the Platform or breach any implemented security or authentication measures, regardless of your motives or intent;
(l) attempt to interfere with or disrupt access to or use of the Platform by any user, processor, host, or network, including, without limitation, by submitting a virus, worm, Trojan horse, or other malicious code;
(m)willfully or knowingly create or contribute to circumstances that are dangerous or hazardous or that increase the risk of personal injury or damage to real or personal property of another person; or
(n) post any content to the Platform that: (i) includes any profane, obscene, defamatory, discriminatory, threatening, menacing, harassing, or violent content; (ii) depicts or suggests nudity or sexual acts; (iii) promotes hatred, including against members of a protected group under federal, state, or local law (such as, for example, a group defined by race, gender, or national origin); (iv) is objectively shocking or disgusting; (v) depicts or suggests presently occurring illegal activity, including, e.g., illicit drug use or underage drinking; (vi) includes unlicensed proprietary content of a third party, including, e.g., third-party content protected by copyright or trademark for which you do not have a license; (vii) breaches any duty of confidentiality you may have to a third party (e.g., discloses private information about a third party without consent); or (viii) is contrary to the Agreement, including Batch’s rules and policies.
Batch may suspend or terminate your account and your access to and use of the Platform at any time in its sole discretion and for any reason, including any breach of the Agreement.
6.3 Disclosures and Disclaimers
By using the Platform, you acknowledge and agree to the following disclosures and disclaimers about Batch and the Platform:
(a) The Platform enables connections between and among Users and Vendors, and facilitates Users’ and Vendors’ voluntary creation of relationships and provision and receipt of products and services between and among them. Batch is not a direct party to all interactions between and among Users and Vendors.
(b) Although Batch makes commercially reasonable efforts to qualify Vendors and Vendor products and services as appropriate for the Platform and to require Vendors and Vendor products and services to meet Batch’s standards of quality for participation on the Platform, unless otherwise expressly indicated, Batch does not supervise, direct, or control Vendors in the provision of their products and services.
(c) The Platform may refer you to physical venues, geographical sites, websites on the Internet, and/or products or services that are owned, under the control of, or maintained by a User, Vendor, or other third party that is not Batch (“Third Party Properties”). Unless otherwise indicated (such as in the case of Batch’s promotion of a Vendor on the Platform), such references do not constitute an affiliation with or endorsement by Batch of any such Third Party Properties. You acknowledge that Batch is providing any references to such Third Party Properties to you solely as a convenience to you, and you agree that Batch is not responsible for any injury, harm, damages, or negative experience you may encounter by accessing, visiting, or using 6 such Third Party Properties. Batch does not make any representations about any Third Party Properties. Additional third-party terms and conditions may apply to your access to or visit or use of Third Party Properties. Please review any such additional third-party terms and conditions carefully.
(d) AS AMONG BATCH, A USER, AND A VENDOR INVOLVED IN ANY TRANSACTION INVOLVING THE SALE OF PRODUCTS OR SERVICES FACILITATED BY THE PLATFORM FROM A VENDOR TO A USER, THE USER AND THE VENDOR ASSUME ALL RISK WITH RESPECT TO THE TATCRANSACTION. BATCH DISCLAIMS, AND YOU RELEASE BATCH FROM, ANY AND ALL LIABILITY REGARDING ANY SUCH TRANSACTIONS AND ANY DISPUTES OR CLAIMS BETWEEN AND AMONG USERS AND VENDORS RELATED TO SUCH TRANSACTIONS.
(e) Batch may review communications made between and among Users and Vendors using the Platform’s communication features for legitimate business purposes, including in the course of customer service investigations regarding User complaints, and disputes between and among Users and Vendors. Review of such communications shall be consistent with our Privacy Policy.
(f) After booking a service, the Platform provides a means by which Users can rate Vendors either positively or negatively and to provide feedback to enable Users to make informed decisions when using the Platform. Additionally, after all services are completed and the Party has ended, Batch will send Users follow-up questionnaires and surveys, requesting feedback on cities, vendors, and services; any feedback provided in this context is applied to the app. The Platform also provides information about Users using the Platform to other Users, such as when Users communicate through the Platform or share information or content through the Platform. Batch makes commercially reasonable efforts to indicate clearly when a User is using a features that permits the sharing of information with other Users. For example, the Platform’s photo function permits Users to share and save photographs, without any restrictions on sharing and saving photos; there are no restrictions on a User saving or sharing photos or messages shared between Parties.
(g) Within each Party profile page, Users may share messages and photographs. Users may post content, such as photographs and screenshots, directly from the App to their social media, If the Group chooses to become “Private,” these messages and photographs are visible only to that specific Group. Although the Platform permits Users to communicate across Parties and/or with other individual Users, a separate chat will be created, and all content shared will be specific to that chat. Moreover, although the Platform permits cross-Party communication, the Platform also permits Users and Groups to block and delete messages and content.
(h) Batch does not and cannot verify all information provided by Users. Batch has no control over and makes no representations or warranties as to the identity of any User, and Batch disclaims any and all liability relating thereto. Users should exercise caution and judgment when interacting with other Users, in both online and offline interactions, as when interacting with any other individual a User does not know. If you have any questions about the above disclosures and disclaimers or the Platform, please contact us at info@letsbatch.com.
