​19.       WARRANTY DISCLAIMERS

THE SERVICES AND ALL RELATED CONTENT, PRODUCTS, AND MATERIALS PROVIDED OR MADE AVAILABLE ON OR THROUGH THE SERVICES ARE PROVIDED TO YOU “AS IS,” WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, WITHOUT PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND, AND YOUR USE IS AT YOUR SOLE RISK. THE ENTIRE RISK OF SATISFACTORY QUALITY AND PERFORMANCE RESIDES WITH YOU. SEE AND THEIR RESPECTIVE PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, SPONSORS, AND AGENCIES, as well as the  LICENSORS, AGENTS, Members, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AND REPRESENTATIVES of any of the preceding, DO NOT MAKE, AND at this moment DISCLAIM, ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF CONDITION, UNINTERRUPTED USE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND WARRANTIES (IF ANY) ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SEE DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICES; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE SERVICES WILL INTEROPERATE OR BE COMPATIBLE WITH ANY OTHER SERVICES OR EQUIPMENT; THAT ANY ERRORS IN THE SERVICES WILL BE CORRECTED; OR THAT THE SERVICES WILL BE AVAILABLE FOR REINSTALLATION TO THE SAME OR MULTIPLE DEVICES OR EQUIPMENT. NO ORAL OR WRITTEN ADVICE PROVIDED BY SEE, APPLE INC. (“APPLE”), GOOGLE INC., OR ANY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.

SEE ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY, OR FAILURE TO PROVIDE ANY CONTENT OR TO STORE ANY PERSONALIZATION SETTINGS OR USER MATERIALS.

ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE  SERVICES IS DOWNLOADED AND USED AT YOUR SOLE DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE, SOFTWARE, TECHNOLOGY OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT.

20.       LIMITATION ON LIABILITY

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL SEE OR THEIR RESPECTIVE PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, SPONSORS, AND AGENCIES, AS WELL AS THE LICENSORS, AGENTS, Members, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS AND REPRESENTATIVES OF ANY OF the foregoing, BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE FAILURE OR MALFUNCTION OR ANY OTHER FORM OF DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS, THE LICENSE, OR THE SERVICES WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SEE’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO SEE FOR GENERAL USE OF THE SERVICES DURING THE TERM OF YOUR USE OF THE SERVICES.

THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO FLORIDA RESIDENTS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

21.       OUR PROPRIETARY RIGHTS

All title, ownership, and intellectual property rights in and to the Services are owned by SEE or their respective licensors. You acknowledge and agree that the Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by SEE, you agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in whole or in part.

The Services are owned and operated by SEE and contain material that is derived in whole or in part from material supplied by SEE and its affiliates, subsidiaries, and partners, as well as other sources, and is protected by United States copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws. The Services are also protected as a collective work or compilation under U.S. copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Services. You acknowledge that the Services have been developed, compiled, prepared, revised, selected, and arranged by SEE and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute the valuable intellectual property of SEE and such others. You agree to protect the proprietary rights of SEE and all others having rights in the Services during and after the term of these Terms and to comply with all reasonable written requests made by SEE or its suppliers and licensors of content or otherwise (“Suppliers”) to protect their and others’ contractual, statutory, and common law rights in the Services. You agree to notify SEE immediately upon becoming aware of any unauthorized access or use of the Services by any individual or entity or of any claim that the Services infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Services shall, as between you and SEE, at all times be and remain the sole and exclusive property of SEE.
 

You may not use any of SEE’s trademarks, trade names, service marks, copyrights, or logos in any manner that creates the impression that such items belong to or are associated with you or, except as otherwise provided herein, are used with SEE’s consent, and you acknowledge that you have no ownership rights in or to any such items. 

You may not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way any material from the Services, including content, code, and software (collectively, “Material”) unless specifically granted written permission to do so by SEE. Material may include inaccuracies or typographical errors. SEE has the right but not the obligation to make changes and updates to any Material without prior notice.

22.       .SMS Terms and Conditions

The provision and delivery of text messages by SEE or our text message service providers is governed by our SMS Terms and Conditions, which are expressly incorporated herein.

