Last Updated: Last modified: 2022-01-14
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.
ACCEPTANCE OF THESE TERMS
All references to “you” or “your,” as applicable, mean the person who accesses, uses, and/or participates in the Site in any manner, and each of your heirs, assigns, and successors. If you use the Site on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your acceptance of the Terms will be deemed an acceptance by that entity, and “you” and “your” herein shall refer to that entity.
“Site Content” means User Content and Outfit Content together.
“Content” means text, graphics, images, music, software, audio, video, information or other materials, including but not limited to profile information, Event Services requests, quotes, message threads, ratings, scheduling and calendar information, and other information or materials available on or through the Site.
“Client” means a User who is registered to book Talent for Event Services.
“User” means a person who completes Outfit’s account registration process or a person who submits or receives a request through Outfit, including but not limited to Talent and Client.
“Site” means the Outfit website located at https://outfittalent.com and any services provided by or through Outfit.
“Event Services” means the services listed, quoted, scheduled, offered or provided by Talents, or sought, scheduled or received by Clients, through the Site.
“Talent” means a User who is registered to offer, provide, receive payment for, or facilitate the provision of Event Services from time to time.
“Outfit Content” means all Content Outfit makes available on or through the Site, including any Content licensed from a third party, but excluding User Content.
“User Content” means all Content submitted, posted, uploaded, published, or transmitted on or through the Site by any User or other user of the Site, including but not limited to event information, photographs, profile information, descriptions, postings, ratings, and payments made through the Site, but excluding Outfit Content and Feedback.
ELIGIBILITY, TALENT REPRESENTATIONS, WARRANTIES, AND USE OF THE SITE
Access to and use of the Site is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By accessing or using the Site, you represent and warrant that you are eligible.
By registering or using the Site to offer, post or provide Event Services, Talents represent and warrant that:
a) they are customarily engaged in an independently established trade, occupation or business of the same nature as the Event Services they perform; and
b) they, and the employees, agents, contractors, and subcontractors who may perform work for them, are properly and fully qualified and experienced, and licensed, certified, bonded, and insured, as required by applicable laws or regulations to which they may be subject in the jurisdiction(s) in which they offer their Event Services and in relation to the specific job they are performing.
Outfit provides a Site for persons interested in receiving Event Services to select and retain Talent to perform Event Services. Outfit’s primary business is to host and develop the Site so that persons interested in receiving Event Services can easily connect with Talent such as bartenders, wait staff, personalities (such as VIP hosts and brand ambassadors), retail specialists, influencers and captains to provide Event Services on an as needed basis, and to streamline payments and invoicing for Event Services provided. Outfit is not in the business of providing Event Services. Outfit merely connects persons interested in receiving Event Services with Talent to perform Event Services.
Talents understand and agree that by creating and maintaining an account on the Site, they receive only the ability to use the Outfit Site to access persons interested in receiving Event Services, including but not limited to the ability to message Clients, that facilitate the provision of Event Services. Talents understand and agree that using the Site does not guarantee that any Outfit users will ever engage them for Event Services, nor is there any guarantee that the Talent will be engaged to provide the Event Services on a recurring or ongoing basis.
Talents understand and agree that they are contractors of Outfit, and are not Outfit employees, joint venturers, partners, or agents. Talents acknowledge that they confirm their own prices, provide their own equipment, and determine their own work schedule. Outfit does not control, and has no right to control, the services a Talent provides (including how the Talent provides such services) if the Talent is engaged by a Client, except as specifically noted herein.
Talent is an independent contractor of Outfit only and may be required to sign an independent contractor agreement with Outfit. If any terms of a separate independent contractor agreement conflict with the terms of these Terms, the conflicting terms of the independent contractor agreement will control.
