Our goal is to thrill everyone with whom we interact. In fact, the word “Thrill” is up on the wall in our office, and it’s the goal our team always tries to reach. We’re not perfect and sometimes we may come up short, but even when we do you’ll be surprised how hard we try. Since Zerve was founded in 2003, many have commented to us how different — and how much better — Zerve’s service is than what they are used to receiving elsewhere.
Our team understands the importance of privacy and security — we respect your privacy and your information, and we are always committed to implementing good security practices.
We look forward to serving you now and in the future. Thanks for giving us that opportunity.
The Zerve Team
TABLE OF CONTENTS
The terms in this Section are for you if you are buying tickets for activities offered through Zerve.
- Pricing and Ticket Availability
- Activity Descriptions
- Types of Ticket Purchases
- Credit/Debit Card Charges
- Credit/Debit Cards Accepted
- Credit/Debit Card Information
- Discounts and Promotion Codes
- Order Confirmation
- Delivery of Tickets/Proof of Purchase
- Gift Certificates
- Pricing Errors
- Correct Providing of Names and Email Addresses
- Service Fees
- No Refunds or Exchanges
- Activities Cancelled by Sellers
- If You Cannot Attend
- Changes to Your Account
The terms in this Section are for you if you are selling activities through Zerve.
- Describing and Providing Activities
- Email Account
- Activity Pricing and Availability
- Collection of Taxes
- Cancellations, Refunds and Exchanges
- Zerve’s Online Software
- Buyer’s Proof of Purchase
- Rules Regarding Gift Certificates
- Ratings & Reviews
- Termination of Your Zerve Account
- Changes To Your Account
- Delegate Account Policies
The terms in this Section are other terms that apply to everyone (in addition to those covered in Section I). They include terms pertaining to User Content and prohibited content, as well as other terms such as a release and disclaimers.
- Prohibited Use of the Site and Service
- Copyright and Trademark
- User Created Content
- License to User Content
- Responsibility for User Content
- Prohibited Content
- Monitoring; Changes to User Content
- Understanding User Content
- Contests and Games
- Disclosure of Information
- Maintenance, Change and Suspension of Site
- No Warranty
- Liability Limit
- No Agency
- Dispute Resolution / Governing Law
I. FOR ALL USERS
We strongly recommend that as you read this User Agreement you also access and read the information contained in the other pages and websites referred to in this document, as they may contain further terms and conditions that apply to you as a Zerve user.
We may amend this Agreement at any time by posting the amended terms on the Site. Amended terms shall automatically be effective immediately upon being posted on the Site. This Agreement may not be otherwise amended except in a writing signed by you and Zerve, Inc. Your continued use of the Site and the Service following Zerve’s posting of a revised Agreement will constitute your acceptance of the revised Agreement. If you do not agree with the terms of this Agreement or any revised version of this Agreement, do not continue to use the Services or this Site.
You and we agree that the parties to this Agreement will communicate using electronic means. For contractual purposes, you and we agree that (1) your assent to this Agreement using electronic means makes this Agreement enforceable to the same extent that a signed print-on-paper version of the Agreement is enforceable and (2) all terms and conditions, agreements, notices, disclosures, and other communications that the Company provides to you electronically (including email) satisfy any legal requirement that such communications be in writing.
B. What We Do
Zerve provides a service that allows buyers (“Buyers”) to find, interact with, and purchase from sellers (“Sellers”), who provide pre-specified services and activities (“Activities” or “Activity”). It is important to remember that Zerve simply acts as a facilitator to allow the purchase and sale of Activities. As a result, we have no control over the quality, safety or legality of the Activities advertised, the truth or accuracy of the listings, the ability of Sellers to sell, deliver and operate Activities, or the ability of Buyers to pay for Activities and our liability for any damages resulting from the Service or Activities is limited pursuant to the terms and conditions in this Agreement. As either a Buyer or Seller, you should exercise the same level of care and judgment that you would use when transacting through traditional classified advertisements. We cannot ensure that a Buyer or Seller will actually complete a transaction.
C. Usage and Member Name
Zerve’s Services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to children (persons under the age of 18) or to temporarily or indefinitely suspended Zerve members. If you are under the age of 18, you can use this Service only in conjunction with, and under the supervision of your parents or guardians. If you do not qualify, please do not use our Service.
Further, your Zerve Account (including the Ratings and Reviews) and member name may not be transferred or sold to another party, without the written consent of Zerve. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement. You will need a member name and password to access many of Zerve’s Services. You are solely responsible for maintaining the security of your member name and password and for all activity that occurs under your member name and password. You should not disclose your member name or password to any other person, because you are responsible for any action taken under your member name or password. You are obligated to inform us immediately if you ever suspect that anyone else has gained access to your password.
D. Fees for Zerve’s Services
F. Unaffiliated Listings
Zerve provides a listing of activities in given geographic areas that may be of interest to you. This listing may present activities made available both by Sellers that can be purchased directly through the Site and activities offered by entities that have not authorized Zerve to sell Tickets on its behalf (“Unaffiliated Listings”). This is provided as a service to activity operators to promote their activities and to all users to help them find interesting and unique leisure activities.
If you operate an activity listed on Zerve as an Unaffiliated Listing, you have the opportunity to manage that listing. Once you have claimed your Unaffiliated Listing, it is your responsibility to provide information that is accurate and helpful to users. Among other sections that will apply to your listing, please see sections IV.C-H of this Agreement for additional details about our content policies. We reserve the right to modify or remove content you have provided if we deem it inappropriate or unhelpful for users. You may not claim Unaffiliated Listings that you do not operate.
II. ZERVE’S POLICIES FOR BUYERS
Our goal at Zerve is to make your purchasing experience easy and efficient. We take your satisfaction very seriously and the following purchase policies are designed to ensure your understanding of the purchase process at Zerve.
When purchasing from a Zerve Seller, you are buying a ticket (“Ticket”) to attend the specified Activity. For the avoidance of doubt, all references to Ticket, Activity, Activities and Order shall be deemed to include products, services or upgrades the Seller offers to the Buyer ("Extra") that a Buyer purchases from a Seller through Zerve's Service. For the avoidance of doubt, all references to Activity, Activities, Ticket, Order and Extra include a Gift Certificate, except, to the extent that there is a conflict between the specific Sections of these Terms referring to a Gift Certificate (by way of example Section II.K) and general sections of these Terms then the definition, and treatment, of a Gift Certificate in the specific sections shall be binding.
You agree that you are only authorized to visit, view and to retain a copy of pages of this Service for your own personal use, and that you shall not duplicate, download, publish, modify or otherwise distribute the material on this Service for any purpose other than to review Activity information, for personal use, or to purchase tickets for your personal use, unless otherwise specifically authorized by Zerve to do so.
B. Pricing and Ticket Availability
Zerve provides a service through which you can buy Activities that are provided by people and companies who are unrelated to Zerve. All decisions on pricing and Ticket availability are made by these Sellers, and Zerve has no role in determining these prices and availabilities. Prices are per person, unless otherwise specified.
All ticket prices are stated in U.S. Dollars, unless specified otherwise.
C. Activity Descriptions
Whenever a Seller lists an Activity for sale on Zerve, the Seller specifies all relevant descriptions and terms for that Activity. The description and terms may include without limitation a general description; a description of what is not included in the purchase price; the meeting location, start time and duration of the Activity; specific policies you must agree to when purchasing that particular Activity; and answers to Frequently Asked Questions.
Neither Zerve nor the Seller can control all information regarding these Activities that may be listed in third-party sources (for example, press coverage and other websites). As a result, when you buy an Activity, you should do so relying only on the Activity’s details as listed by the Seller on Zerve.com at the same time that you are purchasing your tickets. Information from any other source is not relevant, and has no impact on the terms of your ticket purchase.
Specifically, there are two types of information that are expressly not relevant to your ticket purchase, and which you should ignore when buying tickets through Zerve:
- Information garnered from any other sources, including but not limited to: press articles and media coverage; any other website besides Zerve.com (including any web sites run by the Seller itself); paid advertisements, and; advice from individuals who have taken this Activity in the past.
- Any changes to this Activity’s listing on Zerve.com which were made AFTER the ticket purchase was completed.
D. Types of Ticket Purchases
- You may choose to select a specific date and time and immediately be provided with the Ticket Code that allows admission to an Activity, or,
- You may prepay for a specific Activity without selecting a date and time, by choosing the Gift Certificate option, if one is offered. Gift Certificates must be redeemed for Tickets before they can be used for admission to an Activity. Nothing contained in these Terms shall be deemed a guarantee that a Seller will offer Gift Certificates for an Activity.
