(a) The Platform offers a tool for managers and other authorized HR personnel in organizations and companies(“Planners”) to engage with service providers and suppliers (“Vendors”), in order to assist them in managing and producing events for their organizations. The Planners and Vendors may also be collectively referred to in these Terms as “Users”.
(c) You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. You agree that you will not have any claim and/or suit and/or demand against the Company and/or anyone on its behalf in regards to these Terms.
(a) In order to make use of the Platform, you may have to create an account (“Account”). You agree not to create an Account for anyone else or use the account of another without their permission. When creating your Account, you must provide accurate and complete information. You are solely responsible for the activity that occurs in your Account, and you must keep your Account password secure. You must notify us immediately of any breach of security or unauthorized use of your Account. As between you and us, you are solely responsible and liable for the activity that occurs in connection with your Account. If you wish to delete your Account you may send an email request to us at email@example.com
(b) Site Access. For such time as these Terms are in effect, we hereby grant you permission to visit and use the Site provided that you comply with these Terms and applicable law.
a) Users may publish information about themselves in the Platform, including but not limited to, details regarding their organization, company, offered services, or requested services (“User Submissions”). You hereby acknowledge and agree that any User Submissions may be available and accessible to all Users.
b) You represent and warrant that you own or have the necessary rights and permissions to use and authorize us to use all Intellectual Property Rights (defined below) in and to your User Submissions, and to enable inclusion and use thereof as contemplated by the Platform and these Terms
c) By submitting the User Submissions, you hereby grant us a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, and display the User Submissions in connection with the Platform and our business, and you hereby waive any moral rights in your User Submissions, to the extent permitted by law.
d) You agree that you will not display, post, submit, publish, upload or transmit any User Submissions, including inter alia, pictures, video clips, files of every kind, exterior links that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (iii) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is inappropriate; (vii) involves theft or terrorism; (viii) identifies individuals without receiving their consent; (ix) contain computer programs and/or computer code; (x) violates any applicable law or regulation, or (xi) is otherwise malicious or fraudulent.
e) We do not verify, confirm or examine User Submissions, and it cannot guarantee the accuracy of the User Submissions uploaded to the Platform, including, inter alia, the identity of the Vendors, whether or not they are qualified and have any necessary permits and/or licenses, or that they are authorized to provide the services that they offer via the Platform. In addition, the Company doesn't examine their competency and compatibility to the needs and objectives of each User.
f) We recommend that each User conducts any and all required examinations before entering into an agreement with another User in the Platform. Notwithstanding the foregoing, you acknowledge that the exclusive liability for examining the qualification, identity, correctness, reliability and accuracy of the Vendors and/or Planners, and of the information that is presented by them, lies exclusively upon the User. The Company will not bear any liability or responsibility for any damages which may be caused to any User as a result of any communications and/or agreements entered into with another User in the Platform and/or as a result of using his services
a) Vendors may receive proposals to provide certain services from Planners through the Platform (each, an “Order Proposal(s)”). Vendor may, within its sole discretion, accept or reject Order Proposals from Planners, and no Order Proposal shall bind a Vendor unless accepted by the Vendor in writing.
b) Each Order Proposal for services accepted by the Vendor through the Platform shall constitute a binding order between the applicable Planner and Vendor (each, an “Order”). Vendor hereby acknowledges and agrees that payment for each Order shall be done exclusively through the Platform, and no monies shall be exchanged between the Vendor and Planner outside of the Platform.
c) Each Vendor agrees that payment made by a Planner through the Payment Services shall be considered the same as a payment made directly to the relevant Vendor providing the relevant services, and the Vendor will provide the services purchased in the relevant Order in the agreed-upon manner as if the Vendor has received the payment directly from the Planner. Each Vendor agrees that the Company may refund the Planner in accordance with the Terms. Each Vendor understands that the Company’s obligation to pay the Vendor is subject to and conditional upon successful receipt of the associated payments from the relevant Planner. We guarantee payments to Vendors only for such amounts that have been successfully received by the Payment Services from the relevant Planners in accordance with these Terms. In accepting appointment as the limited payment collection agent of the Vendor, 262Days assumes no liability for any acts or omissions of the Vendor.