ACCOUNT REGISTRATION AND OTHER SUBMISSIONS
Users may access the Site without registering for an account. To access and participate in certain features of the Site, you will need to create a password-protected account (“Account”). You also may register for an Account using your existing Facebook or Instagram account and log-in credentials (your “Third-Party Site Password”). You agree to provide accurate, current, and complete information during the registration or request submission process and at all other times when you use the Site, and to update information to keep it accurate, current, and complete. You are solely responsible for safeguarding your Outfit password and, if applicable, your Third-Party Site Password. You are solely responsible for all activity that occurs on your Account, and you will notify Outfit immediately of any unauthorized use. Outfit is not liable for any losses by any party caused by an unauthorized use of your Account. Notwithstanding the foregoing, you may be liable for the losses of Outfit or others due to such unauthorized use.
YOUR LICENSE TO USE THE SITE
Subject to your compliance with these Terms, Outfit grants you a limited, non-exclusive, revocable, nontransferable, and non-sublicensable license to reproduce and display Site Content (excluding any software source code) solely for your personal and non-commercial use and only in connection with your access to and participation in the Site. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site or Site Content, except as expressly permitted in these Terms. The Site and Site Content are provided to you AS IS. If you download or print a copy of Site Content for personal use, you must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Outfit or its licensors, except for the licenses and rights expressly granted in these Terms.
We may, in our sole discretion, permit you to post, upload, publish, submit or transmit User Content. By making available any User Content on or through the Site, you hereby grant to Outfit a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User Content on, through, by means of or to promote, market or advertise the Site or Event Services, or for any other purpose in our sole discretion, except that private messaging through the Site will not be used by Outfit in public advertising. In the interest of clarity, the license granted to Outfit shall survive termination of the Site or your Account. Outfit does not claim ownership rights in your User Content and nothing in these Terms will be deemed to restrict rights that you may have to use and exploit any such User Content submitted, posted, uploaded, published, or transmitted on or through the Site by you.
You acknowledge and agree that you are solely responsible for all User Content that you make available on or through the Site. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all User Content that you make available on or through the Site or you have all rights, licenses, consents and releases that are necessary to grant to Outfit the rights in such User Content, as contemplated under these Terms; and (b) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Outfit’s use of your User Content (or any portion thereof) on, through or by means of the Site will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You agree that Outfit may proofread, summarize or otherwise edit and/or withdraw your User Content, and you understand it remains your sole responsibility to monitor your User Content and ensure that such edited Content is accurate and consistent with your representations and warranties in these Terms.
Outfit reserves the right, at any time and without prior notice, to remove or disable access to User Content that we, in our sole discretion, consider to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site or users, or for any other reason.
As a user of the Site, you may not:
Use another person’s Account, misrepresent yourself or Event Services offered through the Site, misrepresent your identity or qualifications, misrepresent information in your profile, or post Content in any inappropriate category or areas on the Site;
Use any automated system including but not limited to robots, spiders, offline readers or scrapers to access the Site for any purpose without Outfit’s prior written approval; provided, however, that the operators of public search engines may use spiders or robots to copy materials from the Site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material (Outfit reserves the right to revoke these exceptions either generally or in specific cases);
In any manual or automated manner copy copyrighted text, or otherwise misuse or misappropriate Site information or Content including but not limited to, use on a mirrored, competitive, or third-party site;
Transmit more request messages through the Site in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser;
Take any action that (a) may unreasonably encumber the Site’s infrastructure; (b) interferes or attempts to interfere with the proper working of the Site or any third-party participation; (c) bypasses measures that are used to prevent or restrict access to the Site; (d) circumvents, disables or otherwise interferes with security features of the Site; (e) distributes viruses or any other technologies that may harm Outfit or users; (f) uses the Site in a way that violates any copyrights, trade secrets, or other rights of any third party, including privacy or publicity rights; or (g) circumvents or manipulates Fee (defined herein) structure, billing, or Fees owed;
As a Talent, use the Site in any manner that circumvents your obligation to pay Outfit for access to Event Services provided by the Site;
Collect, harvest or publish any personally identifiable data including but not limited to names or other account information, from the Site, or use the communication systems provided by the Site for any reason not explicitly authorized by these Terms, including commercial solicitation purposes;
Recruit, solicit, or contact in any form Talent for employment or any other use not specifically intended by the Site. If Talent are recruited for employment, the User must pay Outfit a one-off conversion fee of 25% of the Talent’s annual salary;
Take any inappropriate or unlawful actions, including the submission of inappropriate or unlawful Content to or through the Site, including Content that is harassing, hateful, illegal, profane, obscene, defamatory, threatening, or discriminatory, or that advocates, promotes, or encourages inappropriate activity, conduct that would be considered a criminal offense, or conduct that would give rise to civil liability or violate any law;
Advertise or solicit an Event Service not related to or appropriate for the Site including, but not limited to any Event Service that (a) provides directories or referrals; (b) offers lending; (c) offers rental space; (d) competes with the business of Outfit; (e) is based outside the United States; (f) promotes or offers Ponzi schemes, junk mail, spam, chain letters, pyramid schemes, affiliate marketing or unsolicited commercial content, discount cards, credit counseling, online surveys or contests, raffles, prizes, bonuses, games of chance or giveaways; or (g) provides non-local content.
