PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND AN ARBITRATION CLAUSE IN SECTION 25 THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

1. CERTAIN DEFINITIONS:

As used herein, the following capitalized terms shall have the meanings set forth as follows:

“Content” means and includes, without limitation, photos, images, artwork, graphics, videos, audios, animations, text, editorials, comments, writings, personal information, music, liner notes, lyrics, and other elements and materials, in any media or format now known or hereinafter devised, whether physical, electronic, digital, analog, or otherwise.

“Collaborative Content” means any customized Content that results from users incorporating User Materials into Venues Content (as defined below) as the functionality of the Venues Services may allow and enable from time to time. An example of Collaborative Content would be a “Starring You®” video or image resulting from you uploading your own photo into a “Starring You®” template.

“Venues Content” means any and all Content (excluding User Materials) made available through the Venues Services, including Content owned or controlled by Venues and/or its corporate affiliates, as well as Content licensed or otherwise provided to Venues by Licensors/Suppliers (as defined below).

“Licensors/Suppliers” means any and all third parties that make available to Venues (pursuant to a license or otherwise) their proprietary Content, products, or services for use, deployment, display, performance, and/or distribution via the Venues Services. For the avoidance of doubt, the term “Licensors/Suppliers” includes third parties that place, display, or distribute their advertising, promotional, or sponsorship Content on the Venues Services.

“Trademarks” means any and all marks, brands, logos, designs, character names, location names, slogans, catch words and phrases, business names, trade names, trade dress, packaging designs, label designs, webpage layouts, look and feel, and other indicia of source, origin, or identification, owned or controlled by Venues, its corporate affiliates, and/or Licensors/Suppliers. Any and all Trademarks owned or controlled by Venues and/or its corporate affiliates, including, without limitation, the Venues name and logos and characters, and the layout and design of the websites and mobile applications, are referred to hereinafter as “Venues Trademarks“; and any and all Trademarks owned or controlled by Licensors/Suppliers, including, without limitation, those listed in the legal notices referenced in Section 2 below, are referred to hereinafter as “Licensors/Suppliers Trademarks.”

“User Materials” means Content which users upload, submit, record, stream, distribute, or otherwise make available through the Venues Services, but excluding any and all Venues Content.

1. LICENSORS/SUPPLIERS NOTICES & DISCLAIMERS:

Please (click here) to view the special notices and disclaimers regarding Venues’s current Licensors/Suppliers. Such notices and disclaimers constitute an integral part of these Terms of Service.

1. TERM/FEES:  

These Terms of Service shall remain in full force and effect for as long as you use any of the Venues Services, whether as a Visitor, Free Account Holder, or Member. You may terminate your free account or membership at any time and for any reason by following the instructions available in the Help section.

 Venues may terminate your free account or membership at any time and for any reason, effective immediately upon sending notice to you at the email address you provided during the account set-up process, or such other email address as you may subsequently provide to Venues. If Venues terminates your free account or membership to the Venues Services due to a breach of these Terms of Service, you shall not be entitled to the refund of any unused portion of membership fees (if any). Even after the free account and/or membership is terminated, these Terms of Service will remain in full force and effect, provided, however, that the User Materials uploaded by you may no longer be accessible through the Venues Services once your account has been terminated.

Notwithstanding the foregoing, you acknowledge that once your User Materials are integrated into Collaborative Content, all of the licenses for such User Materials, as granted in Sections 8 and 9 of these Terms of Service, shall extend in perpetuity, meaning that Venues will have the perpetual right throughout the world to exploit such Collaborative Content embodying your User Materials in any and all media now known or hereafter devised.

By using the Venues Services and/or by becoming a member, you acknowledge that Venues reserves the right to charge a payment for the Venues Services and the right to terminate your account or membership should you breach these Terms of Service or fail to pay for the Venues Services, as required by these Terms of Service or our Terms of Sale. Please keep in mind that Venues’s membership fees at registration (if any) may change from time to time.

1. ELIGIBILITY; LIMITED USER LICENSE FOR Venues CONTENT:

Use of the Venues Services is void where prohibited by law. By signing up to become a Free Account Holder or Member through the Venues Services, you represent and warrant that:

(i) all registration information submitted directly by you or via third-party sign-on service is truthful and accurate and you agree to maintain the accuracy of such information;

 (ii) you are at least 16 years of age

(iii) your use of the Venues Services does not violate any applicable law or regulation. Your account information and data may be deleted without warning if it is discovered that you have misrepresented your age or any other account and/or membership data. We may, in our sole discretion, refuse to offer the Venues Services to any user or entity that does not meet our eligibility criteria and we retain the right to change such eligibility criteria at any time.