E. Credit/Debit Card Charges
When you elect to buy an Activity through the Service, you are agreeing to pay for that Activity and you are authorizing Zerve to charge your credit/debit card for the full amount, including any service fees. In all such Ticket purchases, the person making the purchase shall be deemed to have accepted the purchase conditions on behalf of the persons named as the attendees for the Activity.
Zerve allows Buyers to purchase one or more Activities in a single credit/debit card purchase (“Order”), even when the Activities are provided by different Sellers. Immediately upon purchasing an Order, Zerve charges the Buyer's credit/debit card for the total price of all Activities in the Order. The total charges for the Order therefore includes: the total Ticket price (less any applied discount), plus the total service fees, plus any taxes (as specified by the Seller), for each and every Ticket in this Order.
At no time does Zerve provide the Buyer's credit/debit card information to the Seller. The credit/debit card charge is paid to Zerve, and the Seller is compensated for the sale according to the payment policy in the Seller Policies Section below.
When purchasing Tickets, you are often able to include a personal message for the Seller of the Activity for which you are purchasing Tickets. This message is purely for informational purposes, for you to communicate something to this Seller. Under no circumstances will anything you have written nullify or modify any of the terms of your purchase.
F. Credit/Debit Cards Accepted
Zerve currently accepts MasterCard, Visa, and American Express as the only accepted methods of payment for the Service and Activities.
G. Credit/Debit Card Information
Zerve uses secure forms to enable you to enter your credit/debit card information. The transmitted credit/debit card information is protected by the industry standard Secure Socket Layer format (SSL), which protects information from third party intrusion through encryption. Zerve is a Verisign secure site. However, as effective as our system may be, no security is impenetrable and we cannot guarantee the security of our database or your information as it is in transit between you and us.
Before your credit/debit card is charged with anything you will have the opportunity to review, modify, and confirm the fee-producing transaction you are contemplating. You will be given every opportunity to understand and expressly agree to all charges before they are applied to your card or assessed to your Zerve Account. Specifically, and without limitation, before you purchase a posted Activity you will have an opportunity to review your purchase before your credit/debit card is charged, and expressly agree to the fees that you will be charged.
H. Discounts and Promotion Codes
Sellers may, at their sole option, choose to offer discounts on an Activity. Discounts are subject to the restrictions of the Seller. In order to obtain a discount that has a promotion code assigned by the Seller, a Buyer MUST provide the promotion code for the discount BEFORE agreeing to charge his credit card for the Order. Additionally, a Seller may create an automatic discount available under certain circumstances, including by way of example only, a 25% discount on second ticket purchased. In all instances, including without limitation error subject to Section II.L, discounts cannot and will not be retroactively applied to an order after the Order has been processed and the credit card has been charged. Zerve is not obligated to inform Buyer that a promotion is available and is not responsible to a Buyer for purchasing an Activity at full price when a discount may have applied to Buyer.
I. Order Confirmation
In the event that you do not receive a Ticket Code (as defined in Paragraph II.J below) for a specific Event, or a Gift Certificate Code (as defined in Paragraph II.K below) after submitting payment information, or you experience an error message or service interruption during the processing of your Order, it is your responsibility to contact Zerve’s Customer Service department to confirm that your Order has been processed. Do not assume Zerve knows of the error; you may be the only person that is aware of any problems that occurred during the purchase process. You will be solely responsible for any losses you incur as a result of your failure to contact Customer Service in a timely manner or confirm processing of the Order.
J. Delivery of Tickets/Proof of Purchase
1. How Your Ticket Code Works
When you purchase Tickets through Zerve, a unique ticket code (“Ticket Code”) is generated. This Ticket Code is of the structure XXXXXX — 999, where the X’s each represent a random letter between A and Z, and where the 9’s represent a random number between 0 and 9.
A separate Ticket Code is generated for each Activity you have purchased — so if you purchased tickets for two different Activities in one Order, you will receive two separate Ticket Codes in the confirmation of the Order. Additionally, each Ticket Code can be valid for multiple people — for instance, if you buy, as part of one purchase, tickets for three people to take one Activity at a given time, you will be provided only one Ticket Code which is good for all three people to attend that Activity.
2. Retrieving Your Ticket Code
Immediately upon purchasing an Activity, the Ticket Code is communicated to the Buyer and the Seller in the following ways:
The Buyer is given the entire Ticket Code, including both the six letters and the 3 numbers. This Ticket Code is communicated to the Buyer in one or more of the following ways: (a) read to you over the phone, if requested by you, during phone Orders; (b) displayed on your Order’s e-ticket, which is linked to from your Order’s confirmation page and can also be accessed later by signing in to Zerve.com; (c) emailed to you immediately upon your credit/debit card being charged and your purchase being completed.
The Seller is given ONLY the first six letters of the Ticket Code, but is NOT provided the 3 numbers. These first six letters of the Ticket Code are displayed to the Seller in their booking system on Zerve.com so that they are aware of your purchase.
3. Providing Your Ticket Code to the Seller
In order to attend the Activity you purchased, you will need to provide your full Ticket Code (including the last 3 numbers) to the Seller, at the start of the Activity. Bringing a print-out of either of the following which clearly displays your Ticket Code, will serve as proof of your purchase and allow you admittance to the Activity:
(1) your e-ticket (which you can click to after an online purchase at Zerve.com, or which you can access at any time by logging into your Account at Zerve.com)
(2) the confirmation e-mail that is sent immediately upon your ticket purchase (which is sent to the email address you provided to Zerve during your phone or online order)
Each print-out will contain your full Ticket Code, the number and type of tickets you purchase, the exact meeting location, and other important information.
If you are unable to print your e-ticket or confirmation email, you may alternatively write down your full Ticket Code, and provide it to the Seller at the Activity.
THE FULL, UNIQUE TICKET CODE, INCLUDING THE 3-DIGIT SUFFIX, MUST BE PROVIDED TO THE SELLER AT THE TIME OF THE ACTIVITY. WITHOUT RECEIVING THIS TICKET CODE, THE SELLER IS UNDER NO OBLIGATION TO DELIVER YOUR PURCHASED ACTIVITY.
4. Responsibility for Receiving Your Ticket Code
All Buyers (except those that: (a) purchase via phone; (b) indicate during their purchase that they do not have email access; and (c) write down the Ticket Code and meeting information during their purchase phone call) must have access to a personal e-mail account and are required to check the account frequently when buying Activities.
If your Ticket Code is emailed to you, please make sure you check for this email soon after your Order is complete. Due to the rapidly changing environment surrounding emails, only you can know whether you have received your confirmation email or not. Zerve shall not be liable when you have not retrieved your confirmation email, for any reason, including without limitation the following:
- Not checking your email in time
- Miscommunication of your email address (either by typos or miscommunications during phone purchases)
- Spam (ie, junk mail) filters that block any emails from your email account or which sort emails into folders which you may overlook
- Your email account being unavailable for any reason, including without limitation being over storage quota, suspensions, etc.
If a confirmation email was sent for your Order, your Tickets are deemed to have been delivered to you whenever this email is sent by Zerve’s server to the email address included with your Zerve Order, even if you do not receive this email nor retrieve the email from your email account.
K. Gift Certificates
1. How Your Gift Certificate Code Works
When you purchase a Gift Certificate for a certain number of tickets through Zerve, a unique Gift Certificate code ("Gift Certificate Code") is generated. This Gift Certificate Code is of the structure 9999-9999-9999, where the 9's represent a random number between 0 and 9.
A separate Gift Certificate Code is generated for each Gift Certificate you have purchased - so if you purchased Tickets for two different Activities in one Order, you will receive two separate Gift Certificate Codes in the confirmation of the Order. Additionally, each Gift Certificate Code can be valid for multiple people - for instance, if you buy, as part of one purchase, a Gift Certificate for three people to take an Activity, you will be provided only one Gift Certificate Code.
The Gift Certificate does not give you the right to attend the Activity. In order to attend the Activity, you must redeem the Gift Certificate for Tickets, accepting all the Terms and Conditions as a Buyer of a Ticket, and receive a Ticket Code, as set forth in Section II.J. Redemption of a Gift Certificate is subject to the availability of Tickets for the Activity.
2. Responsibility to Deliver Your Gift Certificate
You may purchase Gift Certificates either for yourself or for a third party. Whether the recipient is you or a third party, it is the Buyer’s responsibility to ensure that the Gift Certificate is delivered to the recipient. If the Buyer chooses, Zerve can email the Gift Certificate to the recipient at an email address specified by the Buyer during purchase. This service is provided as a convenience to the Buyer, and does not negate the Buyer’s responsibility to make sure that the Gift Certificate was received by the intended recipient. Alternatively, the Buyer may print the Gift Certificate and provide the Gift Certificate Code to the Recipient.