d) Following the completion of each Order, Vendors may submit opinions, assessments and reviews about the events that were held by Planners in which their services were provided pursuant to an Order (“Vendor Review”). We do not check, verify the correctness and reliability, censor or supervise Vendor Reviews, and therefore we do not assert any liability for any and all losses or damages that may be caused to a User as a result from a Vendor review.
e) When using the Platform to offer its services, each Vendor represents and warrants that: (i) it has the proper knowledge, skills, training, experience and means required to fully and duly execute its obligations under each Order; (ii) it has any and all licenses and permits, which may be required in order to perform the services offered through Platform; (iii) it will be free to provide the services according to Planners’ requirements and needs as stipulated in each Order; and (iv) it shall not condition its services or offer discounted services in exchange for receiving a positive Vendor Review.
f) The Company shall provide the Vendor with payment for the services provided according to the terms specified in the Order. We may delay or cancel any payouts to Vendors for purposes of preventing unlawful activity or fraud, risk assessment, security, or investigation.
g) In the event that a Planner cancels an Order to which you are a party to, we will remit a payout of any portion of the total fees due to you under the applicable cancellation policy.
a) Planners may submit Order Proposals for services offered by Vendors through the Platform. Once an Order Proposal is accepted by a Vendor, the Planner shall make the payment for the Order exclusively through the Platform. We shall then facilitate the transfer of such payment to the relevant Vendor on your behalf, minus the applicable handling fees and taxes.
b) You authorize us to store your Payment Method information and charge your Payment Method as outlined in these Terms. When you submit an Order Proposal, we may (i) request to obtain a pre-authorization via your Payment Method for the total fees, (ii) charge or authorize your Payment Method a nominal amount, to verify your Payment Method, or (iii) authenticate your account via a Third-Party Service to verify your Payment Method.
c) If an Order Proposal is cancelled either because it is not accepted by the Vendor or you cancel the Order Proposal before it is accepted by the Vendor, any amounts collected by us will be refunded to you, and any pre-authorization of your Payment Method will be released (if applicable). The timing to receive the refund or for the pre-authorization to be released will vary based on the Payment Method and any applicable payment system (e.g., Visa, MasterCard, etc.) rules.
d) When making use of the Platform, the Planner warrants that (i) it will not publish Order Proposals that are fictitious; (ii) it will not approach a Vendor without the intention to hire its services; and (iii) it will not simultaneously enter into an agreement with a number of Vendors regarding the same services.
e) In the event that a Vendor does not adequately provide the services described in the Order, you may submit a complaint filling out the form here through the system. Upon receiving the complaint, we agree, at our discretion, to either (i) reimburse you up to the amount paid by you through the Platform, depending on the nature of the complaint, or (ii) use our reasonable efforts to find and book you another Vendor for your event, providing reasonably comparable services to those described in your original Order. All determinations by Maryoku with respect to our refund policy, including without limitation the size of any refund and the comparability of alternate services, shall be in our discretion, and final and binding on the both Planner and Vendor.
f) Following the completion of each Order, Planners may submit opinions, assessments and reviews about the events in which a Vendor’s services was provided pursuant to an Order (“Planner Review”). We do not check, verify the correctness and reliability, censor or supervise Planner Reviews, and therefore we do not assert any liability for any and all losses or damages that may be caused to a User as a result from a Planner review.
a) Your general right to access and use the Platform is currently for free, but we will charge a fee for submitting and accepting Orders on the Platform.
b) In order to facilitate payment between Planners and Vendors, including payment collection services, payments and payouts, in connection with and through the Platform, we will provide payment services to Users using the Platform (“Payment Services”).
c) You may not use the Payment Services except as authorized by applicable law. We may make access to and use of certain areas or features of the Payment Services subject to certain conditions or requirements, such as completing a verification process or meeting specific eligibility criteria.