Submit User Content that damages the experience of any user including but not limited to (a) requests to download non-Outfit mobile applications and/or links that direct the user to mirrored websites where the user must enter information that is redundant with what has already been entered on Outfit, (b) offers to purchase an Event Service or any other service outside of Outfit, or (c) using a profile page or user name to promote services not related or appropriate to the Site;
Take any action that may undermine the efficacy or accuracy of ratings systems;
Fail to perform Event Services purchased from you as promised, unless the Client fails to materially meet the terms of the mutually agreed-upon agreement for the Event Services or refuses to pay, or a clear typographical error is made, or you cannot authenticate the Client’s identity;
Engage in fraudulent conduct including but not limited to offering to make money transfers with intent to request a refund of any portion of the payment or soliciting users to mail cash or use other payment methods prohibited by Outfit;
Sign up for, negotiate a price for, use, or otherwise solicit an Event Service with no intention of following through with your use of or payment for the Event Service;
Agree to purchase an Event Service when you do not meet a Talent’s requirements;
Undertake any activity or engage in any conduct that is inconsistent with the business or purpose of the Site and Attempt to indirectly undertake any of the foregoing.
OUTFIT FEES AND TAXES
In connection with use of Outfit’s Site, Outfit charges certain Fees (“Outfit Fees” or “Fees”). Fees will be provided to you before you book Talent for an Event Service. All Fees quoted by Outfit are dependent on:
a) the duration of the Event Services; and
b) the number of hours’ work needed for the Event Services.
Outfit reserves the right to adjust the Fees if you change the duration of the Event Services or the number of hours’ work needed for the Event Services after you have booked Talent for an Event Service.
You agree to pay these Fees. You agree to pay all applicable Fees or charges based on the Fee and billing terms then in effect, regardless of whether you have an active Account. Charges shall be made to your credit card or other payment method according to the following schedule:
- For Event Services lasting one (1) day or less: charges shall be made 24 hours after the conclusion of the Event Services or at the time you approve talent timecards, whichever is sooner.
- For Event Services lasting between one (1) day and four (4) days: charges shall be made daily. Each charge shall be made 24 hours after the previous day’s Event Services or at the time you approve talent timecards for the previous day, whichever is sooner.
- For Event Services lasting between five (5) days and thirty-one (31) days: charges shall be made weekly. Charges shall begin seven (7) days before the date on which Event Services are due to commence based on the expected hours to be worked by Talent. Should Talent work more hours than expected, the following week’s charge will be adjusted to reflect this. Should Talent work fewer hours than expected, you may request a refund subject to Outfit’s cancellations and refunds policy under this agreement.
- For Event Services lasting over thirty-one (31) days: charges shall be made monthly. Charges shall begin seven (7) days before the date on which Event Services are due to commence based on the expected hours to be worked by Talent. Should Talent work more hours than expected, the following week’s charge will be adjusted to reflect this. Should Talent work fewer hours than expected, you may request a refund subject to Outfit’s cancellations and refunds policy under this agreement.