Due to the rapidly changing environment surrounding emails, Zerve may not know whether the email to the recipient has been received or not, and shall not be liable if the intended Recipient of the Gift Certificate did not receive the email, for any reason, including without limitation the following:
- Recipient not checking their email
- Miscommunication of the Recipient’s email address
- Spam (ie, junk mail) filters that block any emails from the Recipient’s email account or which sort emails into folders which they may overlook
- The Recipient’s email account being unavailable for any reason including, without limitation, exceeding storage quota, suspensions, etc.
If a confirmation email was sent for your Order, your Gift Certificates are deemed to have been delivered to you whenever this email is sent by Zerve's server to the email address you indicated, even if the Recipient does not receive this email or fails to retrieve the email from their email account.
3. Security of Gift Certificate Code
Any person can redeem the Gift Certificate for Tickets as long as they know the Gift Certificate Code. Therefore, the Buyer and Recipient are solely responsible for maintaining the security of the Gift Certificate Code. Zerve is not responsible for lost or stolen Gift Certificates, and cannot replace a lost Gift Certificate or restore value to Gift Certificates that have been used by a party other than the intended recipient.
4. No Cash Value, No Refunds and Other Limitations
A Gift Certificate purchased through Zerve is only valid for the number and type of Tickets specified by the Buyer and is limited to the Activity specified by the Buyer when purchasing the Gift Certificate. For the avoidance of doubt, Zerve does not offer Gift Certificates that are valid for all Activities on Zerve; Gift Certificates are offered by a specific Seller to Buyers for a specific Activity.
The Seller may offer the party redeeming a Gift Certificate (“Certificate Holder”) the opportunity to apply the Gift Certificate to a different Activity or type of Ticket offered by the Seller, however, there is no guarantee that the Seller will offer an alternative that the Certificate Holder will be able use.
Gift Certificates do not have an independent cash value, are not redeemable for cash and are not refundable to Buyer by Zerve, to the extent of the applicable law. Gift Certificates cannot be redeemed for purchases of Gift Certificates. Multiple Gift Certificates can not be used for the same Purchase. All restrictions applicable to Tickets, except to the extent that the provision specifically conflicts with the provisions contained in this Section II.K, are applicable to Gift Certificates.
You understand that when you purchase a Gift Certificate, as between you and Zerve, you solely burden the risk that the Gift Certificate will not be redeemable by the Certificate Holder, including without limitation due to circumstances beyond Zerve’s control, by way of examples only, Seller terminates the Activity, the Certificate Holder can not attend any dates the Activity is offered, Seller terminates its business, or circumstances which occur between the date Gift Certificate is purchased and the date the Certificate Holder attempts to redeem the Gift Certificate.
When you purchase a Gift Certificate you agree that you will look solely to the Seller for claims of redemption and in the event of a dispute, you forever release Zerve from any claims, including without limitation claims for a refund or any claims based on a failure of the Seller to honor the Gift Certificate or provide the Activity.
5. Ticket Value of Gift Certificate
When purchased a Gift Certificate is assigned a Ticket Value equal to the number and type of Tickets purchased by the Buyer for a specific Activity (“Buyer Activity”).
6. Dollar Value of Gift Certificate
The amount originally paid by the Buyer is known herein as the Dollar Value of the Gift Certificate. The assignment of a Dollar Value does not create a cash value for the Gift Certificate, it is simply a value assigned within the Zerve system to provide for redemption of a Gift Certificate pursuant to these Terms.
7. Certificate Holder Redeems for Selected Buyer Activity
Certificate Holder may redeem the Gift Certificate as originally issued (selecting the same Ticket Value for the same Buyer Activity) at no additional charge for as long as the Seller continues to provide the Buyer Activity and the types of Tickets purchased on the Gift Certificate. Without limiting the foregoing, any additional purchases made during the redemption of the Gift Certificate must be paid for by the Certificate Holder to complete the transaction.
In the event the Certificate Holder redeems the Gift Certificate for the Buyer Activity, but does not use the entire Ticket Value (by way of example only, Certificate Holder selects fewer Tickets than Buyer selected) the Ticket Value of the Gift Certificate will be reduced by the number of Tickets redeemed and the Gift Certificate Code will remain valid for the remaining unused Ticket Value.
8. Certificate Holder Option to Redeem for Different Ticket Types
In the event Seller offers Certificate Holder the option to redeem the Gift Certificate for a different Activity or type of Ticket than the Buyer Activity, upon an attempt to redeem for a different Activity or type of Ticket, Certificate Holder will be advised of the Dollar Value and will be provided with the opportunity to apply the Dollar Value to the Seller’s other Activities. In no event shall Seller be required to refund to Certificate Holder any unused portion of the Dollar Value. In the event the value of the Activities or type of Ticket selected by Certificate Holder exceeds the Dollar Value, the Certificate Holder must pay for any additional costs or charges to complete the transaction.
9. Gift Certificate Expiration
Seller may choose to display a due date on the Gift Certificate, however, Gift Certificates do not expire, and can be redeemed for as long as the Seller continues to offer the Activity selected by the Buyer when purchasing the Gift Certificate. However, a delay in redemption of the Gift Certificate increases the chance that the Certificate Holder may not be able to redeem the Gift Certificate and you will lose the value paid for the Gift Certificate. By way of example only, in the event the Seller no longer offers the Activity, Seller may not have an obligation to redeem the Gift Certificate for another Activity and shall not be obligated to refund the value of the Gift Certificate to the Buyer.
L. Pricing Errors
If the amount you pay for an Activity is clearly or grossly incorrect, resulting from any error, including without limitation an error in a price posted on the Site or otherwise communicated to you, or a malfunction of the Site or other Zerve operated system, then Zerve, upon discovery of the error, will have the right, but not the obligation, to cancel the Ticket or the Order containing the Ticket and refund you the amount you paid. Zerve is not responsible for any damages resulting from the refund or cancellation of your Ticket resulting from the error.
M. Correct Providing of Names and Email Addresses
All names, phone numbers, email addresses, and other information for both Buyers and attendees should be correctly given at the time of purchase. Changes cannot be made at a later time. Zerve shall not be responsible for any damages resulting from errors in the provided information.
N. Service Fees
Each ticket purchased at Zerve is subject to a non-refundable Service Fee, also called a Ticket Fee. The Ticket Fee will be included in the total amount charged to the Buyer’s credit card for their Order.
O. No Refunds or Exchanges
Once purchased, Tickets and Extras are generally not refundable and cannot be exchanged for other Activities nor rescheduled to other times. You are responsible for carefully reviewing all information regarding the Activity, including without limitation dates, details and policies before purchasing a Ticket or Order. Zerve is not obligated to issue a Buyer a refund or an exchange for any purchased Tickets or Orders. Sellers are responsible for authorizing exchanges and refunds, including without limitation as described below in the Section “Activities Cancelled by Sellers”.
At the time of your Order, the purchased Ticket quantity is removed from the Seller’s inventory, reducing the number of Tickets available for the Activity. While this allows us to provide our customers with the clear benefit of guaranteed Tickets, it prevents Zerve from being able to refund, reschedule or exchange any Tickets. Zerve’s Service Fees will not be refunded, even in the event a Seller authorizes a refund for an Activity.
P. Activities Cancelled by Sellers
From time to time, a Seller may reschedule or cancel an Activity, in the Seller’s sole discretion, including without limitation for weather conditions, or if staff or supplies become insufficiently available to conduct the Activity. In the event a Seller cancels an Activity, Zerve may, but is not obligated to, assist you in your efforts to obtain a refund of your Ticket price for the Activity. Zerve shall not assist you in any efforts to obtain a refund if you fail to give Zerve proper notice of the cancellation within twenty-four hours after notice of the cancellation of the Activity or the scheduled start time of the Activity, whichever is shorter. Any notice given under this Section must be given in writing to Zerve, preferably by email, and in the event Buyer received a confirmation email, such notice must be delivered as a reply email containing the original confirmation email in the body of the reply email.
Q. If You Cannot Attend
You will not receive a refund if you cannot attend an Activity. Unless prohibited by the Seller, you may authorize a third party to use your Ticket Code pursuant to the Ticket Code provisions contained above, except where the third party is otherwise not eligible to participate in the Activity, including without limitation a person under the age of 18 years old.