23.       FORCE MAJEURE

The failure of SEE to comply with any provision of these Terms due to any cause outside SEE’s reasonable control, including, without limitation, an act of God, hurricane, fire, flood earthquake, or other natural disaster, war, or other military action, civil disturbance, riot, epidemic or pandemic, terrorism, and act of public enemy, strikes or labor disputes, failure of essential services (e.g. power failures), actions of governmental authorities outside of the control of SEE (excepting compliance with applicable codes and regulations) or other force majeure event will not be considered a breach of these Terms.

24.       TERMINATION

SEE may terminate or suspend the Services and/or your account immediately, without prior notice or liability. Grounds for such termination shall include, but not be limited to (a) breaches or violations of the Terms (including, without limitation, the Code of Conduct), the SEE Privacy Policy, or other agreements and/or guidelines, (b) requests for termination by law enforcement or government agencies, (c) discontinuance or material modification of the Services (or any part thereof), (d) unexpected technical or security issues or problems, (e) extended periods of inactivity and/or (f) to protect the rights, property or safety of SEE, its agents and affiliates, its users and the public.  Upon termination of your account, your right to use the Services will immediately cease. Termination of your account may include the removal of access to all offerings requiring registration and, at SEE’s sole discretion, the deletion of your account and/or User Content. You agree that SEE shall not be liable to you or any third party for any modification, suspension or discontinuance of the Services or associated services. If you wish to terminate your account, you may simply discontinue using the Services or contact us at info@cpecialeventsentertainment.com via an email expressly stating that you wish to terminate your account. All provisions of these Terms, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability, and dispute resolution provisions.

25.       DISPUTE RESOLUTION

PLEASE READ THIS “DISPUTE RESOLUTION” SECTION CAREFULLY, AS IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT FILED IN COURT.

Informal dispute resolution procedure. If a dispute arises between you and SEE, we are committed to working with you to reach a reasonable resolution. For any such dispute, both parties acknowledge and agree that they will first make a good faith effort to resolve it informally before initiating any formal dispute resolution proceeding in arbitration or otherwise. This requires first sending a written description of the dispute to the other party. For any dispute you initiate, you agree to send the written description of the dispute along with your contact information to the following email address: info@cpecialeventsentertainment.com.  For any dispute that SEE initiates, we will send our written description of the dispute to the latest email address we have on file for your Account. The written description must be on an individual basis and provide, at minimum, the following information: your name; a description of the nature or basis of the claim or dispute; and the specific relief sought. If the dispute is not resolved within sixty (60) days after receipt of the written description of the dispute, you and SEE agree to the further dispute resolution provisions below.

The above process for an informal dispute resolution process is required before you may commence any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process.

Mutual arbitration agreement. You and SEE agree that all claims, disputes, or disagreements that may arise out of the interpretation or performance of the Services, which includes these Terms (including its formation, performance, and breach) or payments by or to SEE, or that in any way relate to the provision or use of the Services, your relationship with SEE, or any other dispute with SEE, shall be resolved exclusively through binding arbitration by this Section 25 (collectively, the “Arbitration Agreement”). This includes claims that arose, was asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration Agreement, by the notice and opt-out provisions outlined in Section 25(J) and (K). You and SEE expressly agree that this Arbitration Agreement evidences a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act (“FAA”). If for whatever reason the rules and procedures of the FAA cannot apply, the state law governing arbitration agreements in the state in which you reside shall apply.

Except as outlined in this Section 25(b), the arbitrator or arbitration body, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms and this Arbitration Agreement, including, but not limited to any claim that all or any part thereof are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator or arbitration body shall be empowered to grant whatever relief would be available in a court under law or equity.

Notwithstanding the parties decision to resolve all disputes through arbitration, each party retains the right to (i) elect to have any claims resolved in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction, regardless of what forum the filing party initially chose; (ii) bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” in this context means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights); and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this Arbitration Agreement, and any filed arbitrations related to any action filed under this paragraph shall automatically be stayed pending the outcome of such action.

You and SEE agree to submit to the personal jurisdiction of any federal or state court in Florida to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator; and in connection with any such proceeding, further agree to accept service of process by U.S. mail and hereby waive any jurisdictional and venue defenses otherwise available.

Except as outlined in Section 25(C) below, if any provision of this Arbitration Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions thereof remain in full force and effect.