Subject to your strict compliance with these Terms of Service and except as otherwise expressly permitted by these Terms of Service or by Venues.

Venues grants you a limited, personal, non-exclusive, non-commercial, revocable, non-assignable, and non-transferable license to download, view, and/or play the Venues Content (excluding source and object code) for your personal, non-commercial use only, PROVIDED that,

 (i) you maintain all copyright and other proprietary notices contained in the Venues Content or any copy you may make of the Venues Content

 (ii) you do not use the Venues Content in a manner that suggests an association with Venues or any of its Licensors/Suppliers or any of their products, services, or brands

(iii) you do not modify the Venues Content

 (iv) you do not allow or aid or abet any third party (whether or not for your benefit) (a) to copy or adapt the object code of any of the Venues Services or (b) reverse engineer, decompile, reverse assemble, modify, or attempt to discover any source code associated with any of the Venues Services or other products or processes accessible through the Venues Services

 (v) you do not insert any code or product to manipulate the Venues Content in any way that affects any user’s experience. You also agree that you will not: (a) use any robot, spider, rover, scraper, or any other data mining technology or automatic or manual process to monitor, cache, frame, mask, extract data from, copy, or distribute the Venues Content (except as may be a result of standard search engine or internet browser usage), nor will you (b) modify, frame, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party web site, or otherwise use the Venues Content in any way for any public or commercial purpose except as expressly permitted by these Terms of Service or by Venues.

1. USER CONDUCT:

We’re happy to provide our services to you, but you need to do your part as well. All Venues Content and Venues Services are solely for your personal use, and corporate or commercial use is expressly prohibited. You are solely responsible for all User Materials posted or distributed by you or through your account with Venues, including any email messages, and for all your interactions with other users. Your commitment to this agreement is extremely important. We want all our users to feel safe while using our services and we ask that you act responsibly in a manner demonstrating the exercise of good judgment. For example and without limitation, you agree not to

 (i) violate any applicable law or regulation

 (ii) submit or upload any materials that conflict with any of your representations and warranties set forth in Section 15 of these Terms of Service

(iii) infringe the rights of any third party, including without limitation, intellectual property, privacy, publicity, and/or contractual rights

(iv) use any content or information available through the Venues Services for any unauthorized purpose

(v) mislead users as to the features, functionality, origin, or capabilities of the Venues Services

(vi) interfere with or damage any of the Venues Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing of electronic mail address information, or similar methods or technology

(vii) use any of the Venues Services to transmit, distribute, post, or submit any information concerning any other person or entity, including without limitation, photographs of others, personal contact information, or account numbers, or any defamatory materials of any kind, except where you have obtained express permission from such other person or entity in connection with any of the foregoing

(viii) use any of the Venues Services in connection with the distribution of unsolicited commercial e-mail (“Spam“) or advertisements

 (ix) “stalk” or harass any other user of the Venues Services

 (x) collect or store any information about any other user other than in the course of the permitted use of the Venues Services

(xi) use any of the Venues Services for any commercial purpose whatsoever (including, without limitation, to research, advertise, market, promote, sell, or otherwise exploit any product or service)

(xii) sell or otherwise transfer any user information (e.g., user profiles) or other user’s User Materials) OR

(xii) assist any third party in doing any of the foregoing.

Venues reserves the right, in its sole discretion and without prior notice to you, to limit the amount of Venues Content and Collaborative Content you may send and the number of recipients to whom you may send such Venues Content or Collaborative Content through the Venues Services. If Venues determines, in its sole discretion, that you are in violation of any of the foregoing and/or are a repeat infringer of third-party intellectual property rights, Venues will terminate your account and/or membership, as the case may be, and prohibit you from creating new accounts through the Venues Services. You are solely responsible for any interactions with other users of the Venues Services. Venues takes no responsibility for any damage or harm resulting from your interactions with other users of the Venues Services. Venues reserves the right, but shall have no obligation, to monitor interactions between you and other users of the Venues Services and take any action in good faith to restrict access to or the availability of any material that Venues or another user of the Venues Services may consider to be obscene, lewd, defamatory, lascivious, filthy, excessively violent, harassing, or otherwise objectionable.