d) Planners may be required to provide credit or debit card details used to make payments (“Payment Method”), and Vendors may be required to provide bank account details in order to receive payments (“Payout Method”). When you provide a Payment Method or Payout Method, you may be asked to provide customary billing information such as name, billing address, and financial instrument information either to us or our third-party payment processor(s). You must provide accurate, current, and complete information when adding a Payment Method or Payout Method, and it is your obligation to keep your Payment Method and Payout Method up-to-date at all times.
e) The Payment Services may contain links to third-party websites or resources in order to process payments (“Third-Party Service(s)”). You acknowledge and agree that such Third-Party Services are subject to different terms and conditions and privacy practices and Users should review them independently. You also acknowledge that the Third-Party Services may charge you additional fees when processing payments and payouts in connection with the Payment Services (including deducting charges from the payout amount). We are not responsible or liable for the availability or accuracy of such Third-Party Services, any fees charged for using the Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by us of such Third-Party Services.
f) You acknowledge and agree that we may temporarily and under consideration of the Users’ legitimate interests (e.g., by providing prior notice), restrict the availability of the Payment Services, or certain services or features thereof, to carry out maintenance measures that ensure the proper or improved functioning of the Payment Services. We may improve, enhance and modify the Payment Services and introduce new Payment Services from time to time. We will provide notice to Users of any material changes to the Payment Services.
a) You shall not: (i) copy, distribute or modify any part of the Platform without our prior written authorization; (ii) use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose Content (defined below in Section 8.1), except as expressly authorized herein; (iii) disrupt servers or networks connected to the Site; (iv) use or launch any automated system (including without limitation, "robots" and "spiders") to access the Platform; and/or (v) circumvent, disable or otherwise interfere with security-related features of the Platform or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Platform, or (vii) publish links to exterior Platforms and/or services unless the Company granted its written consent to this in advance. (viii) Use the Platform for any illegal objective or in any way that is contrary to these Terms.
b) In the event that a User uses the Platform for any purpose contrary to any applicable law and/or these Terms, then without derogating from any other remedy that the Company may be entitled to, Company will be entitled to remove the User's profile from the Platform, and the User will not have any claim and/or suit against the Company due to any damages that may thus arise. For the avoidance of doubt, revoking a User's access to the Platform shall not exempt the User from any of his liabilities towards the Company or towards any third party resulting from the User’s use of the Platform.
8.1. The: (i) content on the Platform, including without limitation, the text, , descriptions, software, applications, source code, graphics, photos, sounds, videos, interactive features, and services (collectively, the “Materials”), (ii) User Submissions and User Reviews (together with the Materials, the “Content”), and (iii) the trademarks, service marks and logos contained therein (“Marks”), are the property of 262Days and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. “262Days”, the 262Days logo, and other marks are Marks of 262Days or its affiliates. All other trademarks, service marks, and logos used on the Platform are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Site and the Content. “Intellectual Property Rights” means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic. You retain all of your ownership rights in and to your User Submissions.
8.2. Content on the Platform is provided to you for your information and personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Content you must retain all copyright and other proprietary notices contained therein.
You agree not to, and will not, use the Platform to send unauthorized commercial communications to other Users, and you shall be solely responsible and liable for any such unauthorized communications.
10.2. 262Days permits you to link to the Site provided that: (i) you link to but do not replicate any page on this Site; (ii) the hyperlink text shall accurately describe the Content as it appears on the Site; (iii) you shall not misrepresent your relationship with 262Days or present any false information about 262Days and shall not imply in any way that we are endorsing any services or products, unless we have given you our express prior consent; (iv) you shall not link from a website (“Third Party Website”) which prohibits linking to third parties; (v) such Third party Website does not contain content that (a) is offensive or controversial (both at our discretion), or (b) infringes any intellectual property, privacy rights, or other rights of any person or entity; and/or (vi) you, and your website, comply with these Terms and applicable law.