7. Inaccuracies
We disclaim errors, inaccuracies, and omissions of the Platform. In particular, the Platform may provide certain information to Users and Vendors to assist Users and Vendors to make informed decisions, such as, e.g., descriptions, ratings, average prices, and indices. Such information may be generated by Batch or sourced from a third party. Although we make commercially reasonable efforts to verify such information and to require that such information meets Batch’s standards of quality for inclusion on the Platform, this information may contain errors, inaccuracies, and omissions, and we reserve the right to correct any such errors, inaccuracies, or omissions and to change or update information at any time without prior notice. Batch makes no guarantees as to the completeness, timeliness, correctness, or accuracy of the materials or data available through the Platform. If you believe any portion of the Platform includes an error or inaccuracy, please notify us.
8. Availability of the Platform
It is not possible to operate the Platform with 100% guaranteed uptime. Batch will make commercially reasonable efforts to keep the Platform operational. However, certain technical difficulties, routine site and software maintenance and upgrades, and other events may, from time to time, result in interruptions to or outages of the Platform. In addition, Batch reserves the right at any time, and from time to time, to modify or discontinue (on a temporary or permanent basis) certain functions of the Platform, with or without notice. You agree that Batch shall not be liable to you or to any third party for any direct or indirect consequence of any modification, suspension, discontinuance of, or interruption to the Platform.
9. Disclaimer of Warranties
YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE PLATFORM ARE AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. EXCEPT FOR THOSE WARRANTIES MADE AND EXPRESSLY IDENTIFIED AS WARRANTIES BY BATCH, BATCH DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING (A) THE PLATFORM; (B) ANY PRODUCTS AND SERVICES OFFERED THROUGH THE PLATFORM; AND (C) THE ACTS OR OMISSIONS OF USERS OR VENDORS THROUGH THE PLATFORM, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY 8 WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. BATCH MAKES NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS, OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE PLATFORM ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. BATCH ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO AND USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
10. Release and Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE BATCH (AND OUR OFFICERS, DIRECTORS, AGENTS, INVESTORS, SUBSIDIARIES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL BATCH OR ANY OF ITS AFFILIATES OR SUPPLIERS (INCLUDING ANY OF ITS OR THEIR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES) BE LIABLE TO YOU (INCLUDING ANY OF YOUR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, EQUITY, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), NOR FOR ANY DAMAGES ARISING FROM DELAY, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, INTERRUPTION IN USE OR AVAILABILITY OF DATA, LOSS OF USE OF MONEY OR USE OF PRODUCTS, LOST PROFITS, REVENUE OR SAVINGS (ACTUAL OR ANTICIPATED), OR OTHER ECONOMIC LOSS ENSUING FROM OR IN CONNECTION WITH (A) THE PLATFORM; (B) ANY PRODUCTS AND SERVICES OFFERED THROUGH THE PLATFORM; OR (C) ANY ACTS OR OMISSIONS OF USERS OR VENDORS THROUGH THE PLATFORM, EVEN IF BATCH OR ANY OF ITS AFFILIATES OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF BATCH AND ITS AFFILIATES AND SUPPLIERS (INCLUDING ANY OF ITS OR THEIR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNEES) TO YOU EXCEED THE GREATER OF (A) THE AMOUNT OF FEES PAID OR PAYABLE TO BATCH BY YOU UNDER THIS AGREEMENT, AND (B) ONE HUNDRED U.S. DOLLARS ($100). THIS LIMITATION ON THE AMOUNT OF LIABILITY SHALL APPLY WHETHER A CLAIM OR LIABILITY ARISES IN CONTRACT, EQUITY, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), AND EVEN IF BATCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR LIABILITY. THIS LIMITATION SHALL SPECIFICALLY SURVIVE A FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES THAT MAY BE PROVIDED IN THIS AGREEMENT.
11. Indemnity
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS BATCH, ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ALL CLAIMS, DEMANDS, LAWSUITS, DAMAGES, LIABILITIES, LOSSES, COSTS, OR EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND COURT COSTS), JUDGMENTS, SETTLEMENTS, AND PENALTIES OF EVERY KIND ARISING FROM OR RELATING TO ANY VIOLATION OF THIS AGREEMENT BY YOU AND ANY ACT OR OMISSION BY YOU RELATING TO YOUR USE OF THE PLATFORM.
12. Termination
You agree that Batch may, in its sole discretion and without prior notice, terminate your access to or use of any of the Platform or any part of the Platform at any time and for any reason, with or without cause. You also agree that any breach by you of the Agreement may constitute an unlawful and unfair business practice that will cause irreparable harm to Batch for which monetary damages would be inadequate. You consent to Batch’s obtaining any injunctive or equitable relief that Batch deems necessary or appropriate in such circumstances, without the need for a bond. These remedies are in addition to any other remedies Batch may have at law or in equity.
13. Intellectual Property Infringement
We expect Users and Vendors to respect the intellectual property rights of others. We may remove material that appears in our sole discretion to infringe upon the intellectual property rights of others. If you believe a work protected by a U.S. copyright you own has been posted on the Platform without authorization, you may notify our copyright agent, and provide the following information:
(a) a physical or electronic signature of the person authorized to act on behalf of the copyright owner;
(b) identification of the copyrighted work or works claimed to have been infringed;
(c) a detailed description of the material you claim is infringing, together with information sufficient to enable us to locate it, including the URL or other description of where the infringing material appears;
(d) your name, mailing address, telephone number and e-mail address;
(e) a statement by you that you believe in good faith that the copyrighted material identified is being used in a manner that is not authorized by the copyright owner, its agent or the law; and
(f) a statement by you that the above information is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the copyright allegedly infringed.