R. Changes to Your Account
You grant Zerve permission, in Zerve’s sole discretion, to make changes to your Account information or Account (“Buyer Amendment” or “Amendment”), including without limitation to (1) correct what Zerve believes to be inaccurate information, such as a misspelled email address; (2) prevent further communications or emails from being sent to you; (3) disable your Account or your password. Nothing contained in the preceding sentence shall be deemed to create any duty, and you understand and agree that Zerve has no duty to, and is not required by this Agreement to, make changes to your Account or any information you provide to Zerve. Amendments shall be considered a “Consultation” for the purposes of and subject to the provisions of Section III.N. Zerve shall not be liable to you or any third party resulting from any Amendment; you are solely responsible to review and amend any and all Amendments and you agree to accept liability for, and indemnify Zerve, as contemplated in Section IV.S, against any damages resulting from any Amendments, however arising, including without limitation negligence by Zerve.
III. ZERVE’S POLICIES FOR SELLERS
B. Describing and Providing Activities
You must be legally able to sell the Activities you list for sale on the Site. You must describe your Activity and all terms of sale on the listing pages for this Activity. As part of the listing process, the Seller assigns the prices, meeting location, duration, descriptions, policies, Extras available for purchase, and other details of the Activity. Your listings may only include text descriptions, pictures and other content relevant to the sale of the Activity. For each Activity you list, you warrant and covenant that the listing contains only accurate details and descriptions of the Activity. All Activity fees must be posted in U.S. Dollars.
Once you list an Activity and a Buyer purchases tickets for that Activity, you are responsible for delivering the Activity pursuant to all terms and conditions in the listing for the Activity. You must provide the Activity to all rightful Ticket-holders, regardless of the Buyer’s or attendees’ gender, race, religion, creed, sexual orientation or belief.
C. Email Account
You must have unencumbered access to the email account assigned to your Zerve Account. You are required to check that email account frequently when selling Activities.
You authorize Zerve to collect the total amount of any purchase made of your Activities. Zerve will charge the Buyer’s credit/debit card and collect the funds. Zerve will remit payment to you by check or direct deposit at least twice per each calendar month for the total charges collected on your behalf minus any commissions and service fees assessed.
1. Payments for Tickets
In no event shall you be credited for a Ticket purchase at any time sooner than two (2) business days after the Activity for which it was purchased is scheduled to have completed.
2. Payments for Gift Certificates
Zerve, in its sole discretion, and on a case by case basis, shall determine the date on which you will be credited for Gift Certificates purchased.
By way of example only, Zerve may, in its sole discretion (1) credit you in the payment period that includes the date on which the Gift Certificate was purchased; (2) credit you a certain number of days after the Gift Certificate was purchased; or (3) credit you only after the Activity for which the Gift Certificate is ultimately redeemed for Tickets is scheduled to have completed.
All payments are made in U.S. dollars.
E. Activity Pricing and Availability
Zerve is a service through which you can sell your Activities to Buyers who have no relation to Zerve. All decisions regarding pricing and availability are determined by you, and you alone are responsible for these decisions. Zerve does not have any role whatsoever in determining pricing and availability.
You will be charged a commission on all Tickets that you sell through Zerve, with the sole exception of Tickets that you offer free of charge. This commission will be withheld from the amount sent to you in your Seller payments. For the purpose of this Section only, all references to Tickets includes Extras.
Zerve has two types of Sellers, each with its own commission structure:
Primary Sellers – Those Sellers who use Zerve’s Service as the main way their customers are directed to purchase tickets through the Seller’s own marketing materials, and who therefore receive preferred pricing.
The commission rate for Primary Sellers will be applied as follows:
- Seller-Driven: 3% of the Ticket price for purchases that you, the Seller, drive through your own marketing (for example, the Seller’s own website or printed marketing materials) and
- Zerve-Driven: 15% of the Ticket price for purchases that Zerve drives through its own consumer marketing, products and brand.
Secondary Sellers – Those Sellers who are using Zerve’s Service predominantly as a reseller to expose their offerings to new customers, but who do not incorporate Zerve’s Service into their own marketing efforts.
- Secondary Sellers will be charged a commission of 25% of the Ticket price on all Tickets sold through Zerve.
Sellers may elect to be either Primary or Secondary Sellers. A Seller will only receive the preferred Primary Seller pricing after Zerve informs you that you have been approved as a Primary Seller. If any tickets are sold before such approval, or after Zerve revokes such approval, Seller will be charged Secondary Seller pricing. For Primary Sellers, Zerve will in its sole discretion, track and determine which transactions are Zerve-Driven and will clearly indicate those transactions to the Seller.
Any alternative commission amounts must be agreed upon in writing by both Seller and Zerve.
Zerve may also charge Buyers a service fee for tickets for your Activity. The service fee is paid solely to Zerve, and will not be remitted to Seller. In the event of a cancellation by Buyer or Seller, or any dispute between Buyer and Seller directly or indirectly related to the Activity, Zerve shall be entitled to retain the commission, or any portion thereof, and the service fee.
G. Collection of Taxes
Zerve provides to Sellers the ability to collect taxes from Buyers on each Activity. Options regarding tax collection can be changed separately for each Activity offered, and can be managed on the Site. If you opt to collect taxes on any of your sales, Zerve will collect these taxes with each sale and will remit them to you as part of your Seller payment. Zerve withholds no commission from any taxes collected. You are solely responsible for remitting the funds collected hereunder, if any, to the appropriate taxing authorities.
IMPORTANT: ALTHOUGH ZERVE’S TECHNOLOGY ALLOWS YOU TO COLLECT TAXES, ZERVE HAS NO ROLE WHATSOEVER IN DETERMINING ANY ASPECT OF YOUR TAX POLICY — OUR TECHNOLOGY MERELY PROVIDES THE TOOLS TO IMPLEMENT WHATEVER POLICY YOU NEED TO ADHERE TO. THIS INCLUDES, BUT IS NOT LIMITED TO, DECISIONS REGARDING WHETHER TO COLLECT TAXES AT ALL AND HOW MUCH TO COLLECT. ZERVE IS NOT LIABLE FOR ANY DAMAGES RESULTING FROM THE COLLECTION OF TAXES, FAILURE TO COLLECT TAXES OR TRANSMISSION OF COLLECTED TAXES TO YOU. PLEASE CONSULT YOUR TAX ATTORNEY AND/OR ACCOUNTANT FOR ALL TAX ADVICE.
H. Cancellations, Refunds and Exchanges
1. Standard Policy: No Refunds or Exchanges
Zerve’s standard policy is that all sales are final, and we do not provide refunds on purchased Tickets, and do not allow Tickets to be rescheduled to other dates or times. You, as a Seller, however, may have the ability to override this policy and select another policy on the Site. In the event you choose to cancel or reschedule an Activity or issue a refund or an exchange to a Buyer, Zerve shall be entitled to retain the commission, or any portion thereof, and Service Fees.
2. Activities Not Provided or Cancelled by Seller
Should you decide to cancel or not provide a service or product that was offered by you through Zerve, you are solely and fully responsible for payment of the commission due and the Service Fee assessed by Zerve. In this situation, Seller is responsible for contacting Buyers to inform them of the cancellation. Also in this situation, you must authorize any refunds for sales or tickets that you wish Zerve to process on your behalf.
In the event that a Buyer informs Zerve that a purchased Activity was not provided by the Seller, or that the Activity provided was materially different than the description and terms listed on Zerve for this Activity, Zerve may conduct an investigation to determine the pertinent details of the situation. If Zerve, in its sole discretion, finds that the Buyer was correct in this assertion, Zerve reserves the right to refund all charges for this purchase to the Buyer. Zerve, in its sole discretion, may refuse to remit payment to your Account for the Activity pending resolution of a complaint by a Buyer.
3. Processing of Refunds and Payment Adjustments
The commissions and Service Fees for any refunds, regardless of the refund’s cause, shall be deducted from the next check remitted by Zerve to Seller, provided that the funds to be remitted are sufficient to cover such charges. If the amount of the check is not sufficient, Zerve will continue to deduct the amounts from future checks until the commissions, Service Fees and ticket charges attributable to cancellations have been covered by Seller.
In the event that a Buyer disputes charges after Zerve has already paid Seller the disputed funds, and is successful in demanding that the credit card company return his or her money, Zerve reserves the right to deduct from Seller’s next or later payment, the full amount of the funds which must be reimbursed to the Buyer, including any commission amount and Service Fee.
Zerve also reserves the right to charge the Seller for any penalties or amounts charged to Zerve due to a Buyer's dispute of a charge, or due to Zerve's re-presentment of a disputed charge to the credit card company.
I. Zerve’s Online Software
As a Seller using the Service, you are able to use the Site to store, view and manage a number of aspects of your business. This may include, for instance, inventory management, staff scheduling, customer contact functions, and automated event-based and time-based rules that will update your inventory.
Zerve will not be liable for any losses arising from your misuse of this software application, or from any errors, functionality problems or data loss you may experience, even if these were not caused by you.