If you do not pay on time or if Outfit cannot charge a credit card or other payment method for any reason, Outfit reserves all rights permissible under law to recover payment and all costs and expenses incurred, including reasonable attorneys’ fees, in our pursuit of payment. You explicitly agree that all communication in relation to delinquent accounts or Fees due will be made by electronic mail or by phone. Such communication may be made by Outfit or by anyone on its behalf, including but not limited to a third-party collection agent. If you cancel your Account at any time, you will not receive any refund. If you have a balance due on any Account, you agree that Outfit may charge such unpaid Fees to your credit card or otherwise bill you for such unpaid Fees. You understand and agree that you are solely responsible for determining your own tax reporting and sales tax collection requirements in consultation with tax advisers, and that we cannot and do not offer specific tax advice to either Talents or Clients.
Payment processing services for Talents on Outfit are provided by Stripe, and, where applicable, may include money transmission services pursuant to licenses held by Stripe.
Outfit serves as a limited payment collection agent of a Talent and is authorized to collect payment from Clients on behalf of a Talent. Payment made by a Client to Outfit in connection with Event Services shall be considered the same as a payment made directly to a Talent. As a Talent, you hereby appoint Outfit as your limited payment collection agent solely for the purpose of accepting payment from Clients in connection with Event Services. You agree that payment made to Outfit shall be considered the same as a payment made directly to you. You further understand that, as a limited payment collection agent for its Talents, Outfit’s obligation to you, as the Talent, is subject to and conditional upon successful receipt of payment from Client. In accepting appointment as your limited payment collection agent, Outfit assumes no liability for your acts or omissions in your capacity as the Talent.
If any User does not make a payment on time or if Outfit cannot charge a credit card or other payment method for any reason, Outfit reserves all rights permissible under law to recover payment and all costs and expenses incurred, including reasonable attorneys’ fees, in our pursuit of payment. You explicitly agree that all communication in relation to delinquent accounts or payments due will be made by electronic mail or by phone. Such communication may be made by Outfit or by anyone on its behalf, including but not limited to a third-party collection agent. If you have a balance due on any Account, you agree that Outfit may charge such unpaid payments to your credit card or otherwise bill you for such unpaid payments.
CANCELLATIONS AND REFUNDS
All sales on Outfit are final and non-refundable, except as otherwise specified herein:
- Where a cancellation is requested one (1) week or more before the start date and time of the Event Services, a full refund may be provided.
- Where a cancellation is requested between one (1) week and forty-eight (48) hours before the start date and time of the Event Services, a 50% refund may be provided.
- Where a cancellation is requested within forty-eight (48) hours of the start date and time of the Event Services, no refund may be provided.
All cancellation and refund requests will be subject to Outfit’s review and absolute discretion.
You may request a cancellation or refund by emailing your request to Outfit support at firstname.lastname@example.org. If you cancel your Account at any time, you will not receive any refund. We will normally process your valid written request within thirty (30) days of receiving it, unless a shorter period is required by law.
DISPUTES BETWEEN OR AMONG USERS
Outfit values our Talent and Clients, and we understand that occasionally disputes may arise between or among them. Our goal is to provide tools to help users resolve such disputes independently. In the rare event a dispute initiated by either a Talent or a Client cannot be resolved independently, you agree, at Outfit’s request, to participate with good faith, to the extent you are reasonably able to do so, in a neutral resolution, mediation, or arbitration process conducted by Outfit or a neutral third-party mediator or arbitrator selected by Outfit. Notwithstanding the foregoing, you acknowledge and agree that Outfit is under no obligation to become involved in or impose resolution in any dispute between or among users or any third party.
INTELLECTUAL PROPERTY RIGHTS
Outfit Content is protected by copyright, trademark, and other laws of the United States, foreign countries, and international conventions. Except as expressly provided in these Terms, Outfit and its licensors exclusively own all right, title, and interest in and to the Site and Outfit Content, including all associated intellectual property rights. All trademarks, service marks, logos, trade names and any other proprietary designations of Outfit used herein are trademarks or registered trademarks of Outfit. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective owners.