To notify Batch of a claimed copyright infringement, please contact:
1150 First Ave #450, King of Prussia, PA, 19406
info@letsbatch.com
14. General
14.1 Modifications
We may modify the Agreement at any time and in our sole discretion. We will use commercially reasonable efforts to publish to you any revised portion of the Agreement, for example, by publishing the latest version of these terms and conditions at this URL. Should you deem any such modification to the Agreement to be unacceptable, you shall stop accessing and using the Platform. All changes to the Agreement shall be effective immediately.
14.2 Access and Use Where Prohibited
Access to and use of the Platform are unauthorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation this Section.
14.3 Operation of the Platform from the United States of America
By accessing and using the Platform, you acknowledge and agree that Batch controls and operates all parts of the Platform from its offices in the United States of America and that the Platform is intended for use by Users located in the United States of America. Unless expressly stated to the contrary, Batch makes no representation that the Platform is appropriate or will be available for use in other locations. Unless otherwise explicitly stated, all marketing or promotional materials found on or accessible through the Platform are solely directed to individuals, companies, or other entities located in the United States of America. Batch reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product, or service to any person or geographic area. Any offer for any feature, product, or service made on or through the Platform is void where prohibited. If you access or use the Platform from outside the United States of America, you are entirely responsible for compliance with applicable local laws and other applicable laws. You may not use any portion of the Platform in violation of applicable export laws and regulations.
If you access the Platform from outside the United States, you acknowledge and agree that your information may be transferred to and maintained on computers and servers located outside of your state, province, country, or other governmental jurisdiction where the privacy laws may not be as protective as those in your jurisdiction. Your consent to the Agreement followed by your submission of such information represents your agreement to the transfer of such information to the United States and the collection, use, and disclosure of your information in accordance with United States law and our Privacy Policy.
14.4 Applicable Law and Venue
Any action related to the Agreement will be governed by the law of the Commonwealth of Pennsylvania, without regard to the choice or conflicts of law provisions of any jurisdiction.
14.5 Dispute Resolution
Batch intends to resolve any and all disputes that may arise among it and its Users in a cost-effective and non-disruptive manner.
You agree to the following dispute resolution procedure for disputes arising between you and Batch. If you are unable to resolve any dispute in the ordinary course of business, you shall send a written notice to Batch in which you outline the issues in dispute, enclose any relevant documents, and state the requested relief. Batch shall respond within ten (10) business days with identical information from its perspective. You and a representative of Batch shall meet or communicate electronically within ten (10) business days of the delivery of the response, and as often as you and Batch mutually deem necessary or desirable thereafter, in an attempt to resolve the matter. If, within sixty (60) days of the first communication, you and Batch fail to resolve the matter, the dispute will be resolved exclusively by binding arbitration in accordance with the then-current Commercial Rules of the American Arbitration Association, provided that Batch will have the right to petition any court of competent jurisdiction for the entry of injunctions and orders for specific performance relating to any alleged violation of intellectual property rights. YOU AGREE THAT YOU WILL NOT BRING OR BE A PARTY TO ANY CLASS-ACTION LAWSUIT AGAINST BATCH.
You agree to the following dispute resolution process for disputes arising between you and one or more other Users or Vendors. Before instituting any litigation or other proceeding regarding a dispute with another User or Vendor, you shall notify the other User or Vendor of the nature of the dispute and attempt to resolve the dispute in good faith with such other User or Vendor. If you and the other User or Vendor are unable to resolve the dispute under mutually agreeable terms, either party may seek review of the dispute by Batch. Batch will investigate the dispute, seeking input and communicating with both parties. Batch may review all data available to it through the Platform regarding the nature of the dispute, including communications between the parties made through the Platform’s messaging. Batch will review both parties’ positions in good faith and expeditiously propose a non-binding resolution. If either party rejects Batch’s proposed resolution and additional communication between the parties is futile, either party may seek to resolve the dispute through additional mediation, arbitration, litigation, or any other available forum.
14.6 User Submissions and User’s Grant of Limited Licensed
By communicating with Batch, including submitting or sending content to us, you grant Batch the royalty-free, unrestricted, world-wide, perpetual, irrevocable, non-exclusive, and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such content (in whole or part), including any information, suggestions, ideas, drawings or concepts contained in such content, and/or to incorporate it in other works in any form, media, or technology now known or later developed. Such license includes incorporating the content, in whole or in part, into an Batch feature. You will remain responsible for the accuracy, copyright compliance, legality, decency, or all other aspects of such submitted material, including any content or part thereof, or other communication to Batch. By submitting any such content to the Platform, you waive any “moral rights” in such content.
14.7 Force Majeure
In the event Batch’s performance of this Agreement, or any obligation hereunder, is prevented, restricted, or interfered with by reason of acts of God or of the public enemy, acts of the Government in its sovereign capacity, fires, floods, epidemic, strikes, picketing or boycotts, or any other circumstances caused by natural occurrences or third party actions beyond the reasonable control and without the fault or negligence of Batch, Batch shall be excused from such performance on a day-to-day basis to the extent of such prevention, restriction or interference.
14.8 Miscellaneous
If any part of the Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
No failure or delay in enforcing any provision, exercising any option, or requiring performance, shall be construed to be a waiver of that or any other right in connection with the Agreement.
No action arising out of this Agreement or your access to or use of the Platform, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose) and you hereby waive any longer statute of limitations that may be permitted by law.
If Batch does take any legal action against you as a result of your violation of the Agreement, Batch will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Batch. You agree that Batch will not be liable to you or to any third party for termination of your access to or use of any part of the Platform as a result of any breach of the Agreement or for any reason at all.