Your Venues account may NOT include any photographs that contain nudity, violence, or offensive subject matter, as determined in Venues’s sole discretion. Information provided by other Venues users may contain inaccurate, inappropriate, and/or offensive material, and Venues assumes no responsibility or liability for this material.

1. PRIVACY:

Your privacy is extremely important to us. The Venues Services allow, among other things, users who are 16 or older to upload User Materials which may contain personal content (e.g., photographs and information about themselves and others for whom they have the authority or permission to post photos and information) to be shared, sent, and/or posted both in public forums and through private messaging. Accordingly, by submitting personal content through any of the Venues Services, you hereby waive any and all privacy expectations (including the privacy expectations of any other individual who appears in the submitted content) with respect to Venues’s use of such content. If you do not wish to have personal content viewable by others, you should not use the Venues Services.

1. OWNERSHIP:

You retain all right, title, and interest in and to the User Materials uploaded by you hereunder (including, without limitation, the copyrights therein and thereto), subject to the non-exclusive rights granted to Venues under these Terms of Service. You are free to grant similar rights to others during and after the Term. For the avoidance of doubt, when you upload User Materials through any of the Venues Services, you acknowledge that third parties may use your User Materials.

You acknowledge and agree that, as between Venues and you, Venues and/or its Licensors/Suppliers (as the case may be) are, and shall at all times remain, the sole and exclusive owner(s) of all right, title, and interest (including, without limitation, copyright) in and to the Venues Services, all Trademarks, and all Venues Content, and that your right to use the Venues Services, Trademarks, and Venues Content, as set forth herein, shall be for personal, non-commercial use only and shall not in any way transfer or convey any ownership rights or other proprietary interests therein to you.

1. LICENSE FOR USER MATERIALS:

Unless otherwise expressly stated in these Terms of Service or otherwise agreed between you and Venues in a writing signed by both parties, you hereby grant to Venues a worldwide, royalty-free, sublicensable, transferable, assignable, non-exclusive license to do the following things during the Term (and in perpetuity with respect to any Collaborative Content as set forth in Section 3 of these Terms of Service):

(i) to prepare and encode your User Materials, or any portion thereof for electronic, digital, and/or other transmission, manipulation, and exhibition in any format and by any means now known or hereafter devised.

(ii) to display, copy, reproduce, create derivative works of, exhibit, publicly perform, broadcast, rebroadcast, transmit, retransmit, promote, distribute through any means (including electronic, analog and digital), and publish and/or otherwise exploit, in digital or physical form, any or all of your User Materials, including any portion thereof, and to include any such materials in compilations or other works, by any and all means in all media now known or hereinafter created, anywhere in the world, and for any purpose (for avoidance of doubt, the rights granted to Venues hereunder include the rights to make your User Materials available through the Venues Services, third-party websites, and electronic devices).

 (iii) to modify, adapt, change, or otherwise alter and create derivative works of the User Materials and use your User Materials

 (iv) to license and/or sublicense to any third party any of the foregoing rights in your User Materials, or any part or element thereof, subject to the terms and conditions of these Terms of Service.

You hereby agree not to assert any right, title, or interest in any and all Trademarks and Venues Content with which your User Materials may be combined or into which all or any portion of your User Materials may be incorporated. You acknowledge and agree that all right, title, and interest (including, without limitation, copyright, trademark, and other intellectual property rights) in and to any and all Trademarks and Venues Content shall remain the sole and exclusive property of Venues and/or

Licensors/Suppliers (as the case may be). For the avoidance of doubt, with respect to any and all Collaborative Content, you acknowledge and agree that your rights therein and thereto shall be expressly limited to your User Materials contained in such Collaborative Content and shall in no event extend to any Venues Content or any Trademarks contained or embodied therein.

1. LICENSE FOR USE OF NAME AND LIKENESS:

Unless otherwise expressly stated in these Terms of Service or otherwise agreed between you and Venues in a writing signed by both parties, you hereby grant to Venues a worldwide, royalty-free, sublicensable, transferable, assignable, non-exclusive license to use (a) your name(s), photograph(s), likeness(es), voice(s), performance(s), and biographical materials (to the extent contained or embodied in your User Materials) and (b) any other individual’s name(s), photograph(s), likeness(es), voice(s), performance(s), and biographical materials, where such other individual appears in your User Materials, in connection with the distribution, exploitation, promotion, marketing, and advertising of your User Materials, as described hereunder, during the Term (and in perpetuity with respect to any Collaborative Content as set forth in Section 3 of these Terms of Service).

