Privacy Policy

South Bay Events Inc., a California corporation (hereafter, “us,” “we” or “our”), is committed to protecting your privacy. This Website Privacy Policy (“Privacy Policy”) is provided in order to ensure the confidence of users of and visitors to (hereafter, “you” or “your”) this Website (defined below), and is intended to comply with the State of California Online Privacy Protection Act of 2003. This Privacy Policy governs the use and collection of information from you by South Bay Events (“we” or “us”) through your use of this site and our online services. This Privacy Policy does not apply to any other information you may provide us through other means (e.g., via mail, via telephone or at a live event). This Privacy Policy is made effective as of the Effective Date set forth above, but we reserve the right to add, change, update, or modify this Privacy Policy at any time and without notice by posting such addition, change, update, or modification on the Website. Any such addition, change, update or modification will be effective immediately upon posting on the Website. Please check this page periodically for changes. Information collected prior to the time any change is posted will be used according to the rules and policies that are applied at the time the information was collected.

Information Collected

Traffic Data Collected. Like most web sites, our servers automatically track and collect some or all of the following information when you visit our Website, including: (i) your IP address, (ii) your domain server, (iii) the URL being requested, (iv) the referring URL, (v) your type of computer, (vi) the browser type and operating system used to make the request, (vii) the date and time of the request, and (viii) source of any link (collectively, “Traffic Data”). Traffic Data is anonymous information that does not personally identify you but is helpful for marketing purposes or for improving your experience on the Website. Our Websites use Traffic Data to help diagnose potential problems with our servers, to administer our Websites and to report and collect aggregate non-personal information. We do not associate Traffic Data with records containing personal information and cannot use Traffic Data to retrieve personal information from your computer.

Cookies. Our Websites use cookies to track individual site usage. A cookie is a small amount of data that is sent to your internet browser from a web server and stored on your computer’s hard drive. Cookies are used to help target ads on the site based on user behavior and cookies also remember deliberate action taken by the user on our Websites, such as logging into services. For example, our Website uses cookies to ensure that you don’t see the same ad repeatedly. You, through your browser preferences if your browser so permits, are free to decline our cookies, but in doing so may be excluded from some of our Websites’ features. We therefore recommend, in order to maximize your user experience in regard to our Websites, products and services, that you leave your browser preferences set to accept cookies.

Personal Information Collected. Our Website may require registration for the use of certain features, products or services, and such registration forms request that you provide us with information that personally identifies you (“Personal Information”). Personal Information we request includes some or all of the following: (i) your name, (ii) address, (iii) home telephone number, (iv) employer’s name, (v) work telephone number, (vi) e-mail address, (vii) demographic information, and (viii) any other Personal Information that you may voluntarily provide to us but are not required to. We also provide you with the opportunity to advise you of site and newsletter preferences. If you communicate with us by email or complete online forms, any Personal Information provided in such communication may be collected by us.

Sharing of Personal Information We do not share Personal Information with advertisers or any other third parties, except in the following limited circumstances:

Consent. In the event and to the extent we have your consent. In such cases, we will provide opt-in consent for the sharing of any sensitive personal information.

Affiliated or Trusted Persons. We provide such information to our subsidiaries, affiliated companies or other trusted businesses or persons for the purpose of processing personal information on our behalf. We require that these parties agree to process such information based on our instructions and in compliance with this Privacy Policy and any other appropriate confidentiality and security measures. We occasionally utilize trusted third parties to perform certain functions on our behalf. These authorized third parties may be given access to Personal Information in order to perform their designated function but are contractually bound to maintain the confidentiality and security of the Personal Information. Furthermore, such third parties are restricted from using or in any way altering data other than in accordance with their expressed contractual function.

Enforcement or Protection. We have a good faith belief that access, use, preservation or disclosure of such information is reasonably necessary to (a) satisfy any applicable law, regulation, legal process or enforceable governmental request, (b) enforce our Terms of Service, including investigation of potential violations thereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, or (d) protect against imminent harm to the rights, property or safety of us, our users or the public as required or permitted by law. Mergers and Acquisition. If we becomes involved in a merger, acquisition, or any form of sale of some or all of its assets, we will provide notice before personal information is transferred and becomes subject to a different privacy policy.