You may not assign, by operation of law or otherwise, any rights or delegate any duties under the Agreement to any third party without prior written consent by Batch. Any purported assignment lacking such consent will be void at its inception. Batch may assign all or part of its rights and/or delegate all or part of its duties under the Agreement to any party, at any time, and in its sole discretion, upon notice of assignment by publishing such notice through the Platform.
PLEASE READ THE FOLLOWING CAREFULLY. THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AS A USER (AS DEFINED BELOW) (“USER” OR “YOU”) AND BATCH (“BATCH” OR “WE”). THESE TERMS AND CONDITIONS, TOGETHER WITH ALL AMENDMENTS, AND COLLECTIVELY WITH ALL BATCH RULES AND POLICIES, INCLUDING THE BATCH PRIVACY POLICY, CONSTITUTE THE “AGREEMENT” BETWEEN YOU AND BATCH REGARDING YOUR ACCESS TO AND USE OF BATCH’S WEBSITE(S) (COLLECTIVELY, “WEBSITE”), BATCH’S MOBILE APPLICATION (“MOBILE APP”), AND ALL ATTENDANT SERVICES PROVIDED BY BATCH (“SERVICES”) (COLLECTIVELY, “BATCH” OR “PLATFORM”)
THIS AGREEMENT COVERS IMPORTANT INFORMATION ABOUT THE PLATFORM. THE AGREEMENT INCLUDES INFORMATION ABOUT FUTURE CHANGES TO THE AGREEMENT, EXPORT CONTROLS, AUTOMATIC RENEWALS, LIMITATIONS OF LIABILITY, PRIVACY INFORMATION, A CLASS ACTION WAIVER, AND A RESOLUTION OF DISPUTES BY ARBITRATION INSTEAD OF IN COURT.
IF YOU HAVE NOT READ THE AGREEMENT, DO NOT UNDERSTAND OR AGREE TO BE BOUND BY THE AGREEMENT, OR ARE NOT ABLE TO CONSENT TO BE BOUND BY THE AGREEMENT (E.G., IF YOU ARE NOT OLD ENOUGH TO ENTER INTO A BINDING LEGAL CONTRACT), DO NOT USE THE PLATFORM.
1. Scope and Acceptance
Anyone who accesses or uses any part of the Platform is a “User.” The Agreement sets forth your rights and obligations as a User with respect to your access to and use of the Platform and use of any and all information or data of any kind arising from access to or use of the Platform, including, without limitation, any text, graphics, images, art work, sound recordings, audio, video, and software.
We reserve the right, in our sole discretion, to change this Agreement (including the Privacy Policy) from time to time, without prior notice. You are responsible for reviewing the Agreement regularly. Your access to any part of the Platform is deemed to be your acceptance of this Agreement, and any changes thereto.
If you are accessing or using any part of the Platform on behalf of any business, organization, or other entity of any kind, you represent and warrant that you are authorized (a) to accept these terms on its behalf and (b) to bind such business, organization, or entity to the Agreement.
2. Privacy Policy
Please see our Privacy Policy for a detailed description of how we collect, use, and disclose information about our Users.
3. Description of the Platform
Batch is the provider of the Batch Platform, which permits Users to plan and/or participate in a party—such as a bachelor or bachelorette party—or other similar event. To begin using the Platform as a User, you may create an account by providing your first and last name, a username, and a password. You may also authenticate to the Platform and link your account to a social media or other online account (e.g., Facebook or Google), or opt to sign in using your e-mail address. If you choose to authenticate with a third-party account, please carefully review and confirm the permissions requested and any third-party terms and conditions applicable to the use of such online account to authenticate to the Platform.
Once you have created a Batch account, you may provide other information about yourself to complete your profile such as, e.g., a photo and a short biography. Unless expressly noted otherwise within the Platform, the information you add to your profile is made public to other Users of the Platform. You may also send invitations to your contacts to join the Platform, e.g., in the course of organizing a party.
Once you’ve established a User profile, you may create a party profile page for a particular type of party (e.g., a bachelor or bachelorette party) to which you may invite others to join. The User that establishes the party profile page functions as the “Group Manager.” Invitees who choose to join the Platform and access the party (“Group Members”) will be able to interact with the Group Manager, other Group Members, and other Users of the Platform. For example, Users may organize a party; invite others to join the party; communicate with other Users through messaging and chat features; share photos and other content; create group and individual budgets for the party based on certain inputs; research, make, and pay for bookings and reservations with Platform vendors for events, accommodations, travel, and other products and services related to the party (“Vendors”); communicate with Vendors; rate Vendor products and services; provide feedback to Vendors; view party schedules and itineraries; receive notifications about the party; and identify and connect and communicate with Users organizing or participating in other parties planned for the same time and location.
The Group Manager has the most control within the group: s/he dictates and controls all travel plans, decides where to go and stay, and determines the party activities. For example, a Group Manager may book Packages, while the other Group Members may only suggest Packages and cannot book on behalf of the party. The Group Manager would then add the Package to the cart, and then the cart would be evenly split among Group Members. The Group Manager would have the ability to select which Group Members are paying, and will be able to notify them once payment is due. Despite the Group Manager’s control, s/he still needs consent of all Group Members from whom payment will be received.
The specific features and functionality of the Platform are dynamic and may change from time to time. We reserve complete discretion with respect to the operation of the Platform. We also reserve the right to withdraw, suspend, or discontinue any feature or functionality of the Platform at any time.
4. Registration
You agree, represent, and warrant that you shall at all times provide accurate information when registering as a User and when using the Platform and that you shall update and maintain as accurate all such information during your use of the Platform. You may update the information in your profile, change your password, manage notifications, visit the Help Center, view this Agreement, and change your settings within the Platform.