Additionally, this application provides a number of areas where you can keep customized notes including without limitation information on specific purchases and Activities. In this section, and all other sections of this application, you are prohibited from entering any of the following information: 1) credit card information for any Buyers, whether or not they have purchased tickets through Zerve; and 2) any illegal information. If Zerve becomes aware that you have entered any such information, we have the right, but are not obligated to, block your access to your Account or to terminate your Account altogether.
J. Buyer’s Proof of Purchase
At the conclusion of any purchase of Tickets, Zerve supplies Buyers with verification of the number of Tickets purchased, the precise meeting location for the Activity, other relevant Activity information, and a unique Ticket Code. When the Activity takes place, the Seller should use the Ticket Code to verify that all Buyers are in attendance. For the avoidance of doubt, a Gift Certificate Code is not a Ticket Code and Seller shall not receive credit from Zerve for attendance at an Activity by a Buyer who does not present a Ticket Code.
The Ticket Code will be communicated as follows:
(1) The Buyer is given the entire Ticket Code, including both the six (6) letters and the three (3) numbers. This Ticket Code is communicated to Buyer via email, Zerve’s web site and/or over the phone.
(2) You, the Seller, are given ONLY the first six letters of the Ticket Code, but you are NOT provided the 3 numbers. This first portion of the Ticket Code is displayed to you in the booking system on Zerve.com so that you are aware of all purchases.
AT THE START OF EACH ACTIVITY, SELLERS MUST COLLECT EACH BUYER'S UNIQUE TICKET CODE — INCLUDING THE THREE DIGITS THAT COMPRISE THE END OF THIS TICKET CODE. THESE THREE DIGITS WILL SERVE AS PROOF OF SERVICE DELIVERY IN THE EVENT THAT A DISPUTE SHOULD ARISE BETWEEN BUYER AND SELLER. AS A SELLER, YOU ARE UNDER NO OBLIGATION TO DELIVER YOUR ACTIVITY IN THE ABSENCE OF RECEIVING THE BUYER'S UNIQUE TICKET NUMBER.
WITHIN THE BOOKING SYSTEM ON ZERVE.COM, YOU SHOULD ENTER THIS THREE DIGIT CODE FOR EACH BUYER THAT ATTENDS YOUR ACTIVITY.
K. Rules Regarding Gift Certificates
1. Restrictions on Sale of Gift Certificates
Zerve, on a case by case basis, may, in its sole discretion, agree to sell Gift Certificates online and over the phone for a Seller. Zerve has no obligation to sell Gift Certificates for any individual Seller.
As between Seller and Zerve, Seller is solely responsible to comply with the terms and conditions of the Gift Certificates, as set forth in the Buyer Policies, including without limitation, Section II.K.
2. Seller Redemption Obligations
In the event Seller offers Gift Certificates for sale through Zerve, and Seller offers more than one Activity, the Seller shall be obligated to offer the holder of a Gift Certificate Code (“Certificate Holder”) the opportunity to redeem the Code for any Activity offered by the Seller through Zerve.
In the event the Certificate Holder redeems the Gift Certificate for the Activity and type of Ticket initially selected by the Buyer, Seller shall honor the Gift Certificate without additional fees or charges, regardless of any increase in price between the date of purchase and the date of redemption of the Gift Certificate.
In the event the Certificate Holder chooses to redeem the Gift Certificate for a different Activity, or different types of Tickets, than selected by the Buyer (“New Ticket”), the Gift Certificate shall be converted from its Ticket Value to the Dollar Value, (by way of example only, Certificate Holder shall receive a credit equal to the price paid by the Buyer for the Gift Certificate to use to purchase the New Ticket.)
In the event the current price of the New Tickets exceeds the Dollar Value of the Gift Certificate, Certificate Holder shall pay for any difference. In the event the New Tickets have a lower value than the Dollar Value of the Gift Certificate, Seller shall not be obligated to refund the difference, however, the Gift Certificate Code will continue to be valid for redemption with Seller for an amount equal to the unredeemed Dollar Value.
3. No Expiration
Seller may choose to have a due date printed on the Gift Certificate to encourage Certificate Holders to use the Gift Certificate in a timely fashion. Notwithstanding the foregoing, Seller agrees that all Gift Certificates sold through Zerve shall be redeemable indefinitely.
4. Disputes with Gift Certificate Holders
Seller shall act in good faith to resolve any disputes with Buyer or Certificate Holder with respect to the redemption of Gift Certificates and releases Zerve from liability for any claims made as a result of any such dispute.
In the event Seller ceases to offer the Activity after the Gift Certificate is purchased and before it is redeemed, Seller shall accept redemption of the value of the Gift Certificate for any Activity offered by Seller, in the same manner that a Certificate Holder redeems for New Tickets.
If for any reason Zerve or Seller terminates your Account, Seller shall continue to accept all Gift Certificates purchased through Zerve in the same manner as set forth in these Terms. In the event of Termination of your Account for any reason, Zerve may, in addition to any other remedies, in its sole discretion, withhold from your Account an amount equal to the value of Gift Certificates purchased that have not been redeemed for Tickets.
Disputes initiated with Zerve by Buyers with respect to Gift Certificates shall be subject to the terms and conditions of this Agreement as though a Ticket was purchased.
As between Zerve and Seller, Seller’s obligations to protect Zerve from disputes by Buyers and Certificate Holders are intended to, and shall, survive termination of your Account. Seller’s obligations hereunder are solely enforceable by and for the benefit of Zerve and nothing contained in this Section III.K.4 shall be deemed to be a term made for the benefit of any intended third party, including a Buyer.
L. Ratings & Reviews
As noted in Section IV.H, you may not take any action that may, in Zerve’s sole opinion, undermine the integrity of Zerve’s Ratings & Reviews system. We may, but are not obligated to, at our sole option, limit your actions on the Service based upon your Ratings & Reviews, including without limitation, suspending your membership or preventing you from transacting on or through the Service. Zerve shall not be held liable for any errors that may occur in the calculation or display of Ratings values. Without limiting the foregoing:
You may use or download material displayed on the Service, including without limitation the Ratings & Review section, for noncommercial, personal use only. You do not have the right to use the numerical ratings or the written reviews in the Ratings & Reviews section, in any media (including, without limitation, your website, printed, broadcast or billboard marketing or promotional materials), or for any other purpose whatsoever, without the express written consent of Zerve. Such consent, if given by Zerve, may be withdrawn at any time.
In order to capture your online reputation within Buyers and the Zerve user community, you shall not import (whether through automatic or other means) feedback provided by participants in your Activities from third-party websites to Zerve.
M. Termination of Your Zerve Account
You may terminate your Account at any time, so long as you continue to provide the Activities that were purchased by Zerve Buyers prior to this termination. In the event you fail to provide these Activities you are responsible for contacting the affected Buyers, informing them and refunding their purchases of Tickets and Gift Certificates via Zerve’s system’s Refund feature. If, in Zerve’s sole discretion, you fail to comply with this Section III.M in a quick and reasonable manner, Zerve may, but is not required to, contact and provide the affected Buyers with refunds or take such other actions deemed appropriate in Zerve’s sole discretion, and may impose penalties to compensate Zerve and/or affected Buyers for the inconvenience, including without limitation withholding payments or assessing incremental fees to your Account.
ZERVE IS NOT REQUIRED TO PROVIDE SUCH CONSULTATIONS AND YOU ARE IN THE BEST POSITION TO MAKE DECISIONS FOR YOUR BUSINESS, THEREFORE, YOU ACKNOWLEDGE AND AGREE THAT IN THE EVENT YOU RELY UPON ANY CONSULTATION FROM ZERVE IN MAKING ANY DECISIONS OR TAKING ANY ACTIONS, INCLUDING WITHOUT LIMITATION DECISIONS REGARDING YOUR BUSINESS OR YOUR ACCOUNT, YOU AGREE TO ASSUME THE RISK OF RELIANCE UPON THE CONSULTATION AND YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN THE EVENT THE CONSULTATION PROVES TO BE INACCURATE OR NEGLIGENT AND YOUR RELIANCE ON THE CONSULTATION DIRECTLY OR INDIRECTLY CAUSES DAMAGES TO YOUR BUSINESS OR YOUR ACCOUNT, YOU, ON YOUR OWN BEHALF AND ON THE BEHALF OF YOUR SUCCESSORS, ASSIGNS, AGENTS AND ATTORNEYS, AGREE TO FOREVER RELEASE, AND COVENANT NOT TO SUE, TO THE FULLEST EXTENT OF THE LAW, ZERVE, ITS PAST, PRESENT AND FUTURE SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, OR SUPPLIERS (“RELEASEE”) FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT DAMAGES, LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED IN ANY WAY TO THE CONSULTATION, HOWEVER ARISING INCLUDING RELEASEE’S NEGLIGENCE IN PROVIDING THE CONSULATION OR RELEASEE’S REFUSAL TO MAKE YOUR ACCOUNT LIVE UNLESS YOU COMPLY WITH THE CONSULTATION.