By sending us any feedback, comments, questions, or suggestions concerning Outfit or our services, including the Site (collectively, “Feedback”) you represent and warrant (a) that you have the right to disclose the Feedback, (b) that the Feedback does not violate the rights of any other person or entity, and (c) that your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against Outfit and its users any claims and assertions of any moral rights contained in such Feedback. This Feedback section shall survive any termination of your Account or the Site.
Only the intellectual property rights owner or the owner’s authorized agent is permitted to report potentially infringing materials to Outfit as set forth below. If you are not the intellectual property rights owner or the owner’s authorized agent, you should contact the intellectual property rights owner and they can choose whether to use the procedures set forth in these Terms.
Notification: Outfit respects the intellectual property rights of others, and we require you to do the same when using Outfit website and services.
Outfit may, in appropriate circumstances and at our discretion, terminate service and/or access to this website or services for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our website or services, please provide Outfit ‘s designated agent the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a full list of such works at that site.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the website or services, and information reasonably sufficient to permit Outfit to locate the material.
- Information sufficient to permit Outfit to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Outfit ‘s agent for notice of claims of copyright or trademark infringement on this website or services can be reached as follows:
Outfit Partners INC
Attn: Ryan Mulcock, Chief Executive Officer
61 Greenpoint Ave
Brooklyn, NY 11222
By e-mail: email@example.com
Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
If you are a user who posted allegedly infringing material and who received notification to that effect from Outfit, you may elect to send us a counter notice. To be effective, such counter notice must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see Section 512(g)(3) of the Copyright Act to confirm these requirements):
- Your physical or electronic signature.
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
- A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
- Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which Outfit may be found, and that you will accept service of process from the person who provided notification of a complaint of allegedly infringing materials or an agent of such person.
Such written notice should be sent to our designated agent as follows:
Outfit Partners INC
Attn: Ryan Mulcock, Chief Executive Officer
61 Greenpoint Ave
Brooklyn, NY 11222.
By e-mail: firstname.lastname@example.org
Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
We expect users to respect copyright law. In appropriate circumstances we will terminate the Account of any user who repeatedly infringes or is believed to be repeatedly infringing the rights of copyright holders.
Outfit does not endorse any User, user or any Event Services, and Outfit is not a party to any agreements between or among users, Users or third parties. No agency, partnership, joint venture, or employment is created as a result of the Terms or any person’s or User’s use of any part of the Site, including but not limited to any scheduling or other services. Neither Outfit nor any Users or users of the Site may direct or control the day-to-day activities of the other, or create or assume any obligation on behalf of the other. Users are required by these Terms to provide accurate information, and although Outfit may undertake additional checks and processes designed to help verify or check the identities or backgrounds of users, we do not make any representations about, confirm, or endorse any user or their purported identity or background, regardless of the specific Outfit services they are using or any involvement by Outfit personnel in providing or scheduling those services.
Any reference on the Site to a user being licensed or credentialed in some manner indicates only that the user has completed a relevant account process or met user review standards, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by Outfit and is not verification of their identity and whether they or their Event Services are licensed, insured, trustworthy, safe or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of others whom you contact or interact with via the Site. You should always exercise responsibility, due diligence and care when deciding whether to have any interaction with any other user. Outfit is not responsible for any damage or harm resulting from your interactions with other users.
The Site Content may contain links to third-party websites, offers, or other events not owned or controlled by Outfit. We do not endorse or assume any responsibility for any such links, and if you access them, you do so at your own risk.
By using the Site, you understand and agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users or other third parties will be limited to a claim against those particular users or other third parties. You agree not to attempt to impose liability on or seek any legal remedy from Outfit with respect to such actions or omissions.