THE PARTIES UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE THE CLAIM AND THAT RIGHTS TO PREHEARING EXCHANGE OF INFORMATION AND APPEALS MAY BE LIMITED IN ARBITRATION. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU AND SEE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Class arbitration and collective relief waiver. YOU AND SEE ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT OTHERWISE IN THIS SECTION 25(C) AND SECTION 25(G) BELOW, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR OTHER CONSOLIDATED ACTION AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM, UNLESS SEE PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING.

If there is a final judicial determination that either this “Class arbitration and collective relief waiver” provision or the provisions in Section 25(G) are not enforceable as to a particular claim or request for relief, then the parties agree that that particular claim or request for relief may proceed in court but shall be severed and stayed pending arbitration of the remaining claims. This provision does not prevent you or SEE from participating in a class-wide settlement of claims.

Arbitration rules. The arbitration will be administered by National Arbitration and Mediation (“NAM”). If NAM is not available to arbitrate, the parties will select an alternative arbitration provider, but in no event shall any arbitration be administered by the American Arbitration Association. Except as modified by this “Dispute Resolution” provision, NAM will administer the arbitration by the NAM Comprehensive Dispute Resolution Rules and Procedures, Fees For Disputes When One of the Parties is a Consumer, and the Mass Filing Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures governing or permitting class or representative actions. 

They are initiating arbitration. Only after the parties have engaged in a good-faith effort to resolve the dispute by the “Informal dispute resolution procedure” provision, and only if those efforts fail, then either party may initiate binding arbitration as the sole means to resolve claims using the procedures outlined in the applicable NAM rules. If you are initiating arbitration, a copy of the demand shall also be emailed to info@cpecialeventsentertainment.com.  If SEE is initiating arbitration, it will serve a copy of the demand to the email address associated with your account or the email that SEE has on file for you. The arbitrator has the right to impose sanctions by the NAM rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with the “Informal dispute resolution procedure” provision contemplated by this Arbitration Agreement.

Arbitration location and procedure. If you are a resident of the United States the arbitration will be conducted in the county where you reside, and if you are not a resident of the United States the arbitration shall be conducted in Florida, United States of America, unless you and SEE otherwise agree or unless the designated arbitrator determines that such venue would be unreasonably burdensome to any party, in which case the arbitrator shall have the discretion to select another venue. If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely based on documents you and SEE submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine) to hold a hearing, which shall be via videoconference or telephone conference unless the parties agree otherwise.

Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you and SEE (and each of the parties’ authorized representatives and agents), and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law).

Batch arbitration. To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to NAM (or another arbitration provider selected in accordance with Section 25(D) if NAM is unavailable) against SEE within reasonably close proximity (“Mass Filing”), the parties agree (i) to administer the Mass Filing in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with only one batch filed, processed, and adjudicated at a time; (ii) to designate one arbitrator for each batch; (iii) to accept applicable fees, including any related fee reduction determined by NAM (or another arbitration provider selected in accordance with 25(D) if NAM is unavailable) in its discretion; (iv) that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior batch of 100 is filed, processed, and adjudicated; (v) that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by SEE and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and (vi) that the staged process of batched proceedings, with each set including 100 demands, shall continue until each demand (including your demand) is adjudicated or otherwise resolved. Arbitrator selection for each batch shall be conducted to the greatest extent possible by the applicable NAM rules and procedures for such selection, and the arbitrator will determine the location where the proceedings will be conducted. You agree to cooperate in good faith with SEE and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of combined reduced fees, set by NAM in its discretion, for each batch of claims. The parties further agree to cooperate and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believes will provide for an efficient resolution of claims. Any disagreement between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a procedural arbitrator appointed by NAM. This “Batch arbitration” provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures or authorizing class arbitration of any kind. Unless SEE otherwise consents in writing, SEE does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as outlined in Section 25(C) above and this Section 25(G). If your demand for arbitration is included in the Mass Filing, your claims will remain tolled until your demand for arbitration is decided, withdrawn, or settled.

Arbitrator’s decision. The arbitrator will render an award by this Arbitration Agreement and the applicable NAM rules and procedures. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration (inclusive of that named party’s respective current and former parents, affiliates, subsidiaries, officers, directors, agents, successors, predecessors, assigns, assignees, partnerships, partners, committees, joint ventures, trustees, trusts, employees, immediate family members, and heirs).  Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration.