Without limiting the generality of the foregoing, for the purpose of enforcing the releases and covenants of this Section III.N and to define its relationship to some other Sections, Section IV.J shall be read as though the phrase “dispute with one or more users” refers to a dispute with Zerve (and its agents as set forth in Section IV.J) and the term “Services” in Section IV.P and Section IV.Q shall be read to include Consultation.
O. Changes To Your Account
You understand and agree that Zerve’s service for you may include without limitation: (1) telephone and email and other-media customer service support with Buyers; (2) technology and internet-based tools, and (3) use of Zerve’s payment processing platform and accounts. As a result, in order, as determined in Zerve’s sole discretion, to increase sales, increase Buyer satisfaction, reduce the amount of customer service time spent on Buyers or for any other reason, Zerve may refuse to allow you to use all or part of the Zerve service unless you accept certain changes recommended by Zerve. In some situations, Zerve may require that you implement the change to your Zerve Account or to the marketing that directs Buyers to Zerve. In other situations, Zerve may, in its sole discretion, make the changes directly to your Account.
When requested by you, Zerve may also, but is not required to, make changes directly to your own marketing materials that may impact Zerve directly or indirectly, for instance, your own website or printed marketing materials, which shall be deemed an Amendment under this Section III.O.
You grant Zerve permission to make changes to your Seller Account information, User Content appearing on the Zerve site in relation to your Activities, or Account (“Seller Amendment” or “Amendment”), including without limitation, in Zerve’s sole discretion (1) to add, remove or modify text, images, policies, FAQ’s, User Content, and other materials that market or describe your activities to Buyers; (2) to add, remove or modify Activity prices, start times, meeting locations, durations or other variables associated with your Activities; (3) to add, remove or modify communication settings, email addresses, phone numbers or other variables that impact how Zerve and Buyers communicate with you.
Nothing contained in this Section III.O shall be deemed to create any duty, and you understand and agree that Zerve has no duty to, and is not required by this Agreement to, make changes to your Account or any information you provide to Zerve. Amendments shall be considered a “Consultation” for the purposes of and subject to the provisions of Section III.N. Zerve shall not be liable to you or any third party resulting from any Amendment; you are solely responsible to review and amend any and all Amendments and you agree to accept liability for, and indemnify Zerve, as contemplated in Section IV.S, against any damages resulting from any Amendments, however arising, including without limitation negligence by Zerve.
As a requirement for selling Activities through Zerve, you must maintain liability insurance (which is reasonably acceptable to Zerve) covering your company’s operations and naming Zerve as additional insured.
Q. Delegate Account Policies
Only a Seller can hold a Primary Account and only a Primary Account can invite someone to create a new Delegate Account and deactivate (or re-activate) an existing Delegate Account. By authorizing a Delegate Account, You are agreeing that you and the user of the Delegate Account (“Delegate”) will observe Zerve’s policy and practices for the Delegate Account.
By creating a Delegate Account you agree to hold Zerve harmless against, and indemnify and defend Zerve against, any suit or action, commenced against Zerve as a direct or indirect result of the use of the Delegate Account, pursuant to Section IV.S of these Terms. You understand and agree that you may be liable for losses incurred by Zerve or a third party due to use of your Account or password(s).
You understand and agree that in no event shall Zerve be liable for any loss that you or any third party may incur as a result of use of your Account, either with or without your knowledge, by a Delegate or other person, including without limitation any damages that occur between the time you notify Zerve of inappropriate use and the time access to the Account is deactivated. In the event, intentionally or unintentionally, a Delegate allows another individual to use your Account, you will be responsible for any actions taken by the third party and shall be liable for any damages caused by use of your Account.
Delegates can take many of the same actions on behalf of the Primary Account as you can, but there are some actions that Delegates cannot take. The actions that Delegates cannot take may change from time to time and shall become effective as contemplated under these Terms.
“I agree that in acting as a delegate for the Account, I will be bound by all terms pertaining to Zerve sellers in the use of this Account.”
3. Inviting a New Delegate
The Delegate feature works by allowing you, an existing Seller, to 'invite' some other individual to use your Account. The Seller invites the Delegate by (1) signing in to their Zerve Account (2) entering the email address of this intended Delegate (3) Sending the invitation to the Delegate. The Zerve system then generates an auto-email to intended Delegate, with a link; the Delegate clicks through, or follows, the link to create the Delegate Account. In order to create an invitation the Seller must agree as follows:
Failure to obtain consent to the above sentence prior to activation of the Account shall not be deemed a breach of contract by Zerve and shall not be deemed a waiver of any of the terms of these Terms, including without limitation the indemnification provisions contained herein.
4. Creating a New Delegate Account
Upon receipt of the invitation email, the Delegate follows an attached link to a page where the Delegate creates a member name and password for the Delegate Account. Delegate must complete the information and agree to the following:
"I agree that in acting as a delegate for the Account, I will be bound by all terms pertaining to Zerve sellers in the use of this Account."
Failure to obtain consent to the above sentence prior to activation of the Account shall not be deemed a breach of contract by Zerve and shall not be deemed a waiver of any of the terms of these Terms, including without limitation the indemnification provisions contained herein.
5. Deactivating a Delegate Account
Only the Primary Account holder may deactivate a Delegate Account. You should deactivate the Delegate Account for any Delegate immediately when you do not want the Delegate or anyone using the Delegate Account to have access your Seller Account. To deactivate a Delegate, you must sign into the Primary Account and click the appropriate box to mark the Delegate Account as “Inactive”. Once you complete marking the Delegate Account “Inactive” and the same is processed (you save the change) the specified Delegate will be unable to access the Account from the Delegate Account. If you previously provided the Delegate with your Primary Account Password, which you should not do, you should change the password as well, otherwise the Delegate will be able to access your Account without the Delegate Account.
For your convenience, the Delegate Account is not terminated when you mark it “Inactive”, instead, you can reactivate the Delegate Account at anytime when you may want to once again grant this Delegate access to your Account (such as for temporary, seasonal employees). You should create a separate Delegate Account for each user to avoid misuse by former employees or Delegates.
IV. FOR ALL USERS — OTHER TERMS
A. Prohibited Use of the Site and Service
You cannot copy, modify, create a derivative work of, reverse engineer, de-compile, disassemble, or otherwise attempt to discover any source code; or, modify or attempt to modify the Site in any manner or form. In addition, you may not manipulate or otherwise display the Site by using framing or similar navigational technology. You may not use the Site or the Service in any manner that could damage, disable, overburden or impair Zerve’s servers or networks, or interfere with any other User’s use and enjoyment of the Sites and/or the Services. Furthermore, you may not attempt to gain unauthorized access to the Site, the Services, accounts, computer systems or networks connected to Zerve through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site or the Service.
You agree not to use this Service for unlawful purposes or in an unlawful manner. You agree to comply with all applicable United States local, state and federal laws, statutes and regulations and laws, statutes and regulations of foreign countries regarding use of the Service. You agree not to use or permit anyone to use information provided through the Service for any unlawful or unauthorized purpose. You agree not to register under a false name or use an invalid or unauthorized credit card.
You shall not use any information obtained from this Service in order to harass, abuse, impersonate or harm another person, or in order to contact, advertise to, solicit or sell any product or service (including, without limitation, any Activity) to any user of the Site or Service without their prior explicit written consent.
B. Copyright and Trademark
The content and software on this Service, including without limitation all text, graphics, logos, buttons, icons, images, audio clips, video clips and computer programs, is the property of Zerve and/or its users (with respect to certain of the User Content submitted to the Site) and suppliers and is protected by U.S. and international copyright, trademark and other laws. We post a legal notice and various credits on pages of the Site, which may not be removed. Please do not remove this notice or these credits, or any additional information contained along with the notices and credits. Zerve and Zerve.com and design are trademarks of Zerve, with all rights reserved. The compilation (meaning the collection, arrangement, and assembly) of all content on the Site (including the User Content) is the exclusive property of Zerve and protected by U.S. and international copyright law. Any unauthorized reproduction, modification, distribution, transmission, republication, display, or performance of the software or the content on the Site is strictly prohibited. Your use of the Web Site does not grant to you ownership of any content, code, data or materials you may access on or through the Web Site.