SANCTIONS FOR VIOLATIONS OF THESE TERMS
Without limiting any other rights reserved herein, Outfit may, in its sole discretion, take any action permitted by law for any violation of these Terms or any other policy or agreement between you and Outfit, including but not limited to removing User Content you posted, limiting your Account access, requiring you to forfeit certain funds or paid Fees, assessing monetary penalties or costs, terminating your Account, canceling postings, blocking access, investigating you, and/or cooperating with law enforcement agencies in investigation or prosecution.
ACCOUNT SUSPENSION OR TERMINATION
We may, in our discretion, with or without cause, with or without prior notice and at any time, decide to limit, block, suspend, deactivate or cancel your Outfit Account in whole or in part. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Site or your User Content, or receive assistance from Outfit support teams; (b) if appropriate in our sole discretion, we may communicate to other users that your Account has been terminated, blocked, suspended, deactivated, or cancelled, and why this action has been taken; and (c) you will not be entitled to any compensation for Site services or Event Services cancelled or delayed as a result of Account termination. You may cancel your use of the Site and/or terminate your Account at any time by following the “Settings” link in in your profile, clicking “Account,” and clicking “Deactivate Account.” Please note that if your Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Site, including, but not limited to, any ratings.
ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
You and Outfit agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before this Agreement or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of this Agreement. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.
By agreeing to these Terms, you agree to resolve any and all disputes with Outfit as follows:
Initial Dispute Resolution: Most disputes can be resolved without resort to litigation. You can reach Outfit’s support department at email@example.com. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with the Outfit support department, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, Outfit will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, Outfit will pay the fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.
The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
If you are a resident of the United States, arbitration will take place in New York County or other location mutually agreed on by the parties. Arbitration may be conducted by video conference or similar format. For individuals residing outside the United States, arbitration shall be initiated in the State of New York, United States of America, and you and Outfit agree to submit to the personal jurisdiction of any federal or state court in New York County, New York in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
Class Action Waiver: The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND OUTFIT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS USER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
Exception: Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
30-Day Right to Opt Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending (from the email address you use on Outfit) written notice of your decision to opt out to Outfit Partners INC, 61 Greenpoint Ave, Suite 400, Brooklyn, NY 11222 with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of your first use of the Site; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, Outfit also will not be bound by them.
Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from the section entitled “Arbitration and Class Action Waiver,” and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section in existence after you began using the Site.
Survival: This Arbitration and Class Action Waiver section shall survive any termination of your Account or the Site.
The Terms and the relationship between you and Outfit shall be governed in all respects by the laws of the State of New York, without regard to its conflict of law provisions. You agree that any claim or dispute you may have against Outfit that is not subject to arbitration must be resolved by a court located in New York County, New York, except as otherwise agreed by the parties. You agree to submit to the personal jurisdiction of the courts located within New York County, New York, for the purpose of litigating all such claims or disputes that are not subject to arbitration. You hereby waive any and all jurisdictional and venue defenses otherwise available.
YOUR USE OF THE SITE, EVENT SERVICES, OR SITE CONTENT SHALL BE SOLELY AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT OUTFIT DOES NOT HAVE AN OBLIGATION, BUT RESERVES THE RIGHT FOR ANY REASON, TO (A) MONITOR OR REVIEW USER CONTENT; OR (B) FOR ANY PERMISSIBLE PURPOSE, CONDUCT IDENTITY VERIFICATION, BACKGROUND (INCLUDING CRIMINAL BACKGROUND) OR REGISTERED SEX OFFENDER CHECKS ON ANY USER, INCLUDING BUT NOT LIMITED TO TALENTS AND CLIENTS. THE SITE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, OUTFIT AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT; ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF OR IN TRADE; ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THIS SITE OR THE EVENT SERVICES OFFERED ON OR THROUGH THIS SITE; AND ANY WARRANTIES RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE, INCLUDING WITHOUT LIMITATION ALL SITE CONTENT.