You also agree not to assert any privacy, publicity, moral, or similar rights held by you (and to the extent any other person(s) whose name(s), photograph(s), likeness(es), voice(s), performance(s), and/or biographical materials are embodied in your User Materials, you represent and warrant that you have obtained all necessary consents from such third parties consistent with the full scope of rights granted to Venues pursuant to these Terms of Service, and you agree that such persons shall not assert any intellectual property, privacy, publicity, contractual, moral, or similar rights, or make any claims that your User Materials are objectionable or otherwise defamatory) under the laws of the United States and any other country in connection with the exploitation of such User Materials as described hereunder.

1. UNSOLICITED USER SUBMISSIONS:

Venues does not solicit user submissions of content/product/service/business ideas, concepts, suggestions, or proposals, including, without limitation, stories, scripts, fan fictions, characters, designs, drawings, or artwork. We ask that you do not make unsolicited submissions to Venues. If you do make an unsolicited submission to Venues, however, you expressly acknowledge and agree that

 (i) your submission is not being made in confidence or in trust, and no contractual, fiduciary, or confidential relationship of any kind (whether express or implied) is created between you and Venues by reason of your submission.

(ii) Venues and its affiliates, licensees, successors, and assigns will be free (with no obligation) to use your submission for any purpose and in any format or medium, and Venues and its affiliates, licensees, successors, and assigns will have no obligation or liability to you whatsoever, and you will have no right or claim to any compensation, payment, credit, attribution, notice, approval, or inspection of any kind whatsoever with respect to any such use.

(iii) Venues or third parties may have independently developed, or may hereafter independently develop Content or material that is similar to your submission, and any similarity between your submission and any Venues Content or material or production is purely coincidental.

(iv) your submission is not returnable and may be retained indefinitely by Venues and its affiliates, licensees, successors, and assigns

(v) to the extent your submission includes any idea, concept, recommendation, suggestion, or proposal for a prospective product or service name, mark, logo, slogan, tagline, domain name, or other source identifier, Venues and its affiliates, licensees, successors, and assigns will be free (with no obligation) to adopt, use, register, and license to others such name, mark, logo, slogan, tagline, domain name, or other source identifier (including any variation thereof) for and in connection with their businesses throughout the world in perpetuity, and will have sole ownership of all statutory and common law trademark rights and all associated goodwill resulting from such adoption, use, registration, and licensing.

(vi) you waive the right to assert against Venues and its affiliates, licensees, successors and assigns, and you release and forever discharge Venues and its affiliates, licensees, successors and assigns from, any and all claims and damages based upon or relating to your submission, including, without limitation, claims and damages for copyright infringement, trademark infringement, invasion of privacy, violation of the right of publicity, defamation, libel, false light, unfair competition, unjust enrichment, idea theft, idea misappropriation, breach of implied contract, breach of fiduciary duty, and/or breach of confidence or trust.

1. THIRD-PARTY CONTENT & SITES:

The Venues Services may contain Content of third parties, including Content provided by Licensors/Suppliers and users (collectively “Third-party Content“), as well as links to third-party web sites (“Third-party Sites“). Venues does not control Third-party Content and Third-party Sites and makes no representations or warranties about them. You understand that by using the Venues Services, you may be exposed to Third-party Content or Third-party Sites that are false, offensive, indecent, or otherwise objectionable. Under no circumstances will Venues be liable in any way for any Third-party Content or Third-party Sites, including, without limitation, any errors or omissions in any Third-party Content or Third-party Sites or any loss or damage of any kind incurred as a result of the use of any Third-party Content or Third-party Sites. You agree to bear all risks associated with using or relying upon Third-party Content or Third-party Sites, including without limitation, profiles of other users.

YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH ANY THIRD PARTY ON OR THROUGH ANY OF THE Venues SERVICES INCLUDING, WITHOUT LIMITATION, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, AND ANY TERMS, CONDITIONS, WARRANTIES, AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY. YOU AGREE TO REVIEW AND EVALUATE ALL POLICIES, RULES, TERMS, AND REGULATIONS, INCLUDING THE PRIVACY POLICIES AND TERMS OF USE OF EACH AND ANY THIRD-PARTY SITE THAT YOU VISIT, AND BEAR ALL RISKS ASSOCIATED WITH, THIRD-PARTY CONTENT AND THIRD-PARTY SITES.