You acknowledge and agree that (i) our patents, trademarks, trade names, service marks, copyrights and other intellectual property (collectively, “Intellectual Property”) is and shall remain our sole property, and (ii) nothing in this agreement shall confer in you any right of ownership or license rights in our Intellectual Property. In addition, you shall not now or in the future contest the validity of Zerve’s Intellectual Property. Zerve owns all right, title, and interest in any compilation, collective work or other derivative work created by Zerve using or incorporating this User Content.
You acknowledge that you are aware that we have limited practical ability to control or monitor possible infringement of your intellectual property rights in material contributed or posted to the Ratings and Reviews sections, and material provided as Buyer Submitted Photos, and any other public forums, by other parties. We cannot and do not assume responsibility for controlling or monitoring such intellectual property rights, and we are not responsible for enforcing your intellectual property rights. You are responsible for protecting your intellectual property rights.
C. User Created Content
More specifically, Sellers create their own pages on the Zerve site and “User Content” refers to the material they provide on those pages, while the term “User Content” also refers to material posted by Buyers in any public message area (including Buyer Submitted Photos or the Ratings & Reviews area), or through any portion of the Site.
Finally, User Content may also consist of Information and content posted in Zerve’s public forums by Zerve staff, the Sellers, Zerve’s outside contributors, or by users not connected with Zerve, some of whom may employ anonymous user names.
D. License to User Content
You own all of the content and information you post on Zerve. However, by posting User Content on Zerve, you grant to Zerve a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right and license to use, reproduce, adapt, modify, publish, translate, distribute, promote, publicly display, and create derivative works from your User Content (a) on or in connection with the Service and/or any Activity shown, promoted or sold on or through the Service, or (b) outside of the Service, in any media now known or hereafter developed; and, to use or reference your member name on the Service and outside of the Service to promote the Service and the Seller, without your prior consent and without compensation to you. You also hereby grant each user of the Site a non-exclusive license to access your User Content through the Site.
We reserve the right to display advertisements in connection with your User Content, and will have no obligation to pay a fee for the use of User Content in such manner. In addition, under no circumstances shall Zerve have any obligation whatsoever to pay a fee for, or in connection with, the User Content upon the occurrence of a transfer of all or any portion of Zerve's business through a merger, sale or transfer of all or substantially all of the assets of Zerve.
Users may use or download material displayed on the Service, including without limitation the Ratings & Review section, for noncommercial, personal use only. Users do not have the right to use the numerical ratings or the written reviews in the Ratings & Reviews section or any other Buyer-submitted User Content, in any media (including, without limitation, your website, printed, broadcast or billboard marketing or promotional materials) for any other purpose whatsoever, without the express written consent of Zerve. Such consent, if given by Zerve, may be withdrawn at any time.
E. Responsibility for User Content
Each creator of User Content is responsible for the User Content that he or she creates. The opinions expressed in these forums are solely the opinions of the contributors, and do not reflect the opinions of Zerve, the Sellers, unless that Seller is the contributor, or any of our or their respective subsidiaries or affiliates, contractors or agents.
Zerve expressly disclaims all responsibility for, and makes no representation as to the validity of any opinion, advice, information or statement made or displayed in the Seller’s own pages, the Ratings and Reviews sections of the Site, or posted by users on any other public forums. We are not responsible for any errors or omissions in such postings, or for hyperlinks embedded in any messages or postings. Under no circumstances will we, our affiliates, our Sellers, or any of our or their respective suppliers, contractors or agents be liable for any loss or damage caused by reliance on information available through these public areas.
You understand and acknowledge that you may be exposed to User Content that is (or that you might consider to be) inaccurate, offensive, indecent or objectionable, and you agree to waive and hereby do waive, any legal or equitable rights or remedies you have or may have against us and any Seller with respect thereto, and agree to indemnify and hold us and such Seller harmless to the fullest extent allowed by law regarding all matters related to your use of the Site.
Zerve does not solicit, nor do we wish to receive, any confidential, secret or proprietary information or other material from users of the Site. Any information, creative works, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques or other materials submitted or sent to us (including, for example and without limitation, that which you submit or post to any area of the Site or Service, or send to us via e-mail) will be deemed not to be confidential or secret, and may be used by us consistent with applicable law.
F. Prohibited Content
You acknowledge and agree that the following are some of the types of User Content that you will not post on the Service, including without limitation User Content that:
- is vulgar or offensive, such as User Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
- could be harmful to minors, such as material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 18;
- harasses or advocates harassment of another person;
- involves the transmission of “junk mail”, “chain letters”, or unsolicited mass mailing or “spamming”;
- promotes information that you know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
- violates any law, statute, ordinance or regulation;
- infringes on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
- contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page);
- contains any viruses, Trojan horses, worms, time bombs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
- impersonates any person or entity (including without limitation, an employee of Zerve or a Seller, or a Buyer) or falsely states or otherwise misrespresents your affiliation with such a person or entity;
- displays pornographic or sexually explicit material of any kind;
- deletes (or fails to contain) any author attributions, legal notices or proprietary designations or labels that you upload as part of User Content;
- provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
- solicits passwords or personal identifying information for commercial or unlawful purposes from other users; and
- engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter arrangements, advertising, and pyramid schemes.
If you discover any of this kind of material on the Service, please notify us at firstname.lastname@example.org.
G. Monitoring; Changes to User Content
Zerve has no obligation whatsoever to monitor the User Content on the Site. However, you acknowledge and agree that we have the absolute right to monitor such User Content at our sole discretion. In addition, we reserve the right to alter, edit, modify, refuse to post or remove any User Content, in whole or in part, for any reason and to disclose such materials and the circumstances surrounding their transmission to any third party in order to satisfy any applicable law, regulation, legal process or governmental or other request and to protect ourselves, the Sellers, our clients, sponsors, contractors, other users and visitors.
Materials posted and/or uploaded to the various Zerve Sites may be subject to size and usage limitations. You are responsible for adhering to such limitations.
H. Understanding User Content
The Ratings & Reviews section, and other Buyer submitted User Content may be used by other Zerve users to assess, among other things, the quality of the Seller’s Activities, the reviews placed by other Zerve Buyers, and to determine whether to buy an Activity from a particular Seller.
Please use caution and common sense, and practice safe trading when using the Service. Zerve does not control the information provided by other users (including Sellers) that is made available through our Service, nor can we confirm each user’s purported identity. We are not and shall not be responsible for statements made by users on the Site and we assume no liability for any statement made in (or omitted from) User Content posted by you or any other user of the Service. You may find other users’ information to be offensive, harmful, inaccurate, or deceptive. Please note that there are also risks of dealing with underage persons or people acting under false pretense. Additionally, there may also be risks dealing with foreign nationals who may operate under a different set of legal and cultural standards. By using this Service, you agree to accept such risks and acknowledge that Zerve is not responsible for the acts or omissions of users on the Service.
Ratings and Reviews Section - Ratings & Reviews consist of comments posted by Buyers and Zerve users and a set of summary Ratings compiled by Zerve. We have created a user-driven rating and review (“Rating” and/or “Review”) system to help Buyers evaluate Sellers based on previous Buyers’ interactions with the Seller. The summary ratings included in the Ratings and Reviews section are calculated by Zerve based on the individual Reviews submitted over different periods of time. Zerve encourages you to read and make sure you understand the formulae for how these Ratings are calculated. (More information on Ratings calculations) Zerve retains the right to modify these formulae, both retroactively and for future Reviews, at any time, and without advance notification. These summary ratings are prepared for Buyer and user convenience, based on material provided by Buyers (and not by Zerve) and are not intended to, and do not, convey a full profile of the Seller without the comments nor do they constitute an independent statement or opinion by Zerve concerning the Seller or the Activity. Zerve shall not be liable for any errors that may occur in the calculation or display of Ratings values.
No one may take any action that may, in Zerve’s sole opinion, undermine the integrity of Zerve’s Ratings and Reviews system. In order to capture your online reputation among Buyers and within the Zerve user community, Sellers are not permitted to import (whether through automatic or other means) feedback provided by participants in your Activities from third-party websites to Zerve. We may, but are not obligated to, at our sole option, limit your actions on the Service based upon your Ratings & Reviews, including without limitation, suspending your membership or preventing you from transacting on or through the Service. Zerve shall not be liable for any damages resulting from Ratings or Reviews, the editing or removal of Ratings and Reviews or the failure to edit or remove Ratings or Reviews.
I. Contests and Games
From time to time, Zerve may provide contests and games on the Site. The rules, regulations and procedures governing any of the foregoing shall be accessible through a hypertext link prominently displayed on the web page where the contest or game may be located. By entering or participating in any of them, you agree to be subject to those rules, regulations and procedures. Please remember to read the rules carefully before participating.