Fees. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. The parties agree that NAM has the discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM’s Rules where it deems appropriate (including as specified in Section 25(G)), provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Section 25 while such challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction and that any due dates for those fees shall be tolled during the pendency of such challenge.

Right to opt out of the Arbitration Agreement. IF YOU DO NOT WISH TO BE BOUND BY THE ARBITRATION AGREEMENT AS outlined in THIS “DISPUTE RESOLUTION” SECTION 25, THEN: (1) you must notify SEE in writing within thirty (30) days of the date that you first download, access, or use of the Services or otherwise become subject to this Arbitration Agreement (or any subsequent changes to the provisions of the section titled “Dispute Resolution”); (2) your written notification must be mailed to SEE by Vitality Productions Inc. 2715 Eagle Canyon Dr. South Kissimmee FL 34746, Attention: Legal Department or emailed to info@cpecialeventsentertainment.com; and (3) your written notification must include (a) your name, (b) your address, and (c) a clear statement that you wish to opt out of this Arbitration Agreement. SEE will continue to honor any valid opt-outs if you opted out of arbitration in a prior version of the Terms under the requirements outlined in that version. If you do not timely opt out of this Arbitration Agreement, such action shall constitute mutual acceptance of the terms of these “Dispute Resolution” provisions by you and SEE.

Changes. SEE will provide thirty (30) days notice of any changes to this “Dispute Resolution” section by posting the change on the SEE  websites and will provide any other notice by legal requirements. Any such changes will go into effect 30 days after SEE provides this notice and apply to all claims not yet filed. If you reject any such changes by opting out of the Arbitration Agreement any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If SEE changes this “Dispute Resolution” section after the date you first accepted this Arbitration Agreement (or accepted any subsequent changes to this Arbitration Agreement), you agree that your continued use of the Services 30 days after such change will be deemed acceptance of those changes. If you do not agree to such change, you may opt-out by providing notice as described in Section 25(J).

References to “SEE,” “you,” and “us” in this Arbitration Agreement include our respective predecessors in interest, successors, and assigns, as well as our respective past, present, and future parents, subsidiaries, and affiliates; those entities and our respective agents, employees, licensees, licensors, and providers of content as of the time your or our claim arises; and all authorized or unauthorized users or beneficiaries of the Services under this or prior Terms between us.

This Dispute Resolution section shall survive any termination of your use of the Services.

26.       GOVERNING LAW

These Terms and the relationship between you and SEE shall be governed by the laws of the State of New York without regard to conflict of law provisions. The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply to these Terms or any dispute or transaction arising out of these Terms.

27.       GENERAL INFORMATION

In this section 27, references to Terms shall include these Terms and the License.

Severability and Survival. If any provision of the Terms is found by an arbitrator court of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, the remainder of the provision shall be interpreted to achieve as closely as possible the effect of the original term and all other provisions of the Terms remain in full force and effect.

Limitation of Liability and Disclaimer of Warranties are Material Terms of these Terms. You agree that the provisions in these Terms that limit liability and disclaim warranties are essential terms of these Terms.

Entire Agreement. The Terms constitute the entire agreement between you and SEE concerning the Services and supersede any prior agreements, oral or written, between you and SEE.

Conflicts. In the case of a conflict between the Terms and the terms of any other electronic or machine readable statement or policy, including our Privacy Policy, the Terms shall control, except for any agreement governing the use of a mobile Service or other online service in which the user agrees to or is presented with a different governing agreement, such as a terms of service, end user license agreement or other agreement (collectively, “Other Agreement”). In such case, the Other Agreement shall control.

Waiver. The failure of SEE to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.

Section Titles. The section titles in the Terms are for convenience only and have no legal or contractual effect.

Taxes. You are solely responsible for any duties, taxes, levies, and/or fees (including any sales, use, or withholding taxes) imposed on or in connection with these Terms and/or your access to and/or use of the Services, by any authority of any applicable jurisdiction.

Export. You agree to abide by U.S. and other applicable export control laws and agree not to transfer the Services to a foreign national or national destination, which is prohibited by such laws, without first obtaining, and then complying with any requisite government authorization. You certify that you are not a person with whom SEE is prohibited from transacting business under applicable law.

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.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Website, Services, and/or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. 