5. Fees and Non-Circumvention
5.1 Fees
We will make commercially reasonable efforts to display and explain all applicable fees and payments. Our current fee and payment policy can be delivered by request. Note that some fees are paid to Batch and some are paid directly to a Vendor. Additionally, fees charged by a Vendor may include fees payable by the Vendor to Batch. For example, the Platform offers Packages of different services. When a Group Member selects a Package and receives consent for payment from all or selected Group Members, the Platform initially collects total payment for the Package. Different Packages result in different fee collection protocols. Batch’s Partner Vendors connect with Batch’s Application Programming Interface (“API”). However, if a User books a Package involving non-Partner Vendors, then the Vendors receive their fair share of the payment after Batch has processed the transaction. The fee and payment policy may change at any time and from time to time in our sole discretion. We may contract with one or more third parties to facilitate the processing of fees and payments.
Fees are non-refundable; provided, however, that Batch may review and modify the fees charged and payments made in any transaction, in its sole discretion, based on any complaint or report of special circumstances concerning a transaction.
Batch may make promotional offers with different features and different rates for products and services offered through the Platform. These promotional offers, unless made to you, shall have no bearing whatsoever on your access to and use of the Platform.
5.2 Non-Circumvention
Batch generates revenue by charging a fee when a User purchases a product or service from a Vendor through the Platform, which fee may be paid by the User and/or by the Vendor. Batch relies on this revenue to provide and further develop the Platform. You acknowledge and agree that Batch commits significant resources to providing the Platform and connecting Users and Vendors, such connections are valuable to Users and Vendors, and Batch would be significantly harmed if Users and Vendors circumvented use of the Platform once they are introduced and connected through the Platform. You agree that when you use the Platform as a User and you are introduced to a Vendor, you shall use good faith efforts to engage such Vendor through the Platform and not to solicit, accept a solicitation from, or otherwise circumvent the Platform to make bookings and reservations or to engage in transactions for the purchase of products or services that could be made through the Platform.
6. Permitted Use of the Platform
6.1 Permissions
Certain Batch materials provided through the Platform are protected by intellectual property laws, including but not limited to U.S. copyright laws. You acknowledge and agree that the content accessible through the Platform that is not expressly designated as being provided by another User or a Vendor is the property of Batch and its content providers, and Batch and its content providers retain all right, title, and interest in the content.
Subject to the terms of this Agreement, you are granted a limited, personal, non-exclusive, non-sublicensable, non-assignable, non-transferable, and revocable license to access and use the Platform and related materials solely for your own non-commercial use. Except as expressly provided otherwise in this Agreement, all rights are reserved. You are permitted to download, install, and use the Mobile App solely to access and use the other parts of the Platform in compliance with the Agreement. You are responsible for downloading the correct Mobile App for your device and for verifying the compatibility of the Mobile App with your device. You are responsible for any fees or other costs incurred by you when accessing and using the Platform, such as when accessing and using the Platform through a mobile phone or other wireless device, receiving SMS text messages, receiving SMS texts or other notifications through the Platform, or making telephone calls to facilitate transactions. The license to use the Mobile App is further conditioned on your compliance with the applicable terms and conditions of the platform through which you obtained a copy the Mobile App, as the operator of such platform may modify from time to time. For example, if you obtained a copy of the Mobile App through the Apple App Store (for use on an iOS device), the license to use the Mobile App is further conditioned on your compliance with the applicable terms and conditions, including the “Usage Rules,” set forth in the Apple Media Services Terms and Conditions, as Apple may modify from time to time. If you obtained the Software through the Google Play service (for use on an Android device), the license to use the Mobile App is further conditioned on your compliance with the applicable terms and conditions set forth in the Google Play Terms of Service, as Google may modify from time to time. In the event of any conflict between this Agreement and any applicable platform terms and conditions, this Agreement shall govern to the extent of such conflict.
6.2 Restrictions
In connection with the use of the Platform, you may not:
(a) alter or modify the Platform, or make any electronic reproduction, adaptation, distribution, performance, or display of the Platform, or any portion thereof, except to the extent required for the limited purpose of reviewing material on the Platform;
(b) sell, rent, lease, transfer, distribute, broadcast, display, provide, or otherwise assign to any third party any rights to the Platform, or related materials;
(c) remove or modify any proprietary notice or labels on the Platform, or related materials, including author attribution and copyright notices, or use any of our trademarks as meta-tags on any other website;
(d) use the Platform for any non-authorized purpose or any illegal purpose;
(e) copy, modify, erase, or damage any information contained on computer servers used or controlled by Batch or any third party;
(f) use the Platform to violate any legal right of any third party, including any publicity or privacy right, copyright, or other intellectual property right, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful, or otherwise objectionable;
(g) access or use any password-protected, secure, or non-public areas of the Platform, or access data on the Platform not intended for you, except as specifically authorized by Batch;
(h) impersonate or misrepresent your affiliation with any person or entity;
(i) use any automated means to access or use the Platform, including scripts, bots, scrapers, data miners, or similar software, or display the Platform, or portions thereof, in things (e.g., framing, scraping, etc.), without our express written permission;
(j) attempt to or actually disrupt, impair, interfere with, alter, or modify the Platform, or any information, data, or materials posted and/or displayed by Batch;
(k) attempt to probe, scan, or test the vulnerability of the Platform or breach any implemented security or authentication measures, regardless of your motives or intent;
(l) attempt to interfere with or disrupt access to or use of the Platform by any user, processor, host, or network, including, without limitation, by submitting a virus, worm, Trojan horse, or other malicious code;
(m)willfully or knowingly create or contribute to circumstances that are dangerous or hazardous or that increase the risk of personal injury or damage to real or personal property of another person; or
(n) post any content to the Platform that: (i) includes any profane, obscene, defamatory, discriminatory, threatening, menacing, harassing, or violent content; (ii) depicts or suggests nudity or sexual acts; (iii) promotes hatred, including against members of a protected group under federal, state, or local law (such as, for example, a group defined by race, gender, or national origin); (iv) is objectively shocking or disgusting; (v) depicts or suggests presently occurring illegal activity, including, e.g., illicit drug use or underage drinking; (vi) includes unlicensed proprietary content of a third party, including, e.g., third-party content protected by copyright or trademark for which you do not have a license; (vii) breaches any duty of confidentiality you may have to a third party (e.g., discloses private information about a third party without consent); or (viii) is contrary to the Agreement, including Batch’s rules and policies.