In the event that you have a dispute with one or more users, you release Zerve (and our officers, directors, agents, parents, subsidiaries, joint ventures, affiliated companies, legal representatives and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” IF YOU ARE A RESIDENT OF ANY OTHER STATE OR FOREIGN COUNTRY, YOU AGREE TO WAIVE IN ADVANCE ANY SIMILAR LAWS OF SUCH OTHER JURISDICTION.
Zerve is a service for people over the age of 18 that is open to the public. Use of Zerve therefore has all the risks associated with any public place, and anyone using Zerve assumes full responsibility for the risks associated with entering public places. Zerve acts as a third party carrier to the users of the Service and is not responsible for the actions of those who use the Service, nor is it responsible for any consequences that occur due to the use, misuse, nonuse or unavailability of Zerve. We neither bear nor assume responsibility for the content, information, statements or interests (public or private) expressed by visitors, members, Buyers and Sellers on the Service.
As a public site, Zerve does not and will not discriminate based on race, religion, gender, sexual orientation, creed or belief, nor can it protect anyone from offenses to or damage and destruction of character, beliefs, property or persons.
You acknowledge that Zerve provides a marketplace for activities and where both Buyers and Sellers can enter into transactions pursuant to the terms of this Agreement. Zerve is not in any way liable for any injury that you or anyone in your party may suffer while participating in any Activity or Unaffiliated Activity. You specifically acknowledge that there may be inherent hazards and risks associated with your participation in the Activity or Unaffiliated Activity including, but not limited to: (a) risk of injury from the activity and/or equipment, including the failure of any equipment and the potential for permanent disability and death; (b) possible equipment failure and/or malfunction of your own or others’ equipment, and (c) your own negligence and/or the negligence of others, including but not limited to operator error and guide decision making. In consideration of Zerve’s roll solely as a marketplace, you hereby RELEASE AND HOLD HARMLESS ZERVE, its officers, directors, employees, affiliates, subsidiaries, and assigns, WITH RESPECT TO ANY AND ALL INJURY, DISABILITY, DEATH, or loss or damage to person or property, WHETHER CAUSED BY NEGLIGENCE OR OTHERWISE. In addition, upon request of the Seller, Zerve or both, you may be required to execute a liability waiver absolving Seller and / or Zerve of any liability associated with your participation in any Activity, or the participation of any member of your group. You agree that if you and / or a member of your group does not execute the required waiver, you or the applicable member of your group, as applicable, may be prohibited from participating in the Activity.
Without limiting other remedies, we may, but are not obligated to, take any action that we deem appropriate in our sole discretion (including, but not limited to, issuing a warning to you or others, limiting your activity, suspending or terminating service, denying access, removing or altering your User Content, and refusing to provide our services to you, or exercising any other remedy available) without notice to you, and without explanation, for cause or not for cause, including without limitation (a) Zerve believes that your conduct, or the User Content you provide, violates or is inconsistent with these Terms (or any of the documents it incorporates by reference), or violates the law or the rights of Zerve, a client of Zerve or another user of the Service; (b) you are unwilling to cooperate with our investigation of a complaint of a reported violation; (c) we are unable to verify or authenticate any information you provide to us; (d) we believe that your actions may cause financial loss or legal liability for you, our users or us; or (e) Zerve determines in its sole discretion to terminate your Account, its Services or any relationship with you.
We may investigate complaints and violations of our policies. You agree to cooperate fully with such investigations, including without limitation:
For Buyers — providing us specific information regarding your right to a Ticket, the source of a Ticket, your acquisition of a Ticket, the price you paid for a Ticket, and details relating to your (or the attendee’s, if different from yourself) attendance and experience at an Activity.
For Sellers — providing specific information about Activities you have posted, sold and/or provided, attendance of specific Buyers, and any Ticket Codes requested.
Without limiting any other remedies, Zerve may suspend or terminate your Account if we suspect that you have engaged in fraudulent activity in connection with the Service.
N. Disclosure of Information
You agree that Zerve may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other relevant third parties. Zerve will cooperate to ensure that violators are prosecuted to the fullest extent of the law.
O. Maintenance, Change and Suspension of Site
P. No Warranty
WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR WEB SITE AND SERVICES “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.
ZERVE DOES NOT PROMISE THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT IT WILL PROVIDE SPECIFIC RESULTS FROM USE OF THE SITE OR ANY CONTENT, SEARCH OR LINK ON IT. THE SERVICE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ZERVE CANNOT ENSURE THAT FILES YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. ZERVE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALSO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ZERVE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. ZERVE MAKES NO GUARANTEE OF ANY SPECIFIC RESULT FROM USE OF THIS SITE OR USE OF THE SERVICE.
ZERVE DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTY USERS, ZERVE USERS, ADVERTISERS AND/OR SPONSORS ON THE SITE, IN CONNECTION WITH THE ZERVE SERVICE OR OTHERWISE RELATED TO YOUR USE OF THE SITE AND/OR THE ZERVE SERVICE. ZERVE IS NOT RESPONSIBLE FOR THE PRODUCTS, SERVICES, ACTIONS OR FAILURE TO ACT OF ANY VENUE, PERFORMER, PROMOTER OR OTHER THIRD PARTY IN CONNECTION WITH OR REFERENCED ON THE SITE.
Without limiting the foregoing, you may report the misconduct of users and/or third party advertisers, service and/or product providers referenced on or included in the Site to Zerve at email@example.com. Zerve may or may not investigate the claim and take appropriate action, in its sole discretion.
R. Liability Limit
IN NO EVENT SHALL WE, OUR PAST, PRESENT AND FUTURE PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING WITHOUT LIMITATION NEGLIGENCE).
OUR LIABILITY, AND THE LIABILITY OF OUR PAST, PRESENT AND FUTURE PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
YOU ACKNOWLEDGE AND AGREE THAT THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY REPRESENT BARGAINED FOR ALLOCATIONS OF RISK, AND THAT THE PRICING AND OTHER TERMS AND CONDITIONS OF THIS AGREEMENT REFLECT SUCH ALLOCATIONS OF RISK.
You agree to indemnify, defend and hold Zerve and its affiliates, and each of Zerve’s and its affiliates' respective past, present and future officers, directors, agents, subsidiaries, employees, contractors, suppliers and principals, harmless from any loss, liability, claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Service. You agree to advance expenses and fees, including reasonable attorney’s fees, to Zerve upon demand in the event Zerve is made a party to or threatened to be made a party to any action, suit, arbitration or other proceeding by any party due to or arising out of your use of the Service.
You also agree that Zerve is not responsible in any way for the accuracy or suitability of any payment of taxes to any entity on your behalf. You shall indemnify and hold Zerve and (if applicable) any parents, subsidiaries, affiliates, officers, directors, agents and employees harmless against all liabilities, costs, interest and expenses (including reasonable attorneys' fees) incurred by Zerve that arise out of any third party or governmental claim that involves, relates to or concerns (i) any federal, state, city or county tax obligation or amounts due or owing under any tax regulation, law, order or decree or (ii) any dispute concerning the tax status of Zerve.
T. No Agency
You and Zerve are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Except as expressly stated otherwise, all notices to Zerve shall be sent to the email addresses provided on the Site (e.g., firstname.lastname@example.org). Our street address is 333 Hudson Street, 6th Floor, New York, New York 10013. Except as expressly stated otherwise, all notices to you shall be sent to the email address you provided to us during the registration process. Such notice shall be deemed given on the date the email is sent. Alternatively, we may give you notice by mail, postage prepaid and return receipt requested, to an address provided to Zerve during your registration process or later. In such case, notice shall be deemed given three (3) days after the date of mailing.
V. Dispute Resolution / Governing Law
If you have a dispute, then the dispute will be governed by the laws of the State of New York without regard to its conflict of law provisions and you consent to personal jurisdiction, and agree to bring all actions, exclusively in state and federal courts located in New York County, New York. Notwithstanding anything to the contrary contained in this Section “Dispute Resolution / Governing Law”, in the event you bring a lawsuit seeking damages except those damages available in the small claims division of the Civil Court of New York City, you shall submit your dispute to be resolved by binding arbitration with three arbitrators pursuant to the rules of the American Arbitration Association. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
This Agreement (and all documents incorporated by reference) constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral.
No amendment, modification or supplement of any provision of this Agreement will be valid or effective unless made in accordance with the express terms of this Agreement.
If any provision of this Agreement is held to be invalid or unenforceable under any circumstances, its application in any other circumstances and the remaining provisions of this Agreement shall not be affected.
You may not assign or transfer this Agreement, or any of its rights or obligations, without the prior written consent of Zerve, which we can refuse in our sole discretion. You agree that this Agreement and all incorporated agreements may be automatically assigned by Zerve, in our sole discretion.
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such Section.
Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.