1. PROPRIETARY RIGHTS:

You acknowledge and agree that all Venues Services, Trademarks, and Venues Content are the property of Venues and/or Licensors/Suppliers (as the case may be) and are protected by rights of publicity, copyright, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Except as expressly authorized by Venues and/or Licensors/Suppliers (as applicable), you may not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from, any Trademark or Venues Content, or otherwise use any Trademark or Venues Content in any way.

You also agree not to retrieve data or other content or any materials from the Venues Services to create or compile, directly or indirectly, a collection, compilation, database, directory or the like, whether by manual methods, through the use of “bots,” or otherwise. You further agree not to use any Trademark or Venues Content as metatags on other web sites. Moreover, you agree not to display any of the Venues Services in a frame (or any of our content via in-line links) without Venues’s express written permission.

1. LINKING POLICY:

Because we want you to share all the fun Content available through the Venues Services, you may link from your own website to one or more Venues Services, PROVIDED, however that you:

(i) must NOT frame or create a browser or border environment around any of the Content on the linked Venues Services or otherwise mirror any part of the linked Venues Services.

(ii) must NOT imply that Venues and/or any of its Licensors/Suppliers or the linked Venues Services are endorsing or sponsoring you, your site, or any of your products or services, unless expressly authorized in writing by Venues and/or its Licensors/Suppliers.

(iii) must NOT present false information about or disparage, tarnish, or otherwise, in Venues’s sole opinion, harm Venues and/or any of its Licensors/Suppliers in any way.

(iv) must NOT use any Venues Trademarks without the prior written permission of Venues or use any Licensors/Suppliers Trademarks without the prior written permission of their respective owners.

(v) must NOT contain Content that could be construed as distasteful, offensive, controversial, or otherwise objectionable (in Venues’s sole opinion). By linking to any of the Venues Services, you agree to be bound by and comply with all the above linking restrictions and requirements.

Notwithstanding anything to the contrary contained in these Terms of Service, Venues reserves the right to prohibit and deny linking to any of the Venues Services for any reason in its sole and absolute discretion, even if the linking complies with all of the restrictions and requirements described above.

1. USERNAME AND PASSWORD:

Any eligible user who creates a Venues account will select a username and password when completing the registration process or create an account using third-party single sign-on services (e.g. Facebook Connect). You are solely and fully responsible for maintaining the confidentiality of your username and password, or third-party credentials, for accessing Venues and will be solely and fully responsible for all activities that occur under that account.

You agree to (a) immediately notify Venues of any unauthorized use of your username and password or any other breach of security and (b) log off from your account at the end of each session. Venues cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 14.

1. USER DISPUTES:

It is important to keep in mind that you are solely responsible for your interactions with other users. Venues reserves the right, but has no obligation, to monitor disputes between you and other users.

1. DOWNLOADABLE ITEMS; COLLABORATIVE CONTENT:

To the extent that Venues makes any applications, software, or functionalities available for download or use through any of the Venues Services (the “Downloadable Items“), such Downloadable Items are the copyrighted work (as between you and Venues) of Venues and/or its Licensors/Suppliers. Your use of the Downloadable Items may be governed by additional terms and conditions, which may be included with the Downloadable Items. Please carefully read any such additional terms and conditions to determine the full extent of conditions governing the use of such Downloadable Items.

If you install a Downloadable Item that is a software application, you consent to the download of such software to your computer or device and accept these Terms of Service and any additional terms and conditions related to such software application. With respect to any User Materials that you download from or through any of the Venues Services, you are responsible for all licensing, reporting and payment obligations of any kind to third parties in connection with such downloaded User Materials (including, without limitation, any such obligations that may arise from use by Venues or its Licensors/Suppliers of such User Materials as authorized in these Terms of Service). You also agree that any Downloadable Items you obtain from any of the Venues Services (whether for free or for a fee) are only provided to you for your personal, non-commercial use and are not meant for you to further distribute.

Your use of any Collaborative Content is subject to the following additional terms and conditions:

(i) the permission for you to use Venues Content to generate Collaborative Content or otherwise in association with your User Materials is expressly limited to Venues Content specifically made available by Venues for that purpose and may be revoked by Venues at any time without notice or liability to you.

 (ii) your use of Collaborative Content is subject to these Terms of Service and any additional terms and conditions as Venues may from time to time prescribe.