12.1. This section applies whether or not the services provided under the Platform are for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.
12.2. THE PLATFORM AND PAYMENT SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. 262DAYS HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. 262DAYS DOES NOT GUARANTEE THAT THE PLATFORM AND/OR PAYMENT SERVICES WILL BE FREE OF BUGS, MALFUNCTIONS, SECURITY BREACHES, VIRUS ATTACKS, OR ILLEGAL PENETRATIONS. THE PLATFORM AND/OR PLATFORM SERVICES MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT 262DAYS WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE SITE BY A THIRD PARTY.
12.3. 262DAYS DISCLAIMS ALL LIABILITY FOR, AND DOES NOT WARRANT, ENDORSE, GUARANTEE, OR VERIFY ANY INFORMATION AND/OR CONTENT THAT A USER SUBMITS TO THE PLATFORM. 262DAYS DOES NOT EXAMINE VENDORS SUITABILITY, COMPETENCY, OR COMPATIBILITY TO THE NEED AND OBJECTIVES OF PLANNERS.
12.4. YOU SPECIFICALLY ACKNOWLEDGE THAT 262DAYS SHALL NOT BE RESPONSIBLE FOR THE USER SUBMISSIONS OR CONDUCT (INCLUDING DEFAMATORY, OFFENSIVE, ILLEGAL, OR NEGLIGENT CONDUCT) OF ANY USER AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
12.5. YOUR RELIANCE ON, OR USE OF, ANY USER SUBMISSION, OR INTERACTION WITH ANY USER IS AT YOUR SOLE RISK. IF YOU HAVE A DISPUTE WITH ANY USER OR OWNER IN CONNECTION WITH THE PLATFORM OR ANY USER SUBMISSION, YOU AGREE THAT 262DAYS IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. 262DAYS RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.
13.1. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, 262DAYS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE PLATFORM AND/OR PAYMENT SERVICES, EVEN IF 262DAYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.
13.2.IN NO EVENT SHALL THE AGGREGATE LIABILITY OF 262DAYS FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE PLATFORM AND/OR PAYMENT SERVICES EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO 262DAYS FOR USING THE PLATFORM DURING THE THREE (3) MONTHS PRIOR TO BRINGING THE CLAIM.
You agree to defend, indemnify and hold harmless Company and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of, or inability to use, the Platform and/or Payment Services; (ii) your User Submissions; (iii) your interaction with any Site user; or (iv) your violation of these Terms.
In the event that you make use of the Platform in a manner contrary to any applicable laws and/or these Terms, then Company may, in addition to any other right or remedy that it may have available to it at law or in equity, terminate these Terms and/or your access to the Platform, and you will not be entitled to any claim to or restitution of the funds that you may have paid in regards to the use of the Platform.
16.1. These Terms are effective until terminated by the Company or you.
16.2. Without derogating from the foregoing, the Company, in its sole discretion, has the right to terminate these Terms and/or your access to the Platform, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms).
16.3. The Company shall not be liable to you or any third party for termination of the Platform, or any part thereof. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Platform in any way, your only recourse is to immediately discontinue use of the Platform.
16.4. Upon termination of these Terms, you shall cease all use of the Platform.
16.5. This Section 16 and Sections 7 (Platform Restriction) 8 (Intellectual Property Rights), 11 (Privacy), 12 (Warranty Disclaimers), 13 (Limitation of Liability), 14 (Indemnity), and 17 (Independent Contractors) to 21 (Miscellaneous) shall survive termination of these Terms for any reason.
You and 262Daysare independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and 262Days. You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of 262Days.
The Company is entitled to change from time to time according to its absolute discretion and without needing to inform the User the Platform and its contents, including inter alia its design and the services that are provided in it, and it is also entitled to edit its Terms.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by the Company without restriction or notification to you. Any prohibited assignment shall be null and void.
These Terms shall constitute the entire agreement between you and the Company concerning the Platform. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Last updated: January 2020