Unsolicited Submissions.  We do not accept unsolicited submissions for any media, products, or services. Please do not make unsolicited submissions to us through the Services, including (1) by uploading User Content, (2) submissions through any third-party social network, website, or other platform, or (3) submissions by e-mail, text messages, or other means (collectively, “Submissions”). We are not responsible for any similarity of any SEE content, works, or programming in any media to your Submissions. If you make any Submission, or if you provide any comments, information, ideas, concepts, reviews or techniques, or other communication you may send to us (“Feedback”), including via responses to surveys and other methods, Submissions and Feedback shall be deemed User Content and will be subject to the grants by you applicable to User Content (but not any rights concerning User Content) in these Terms, and SEE assumes no obligation to protect such information from disclosure. The submission of such Submissions or Feedback to SEE shall in no way prevent the purchase, manufacture or use of similar products, services, plans, and/or ideas by SEE for any purpose whatsoever.  Our receipt of your Submissions or Feedback is not an admission by us of their novelty, priority, or originality and does not limit our right to contest intellectual property rights related to your Submissions or Feedback.

Contacting Us. Email is an important communication channel for our users. All e-mails sent to MSG should be generated by the person in whose name the e-mail account is registered. Email shall not mask their identity using a false name or someone else’s name or account. If you are a customer and the topic of your email is a service issue, you must include your full name, address, and, if applicable, cable, telephone, or online account number to ensure that we can respond. By providing SEE with your e-mail address, you authorize SEE to use that e-mail address to deliver notices or disclosures related to the Services and as otherwise described in the SEE Privacy Policy.

Marketing. On occasion, we may use your e-mail address to send you marketing-related communications with information about service and product information that we believe may be of interest to you. If you do not want to receive such unsolicited marketing communications from SEE, simply contact us at info@cpecialeventsentertainment.com  The SEE Privacy Policy provides more details about how we use, collect, share, and protect your information.

28.       ADDITIONAL TERMS FROM THIRD-PARTY PLATFORM PROVIDERS

If the Services that you download, access and use runs on Apple’s iOS operating system:

Your license to use the Services is limited to a non-transferable license to use the Services on an iPhone or other iOS Product that you own or control, as permitted by the Usage Rules outlined in the Apple Media Services Terms and Conditions, provided that the Services may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing programs.  Capitalized terms used in this Section 28 but not otherwise defined in these Terms shall have the meanings ascribed to them in Apple Media Services Terms and Conditions.

You acknowledge and agree that:

these Terms are between you and SEE, and not with Apple, and Apple is not responsible for the Services and the content thereof;

Apple has no obligation at all to provide any support or maintenance services about the Services, and if you have any maintenance or support questions about the Services, please contact SEE, not Apple;

except as otherwise expressly outlined in these Terms, any claims relating to the possession or use of the Services are between you and SEE (and not between you, or anyone else, and Apple);

in the event of any claim by a third party that your possession or use (by these Terms) of the Services infringes any intellectual property rights, Apple will not be responsible or liable to you for that claim;

You may not use the Services in any manner that violates or is inconsistent with the Usage Rules set forth for Service in, or otherwise conflict with, the Apple Media Services Terms and Conditions;

Your use of the Services must comply with any applicable third-party terms of agreement, such as your wireless data service agreement.

SEE and you acknowledge that SEE, not Apple, is responsible for addressing any claims of you or any third party relating to the Services or your possession and/or use of those Services, including, but not limited to (i) product liability claims; (ii) any claim that the Services fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with any use of the HealthKit and HomeKit frameworks by the Services; and

although these Terms are entered into between you and SEE (and not Apple), Apple and its subsidiaries, as a third-party beneficiary under these Terms, will have the right to enforce these terms against you;

You represent and warrant that:

you are not, and will not be, located in any country that is the subject of a United States Government embargo or that has been designated by the United States Government as a “terrorist supporting” country; and

you are not listed on any United States Government list of prohibited or restricted parties; and

if the Services do not conform to any warranty applying to it, you may notify Apple, which will then refund the purchase price of the Services (if any) to you. Subject to that, and to the maximum extent permitted by law, Apple does not give or enter into any warranty, condition, or other term to the Services and will not be liable to you for any claims, losses, costs, or expenses of whatever nature about the Services or as a result of you or anyone else using the Services or relying on any of its content.