Batch may suspend or terminate your account and your access to and use of the Platform at any time in its sole discretion and for any reason, including any breach of the Agreement.
6.3 Disclosures and Disclaimers
By using the Platform, you acknowledge and agree to the following disclosures and disclaimers about Batch and the Platform:
(a) The Platform enables connections between and among Users and Vendors, and facilitates Users’ and Vendors’ voluntary creation of relationships and provision and receipt of products and services between and among them. Batch is not a direct party to all interactions between and among Users and Vendors.
(b) Although Batch makes commercially reasonable efforts to qualify Vendors and Vendor products and services as appropriate for the Platform and to require Vendors and Vendor products and services to meet Batch’s standards of quality for participation on the Platform, unless otherwise expressly indicated, Batch does not supervise, direct, or control Vendors in the provision of their products and services.
(c) The Platform may refer you to physical venues, geographical sites, websites on the Internet, and/or products or services that are owned, under the control of, or maintained by a User, Vendor, or other third party that is not Batch (“Third Party Properties”). Unless otherwise indicated (such as in the case of Batch’s promotion of a Vendor on the Platform), such references do not constitute an affiliation with or endorsement by Batch of any such Third Party Properties. You acknowledge that Batch is providing any references to such Third Party Properties to you solely as a convenience to you, and you agree that Batch is not responsible for any injury, harm, damages, or negative experience you may encounter by accessing, visiting, or using 6 such Third Party Properties. Batch does not make any representations about any Third Party Properties. Additional third-party terms and conditions may apply to your access to or visit or use of Third Party Properties. Please review any such additional third-party terms and conditions carefully.
(d) AS AMONG BATCH, A USER, AND A VENDOR INVOLVED IN ANY TRANSACTION INVOLVING THE SALE OF PRODUCTS OR SERVICES FACILITATED BY THE PLATFORM FROM A VENDOR TO A USER, THE USER AND THE VENDOR ASSUME ALL RISK WITH RESPECT TO THE TATCRANSACTION. BATCH DISCLAIMS, AND YOU RELEASE BATCH FROM, ANY AND ALL LIABILITY REGARDING ANY SUCH TRANSACTIONS AND ANY DISPUTES OR CLAIMS BETWEEN AND AMONG USERS AND VENDORS RELATED TO SUCH TRANSACTIONS.
(e) Batch may review communications made between and among Users and Vendors using the Platform’s communication features for legitimate business purposes, including in the course of customer service investigations regarding User complaints, and disputes between and among Users and Vendors. Review of such communications shall be consistent with our Privacy Policy.
(f) After booking a service, the Platform provides a means by which Users can rate Vendors either positively or negatively and to provide feedback to enable Users to make informed decisions when using the Platform. Additionally, after all services are completed and the Party has ended, Batch will send Users follow-up questionnaires and surveys, requesting feedback on cities, vendors, and services; any feedback provided in this context is applied to the app. The Platform also provides information about Users using the Platform to other Users, such as when Users communicate through the Platform or share information or content through the Platform. Batch makes commercially reasonable efforts to indicate clearly when a User is using a features that permits the sharing of information with other Users. For example, the Platform’s photo function permits Users to share and save photographs, without any restrictions on sharing and saving photos; there are no restrictions on a User saving or sharing photos or messages shared between Parties.
(g) Within each Party profile page, Users may share messages and photographs. Users may post content, such as photographs and screenshots, directly from the App to their social media, If the Group chooses to become “Private,” these messages and photographs are visible only to that specific Group. Although the Platform permits Users to communicate across Parties and/or with other individual Users, a separate chat will be created, and all content shared will be specific to that chat. Moreover, although the Platform permits cross-Party communication, the Platform also permits Users and Groups to block and delete messages and content.
(h) Batch does not and cannot verify all information provided by Users. Batch has no control over and makes no representations or warranties as to the identity of any User, and Batch disclaims any and all liability relating thereto. Users should exercise caution and judgment when interacting with other Users, in both online and offline interactions, as when interacting with any other individual a User does not know. If you have any questions about the above disclosures and disclaimers or the Platform, please contact us at info@letsbatch.com.
7. Inaccuracies
We disclaim errors, inaccuracies, and omissions of the Platform. In particular, the Platform may provide certain information to Users and Vendors to assist Users and Vendors to make informed decisions, such as, e.g., descriptions, ratings, average prices, and indices. Such information may be generated by Batch or sourced from a third party. Although we make commercially reasonable efforts to verify such information and to require that such information meets Batch’s standards of quality for inclusion on the Platform, this information may contain errors, inaccuracies, and omissions, and we reserve the right to correct any such errors, inaccuracies, or omissions and to change or update information at any time without prior notice. Batch makes no guarantees as to the completeness, timeliness, correctness, or accuracy of the materials or data available through the Platform. If you believe any portion of the Platform includes an error or inaccuracy, please notify us.