OUTFIT MAKES NO WARRANTY THAT THE SITE OR EVENT SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. OUTFIT ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE SITE. OUTFIT SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DATA, INFORMATION, MATERIALS, SUBSTANCE, OR SITE CONTENT POSTED, TRANSMITTED, OR MADE AVAILABLE VIA THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM OUTFIT OR THROUGH THE SITE, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OR USERS OF THE SITE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, INCLUDING BUT NOT LIMITED TO ANY CLIENTS, TALENTS OR SERVICE RECIPIENTS. YOU UNDERSTAND THAT OUTFIT DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE OR TO REVIEW OR VET ANY EVENT SERVICES. OUTFIT MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON AND GIVE OR RECEIVE EVENT SERVICES. OUTFIT EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS OR THIRD PARTIES.
LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE AND SITE CONTENT, YOUR OFFERING OR PROVIDING EVENT SERVICES OR REQUESTING OR RECEIVING EVENT SERVICES THROUGH THE SITE, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF OUTFIT OR THIRD PARTIES, WHETHER IN PERSON OR ONLINE, REMAINS WITH YOU. NEITHER OUTFIT NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE WILL BE LIABLE (WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT OUTFIT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE) FOR: (A) ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL; (B) SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE; (C) THE COST OF SUBSTITUTE PRODUCTS OR SERVICES; (D) ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS; (E) THE USE OF OR INABILITY TO USE THE SITE, EVENT SERVICES OR SITE CONTENT; (F) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE; OR (G) YOUR OFFERING OR PROVIDING EVENT SERVICES OR REQUESTING OR RECEIVING EVENT SERVICES THROUGH THE SITE.
IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF OUTFIT AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING FROM OR RELATING TO THE TERMS, SITE, EVENT SERVICES, AND/OR SITE CONTENT, OR FROM THE USE OF OR INABILITY TO USE THE SITE OR SITE CONTENT OR IN CONNECTION WITH ANY EVENT SERVICES OR INTERACTIONS WITH ANY OTHER USERS EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO OUTFIT BY YOU HEREUNDER, OR ONE HUNDRED US DOLLARS IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE.
THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO RESIDENTS OF NEW JERSEY.
NDEMNIFICATION AND RELEASE
You agree to release, defend, indemnify, and hold Outfit and its affiliates and subsidiaries, and their respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site or your violation of these Terms; (b) your User Content or the Site Content; (c) your interaction with any User or user; and (d) the request or receipt or offer or provision of Event Services by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with such Event Services.
Notwithstanding the foregoing paragraph, if you are a resident of New Jersey, you only agree to release, defend, indemnify, and hold Outfit and its affiliates and subsidiaries, and their respective officers, directors, employees and agents, harmless from and against any third-party claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with your violation of these Terms.
If you are a California resident, you waive California Civil Code Section 1542, which provides:
A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.
If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.
Force Majeure: Other than payment obligations, neither Outfit nor you shall be liable to the other for any delay or failure in performance under the Terms arising out of a cause beyond its control and without its fault or negligence. Such causes may include but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters.
No Third-Party Beneficiaries: You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
Contacting You and E-SIGN Consent: You agree that Outfit may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Site. With your consent, Outfit or Talents may also contact you by telephone or through text messages. If you have agreed to receive text messages or telephone calls from Outfit or Talents, you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by sending an email to firstname.lastname@example.org with “Revoke Electronic Consent” in the subject line. To view and retain a copy of this disclosure or any information regarding your enrollment in this program, you will need (a) a device (such as a computer or mobile phone) with a web browser and Internet access; and (b) either a printer or storage space on such device. For a free paper copy, or to update our records of your contact information, send an email to email@example.com with contact information and the address for delivery.
Waiver: No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Outfit’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
Statute of Limitations: You agree that regardless of any statute or law to the contrary, any claim arising out of or related to the Site or the Event Services offered therein must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. Notwithstanding the foregoing, this statute of limitations shall not apply to residents of New Jersey.
Section Headings: The section headings in these Terms are for convenience only and have no legal or contractual effect.
Contact Information: If you have any questions about these Terms or the Site, please contact us by sending an email to firstname.lastname@example.org or by writing to Outfit Partners INC, 61 Greenpoint Ave, Suite 400, Brooklyn, NY 11222.