(iii) you may NOT make any commercial use of any Collaborative Content or of any Venues Content embodied in any Collaborative Content, in whole or in part, or sell, lease, hypothecate, transfer, license, distribute, reproduce, encumber, or otherwise exploit same, in whole or in part, EXCEPT that you may use the Venues Services to generate and engage in Viral Distribution (as defined below) of Collaborative Content, but in each case only to the extent expressly permitted by these Terms of Service or otherwise by Venues; as used herein, “Viral Distribution” means, for non-commercial purposes only: (a) sending Collaborative Content to friends and/or acquaintances at no charge by e-mail, text, or other forms of digital delivery; (b) reproducing copies of Collaborative Content for personal use; and (c) posting and displaying links to Collaborative Content on a personal web site or on a third-party web site that permits posting of such links at the direction of users subject to its terms and conditions, provided that such third-party web site does not charge for access to the Collaborative Content or associate products, services, or advertising with the Collaborative Content; (iv) you must always include and keep intact, and not remove or alter, any and all of Venues’s and its Licensors/Suppliers’ trademarks, copyrights and other proprietary rights notices, legends, watermarks, and other markings contained or embedded in or otherwise accompanying Collaborative Content (or any Venues Content portion thereof), and you agree to comply with all usage and viral distribution guidelines that may be prescribed by Venues from time to time; and (v) YOU AGREE NOT TO ENGAGE IN SPAMMING OR OTHER UNLAWFUL OR CONTROVERSIAL BEHAVIOR IN CONNECTION THEREWITH.

1. INDEMNITY:

You agree to defend, indemnify, reimburse, and hold Venues and its parents, subsidiaries and affiliated entities, its Licensors/Suppliers, and its and their respective members, managers, officers, directors, representatives, employees, agents, successors, designees, licensees, sublicensees, and assigns harmless from and against any and all liability, loss, damages, judgments, costs, and expenses (including reasonable attorney’s fees, costs and expenses, and court costs) arising out of or related to:

(i) your use of the Venues Services.

(ii) Venues’s use of your User Materials.

(iii) any breach or alleged breach of your representations and warranties and/or any breach, alleged breach, or violation of the notices, terms, and conditions hereof.

(iv) your violation or alleged or threatened violation of any laws, rules or regulations, or any rights of a third party, including, without limitation, any trademark, copyright, patent, trade secret, defamation, right of privacy or publicity, or moral rights of any third party, arising from the submission and/or use of your User Materials as contemplated hereunder.

1. 18. ASSIGNMENT:

Venues shall have the right to assign these Terms of Service in whole or in part to any person or business entity. You may not assign your rights or delegate your obligations under these Terms of Service without the prior written consent of Venues.

1. NOTICES:

All copyright infringement notifications to Venues in regard to any Content (including User Materials) available through the Venues Services must be made in accordance with the section entitled “NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT” contained in our Legal Notices.

All other notices, requests, and other communications (“Communications“) under these Terms of Service must be in writing and sent to Venues, 106 1/2 Judge John Aiso St. #707, Los Angeles, CA 90012, ATTN: Legal Department. Communications shall be deemed received:

(i) for Communications sent by registered or certified mail, postage prepaid, return receipt requested or by Federal Express or other reputable overnight courier service, on the date of receipt as indicated on the return receipt.

(ii) for Communications sent by personal delivery, on the date of personal delivery

(iii) for Communications sent by facsimile, upon transmission subject to telephone confirmation of receipt. No other form of notice shall be accepted under these Terms of Service.

1. ENTIRE AGREEMENT:

These Terms of Service, together with our Terms of Sale, Privacy Policy, and Legal Notices, set forth the entire understanding and agreement of you and Venues as to the subject matter hereof and supersedes all prior proposals, discussions, or agreements (oral and written) with respect to such subject matter. If any provision of these Terms of Service shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions. Venues’s failure to act with respect to a breach by you or others does not waive Venues’s right to act with respect to antecedent, subsequent, or similar breaches.

1. MODIFICATION:

Venues reserves the right to change the terms of these Terms of Service from time to time in its sole discretion. In the event of such changes, Venues will post the changes on the Venues Services and/or notify you via email. Also, Venues may ask you to review and acknowledge or consent to the changes at the time of your next account login or at the time of your next usage of the Venues Services. By continuing to use any of the Venues Services, you agree to be bound by the changes to these Terms of Service and the new terms of the Terms of Service shall govern all prior and future submissions of your User Materials.