8. Availability of the Platform
It is not possible to operate the Platform with 100% guaranteed uptime. Batch will make commercially reasonable efforts to keep the Platform operational. However, certain technical difficulties, routine site and software maintenance and upgrades, and other events may, from time to time, result in interruptions to or outages of the Platform. In addition, Batch reserves the right at any time, and from time to time, to modify or discontinue (on a temporary or permanent basis) certain functions of the Platform, with or without notice. You agree that Batch shall not be liable to you or to any third party for any direct or indirect consequence of any modification, suspension, discontinuance of, or interruption to the Platform.
9. Disclaimer of Warranties
YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE PLATFORM ARE AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. EXCEPT FOR THOSE WARRANTIES MADE AND EXPRESSLY IDENTIFIED AS WARRANTIES BY BATCH, BATCH DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING (A) THE PLATFORM; (B) ANY PRODUCTS AND SERVICES OFFERED THROUGH THE PLATFORM; AND (C) THE ACTS OR OMISSIONS OF USERS OR VENDORS THROUGH THE PLATFORM, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY 8 WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. BATCH MAKES NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS, OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE PLATFORM ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. BATCH ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO AND USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
10. Release and Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE BATCH (AND OUR OFFICERS, DIRECTORS, AGENTS, INVESTORS, SUBSIDIARIES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL BATCH OR ANY OF ITS AFFILIATES OR SUPPLIERS (INCLUDING ANY OF ITS OR THEIR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES) BE LIABLE TO YOU (INCLUDING ANY OF YOUR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, EQUITY, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), NOR FOR ANY DAMAGES ARISING FROM DELAY, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, INTERRUPTION IN USE OR AVAILABILITY OF DATA, LOSS OF USE OF MONEY OR USE OF PRODUCTS, LOST PROFITS, REVENUE OR SAVINGS (ACTUAL OR ANTICIPATED), OR OTHER ECONOMIC LOSS ENSUING FROM OR IN CONNECTION WITH (A) THE PLATFORM; (B) ANY PRODUCTS AND SERVICES OFFERED THROUGH THE PLATFORM; OR (C) ANY ACTS OR OMISSIONS OF USERS OR VENDORS THROUGH THE PLATFORM, EVEN IF BATCH OR ANY OF ITS AFFILIATES OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF BATCH AND ITS AFFILIATES AND SUPPLIERS (INCLUDING ANY OF ITS OR THEIR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNEES) TO YOU EXCEED THE GREATER OF (A) THE AMOUNT OF FEES PAID OR PAYABLE TO BATCH BY YOU UNDER THIS AGREEMENT, AND (B) ONE HUNDRED U.S. DOLLARS ($100). THIS LIMITATION ON THE AMOUNT OF LIABILITY SHALL APPLY WHETHER A CLAIM OR LIABILITY ARISES IN CONTRACT, EQUITY, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), AND EVEN IF BATCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR LIABILITY. THIS LIMITATION SHALL SPECIFICALLY SURVIVE A FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES THAT MAY BE PROVIDED IN THIS AGREEMENT.
11. Indemnity
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS BATCH, ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ALL CLAIMS, DEMANDS, LAWSUITS, DAMAGES, LIABILITIES, LOSSES, COSTS, OR EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND COURT COSTS), JUDGMENTS, SETTLEMENTS, AND PENALTIES OF EVERY KIND ARISING FROM OR RELATING TO ANY VIOLATION OF THIS AGREEMENT BY YOU AND ANY ACT OR OMISSION BY YOU RELATING TO YOUR USE OF THE PLATFORM.
12. Termination
You agree that Batch may, in its sole discretion and without prior notice, terminate your access to or use of any of the Platform or any part of the Platform at any time and for any reason, with or without cause. You also agree that any breach by you of the Agreement may constitute an unlawful and unfair business practice that will cause irreparable harm to Batch for which monetary damages would be inadequate. You consent to Batch’s obtaining any injunctive or equitable relief that Batch deems necessary or appropriate in such circumstances, without the need for a bond. These remedies are in addition to any other remedies Batch may have at law or in equity.
13. Intellectual Property Infringement
We expect Users and Vendors to respect the intellectual property rights of others. We may remove material that appears in our sole discretion to infringe upon the intellectual property rights of others. If you believe a work protected by a U.S. copyright you own has been posted on the Platform without authorization, you may notify our copyright agent, and provide the following information:
(a) a physical or electronic signature of the person authorized to act on behalf of the copyright owner;
(b) identification of the copyrighted work or works claimed to have been infringed;
(c) a detailed description of the material you claim is infringing, together with information sufficient to enable us to locate it, including the URL or other description of where the infringing material appears;
(d) your name, mailing address, telephone number and e-mail address;
(e) a statement by you that you believe in good faith that the copyrighted material identified is being used in a manner that is not authorized by the copyright owner, its agent or the law; and
(f) a statement by you that the above information is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the copyright allegedly infringed.
To notify Batch of a claimed copyright infringement, please contact:
1150 First Ave #450, King of Prussia, PA, 19406
info@letsbatch.com
14. General
14.1 Modifications
We may modify the Agreement at any time and in our sole discretion. We will use commercially reasonable efforts to publish to you any revised portion of the Agreement, for example, by publishing the latest version of these terms and conditions at this URL. Should you deem any such modification to the Agreement to be unacceptable, you shall stop accessing and using the Platform. All changes to the Agreement shall be effective immediately.
14.2 Access and Use Where Prohibited
Access to and use of the Platform are unauthorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation this Section.
14.3 Operation of the Platform from the United States of America
By accessing and using the Platform, you acknowledge and agree that Batch controls and operates all parts of the Platform from its offices in the United States of America and that the Platform is intended for use by Users located in the United States of America. Unless expressly stated to the contrary, Batch makes no representation that the Platform is appropriate or will be available for use in other locations. Unless otherwise explicitly stated, all marketing or promotional materials found on or accessible through the Platform are solely directed to individuals, companies, or other entities located in the United States of America. Batch reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product, or service to any person or geographic area. Any offer for any feature, product, or service made on or through the Platform is void where prohibited. If you access or use the Platform from outside the United States of America, you are entirely responsible for compliance with applicable local laws and other applicable laws. You may not use any portion of the Platform in violation of applicable export laws and regulations.
If you access the Platform from outside the United States, you acknowledge and agree that your information may be transferred to and maintained on computers and servers located outside of your state, province, country, or other governmental jurisdiction where the privacy laws may not be as protective as those in your jurisdiction. Your consent to the Agreement followed by your submission of such information represents your agreement to the transfer of such information to the United States and the collection, use, and disclosure of your information in accordance with United States law and our Privacy Policy.
14.4 Applicable Law and Venue
Any action related to the Agreement will be governed by the law of the Commonwealth of Pennsylvania, without regard to the choice or conflicts of law provisions of any jurisdiction.
14.5 Dispute Resolution
Batch intends to resolve any and all disputes that may arise among it and its Users in a cost-effective and non-disruptive manner.
You agree to the following dispute resolution procedure for disputes arising between you and Batch. If you are unable to resolve any dispute in the ordinary course of business, you shall send a written notice to Batch in which you outline the issues in dispute, enclose any relevant documents, and state the requested relief. Batch shall respond within ten (10) business days with identical information from its perspective. You and a representative of Batch shall meet or communicate electronically within ten (10) business days of the delivery of the response, and as often as you and Batch mutually deem necessary or desirable thereafter, in an attempt to resolve the matter. If, within sixty (60) days of the first communication, you and Batch fail to resolve the matter, the dispute will be resolved exclusively by binding arbitration in accordance with the then-current Commercial Rules of the American Arbitration Association, provided that Batch will have the right to petition any court of competent jurisdiction for the entry of injunctions and orders for specific performance relating to any alleged violation of intellectual property rights. YOU AGREE THAT YOU WILL NOT BRING OR BE A PARTY TO ANY CLASS-ACTION LAWSUIT AGAINST BATCH.
You agree to the following dispute resolution process for disputes arising between you and one or more other Users or Vendors. Before instituting any litigation or other proceeding regarding a dispute with another User or Vendor, you shall notify the other User or Vendor of the nature of the dispute and attempt to resolve the dispute in good faith with such other User or Vendor. If you and the other User or Vendor are unable to resolve the dispute under mutually agreeable terms, either party may seek review of the dispute by Batch. Batch will investigate the dispute, seeking input and communicating with both parties. Batch may review all data available to it through the Platform regarding the nature of the dispute, including communications between the parties made through the Platform’s messaging. Batch will review both parties’ positions in good faith and expeditiously propose a non-binding resolution. If either party rejects Batch’s proposed resolution and additional communication between the parties is futile, either party may seek to resolve the dispute through additional mediation, arbitration, litigation, or any other available forum.
14.6 User Submissions and User’s Grant of Limited Licensed
By communicating with Batch, including submitting or sending content to us, you grant Batch the royalty-free, unrestricted, world-wide, perpetual, irrevocable, non-exclusive, and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such content (in whole or part), including any information, suggestions, ideas, drawings or concepts contained in such content, and/or to incorporate it in other works in any form, media, or technology now known or later developed. Such license includes incorporating the content, in whole or in part, into an Batch feature. You will remain responsible for the accuracy, copyright compliance, legality, decency, or all other aspects of such submitted material, including any content or part thereof, or other communication to Batch. By submitting any such content to the Platform, you waive any “moral rights” in such content.
14.7 Force Majeure
In the event Batch’s performance of this Agreement, or any obligation hereunder, is prevented, restricted, or interfered with by reason of acts of God or of the public enemy, acts of the Government in its sovereign capacity, fires, floods, epidemic, strikes, picketing or boycotts, or any other circumstances caused by natural occurrences or third party actions beyond the reasonable control and without the fault or negligence of Batch, Batch shall be excused from such performance on a day-to-day basis to the extent of such prevention, restriction or interference.
14.8 Miscellaneous
If any part of the Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
No failure or delay in enforcing any provision, exercising any option, or requiring performance, shall be construed to be a waiver of that or any other right in connection with the Agreement.
No action arising out of this Agreement or your access to or use of the Platform, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose) and you hereby waive any longer statute of limitations that may be permitted by law.
If Batch does take any legal action against you as a result of your violation of the Agreement, Batch will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Batch. You agree that Batch will not be liable to you or to any third party for termination of your access to or use of any part of the Platform as a result of any breach of the Agreement or for any reason at all.
You may not assign, by operation of law or otherwise, any rights or delegate any duties under the Agreement to any third party without prior written consent by Batch. Any purported assignment lacking such consent will be void at its inception. Batch may assign all or part of its rights and/or delegate all or part of its duties under the Agreement to any party, at any time, and in its sole discretion, upon notice of assignment by publishing such notice through the Platform.