Uses of Information Collected

Generally
We use your Personal Information to send you information about our company or our products or services, to respond to any inquiries you may make with us, or to contact you when necessary. We use your Traffic Data in order to assess future changes to our Website in order to enhance your experience on the Website. In the event you receive e-mail from us, you choose to opt out of receiving future mailing at any time by following the links provided therein.
Email Newsletter and Services.
We require your email address in order to sign up for our newsletter. Your email may be shared and used by any of our divisions, subsidiaries or affiliates in connection with the newsletter; however, such information will not be given or sold to any third parties.
Giveaways, Contests and Surveys
If you sign up to become eligible for a giveaway, contest or take part in an online survey on any of our Websites, we will ask for some Personal Information as it pertains to said feature or service. In such case, your Personal Information (a) will be used for the expressed purpose of that giveaway, contest or survey, including, for example, the notification of contest winners, (b) may be shared between our divisions in connection with that giveaway, contest or survey, and (c) may be shared with, and only with, the sponsor of said giveaway, contest or survey, except that if the giveaway, contest or survey has its own terms, and those terms conflict with the terms of this Privacy Policy, the terms of the giveaway, contest or survey shall govern the use of the Personal Information collected.
Data Retention
South Bay Events will not retain your personal information longer than is necessary for the purposes for which it was collected.
User Choice Regarding Personal Information
You may choose not to provide us with any Personal Information. In the event you do not provide your Personal Information, while you can still access and use a substantial portion of the Website, you will not have access to certain portions of the Website, or to certain of our products or services. In addition, we will not be able to respond to any inquiry you may have. If you do not wish to receive information and promotional material from us, you may select the appropriate “opt-out” option each time we ask you for Personal Information.
User Ability to Access, Update and Correct Personal Information
In order to ensure that all of your Personal Information is correct and up-to-date, at any time you may visit your personal profile. Through your personal profile you may: (a) review and update your Personal Information that we have already collected; or (b) choose whether or not you wish us to send you information about our company or promotional material from our company.
Message Boards and Blogs
WYou may choose not to provide us with any Personal Information. In the event you do not provide your Personal Information, while you can still access and use a substantial portion of the Website, you will not have access to certain portions of the Website, or to certain of our products or services. In addition, we will not be able to respond to any inquiry you may have. If you do not wish to receive information and promotional material from us, you may select the appropriate “opt-out” option each time we ask you for Personal Information.
Advertisers
You will note the presence of third party advertiser on our Websites. In addition, from time to time these advertisers may post their own giveaways, contest and surveys or requests for registration. If you respond, in any way, to an advertiser tile, banner, contest, giveaway, survey or link on any of our Websites, this Privacy Policy not apply and you will then be subject to the privacy policy, terms, conditions and copyright policies of the advertiser’s website and governing policies, divisions or bodies. For example, we do not control how third party advertisers use cookies that originate from their own websites even if linked from one of our Websites. We use third-party advertising companies to serve ads when you visit our Website. These companies may use information (not including your name, address, email address or telephone number) about your visits to this Website and other websites in order to provide advertisements about goods and services of interest to you. If you would like more information about this practice and to know your choices about not having this information used by these companies, click here. Some vendors such as Google use cookies to serve ads on our sites. Google’s DART cookie enables it to serve ads to users based on their visit to our sites and other sites on the Internet. Users may opt out of the use of the DART cookie by visiting the Google ad and content network privacy policy.
Links to Other Websites
Our Websites sometimes provides links and pointers to various websites maintained by other organizations. Our Websites provide these links as a convenience to our users, but does not operate, control or endorse these outside linked sites unless otherwise expressly and duly noted. We are solely responsible for the Websites owned and operated by divisions of Boulevards New Media, Inc. In addition, various partnered sites are governed under contractual agreements which incorporate this Privacy Policy. WE, ON OUR OWN BEHALF AND ON BEHALF OF OUR DIVISIONS, SUBSIDIARIES, AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND CONTRACTORS, EXPRESSLY DISCLAIM ANY OBLIGATION, RESPONSIBILITY OR LIABILITY FOR THE COLLECTION, USE OR DISTRIBUTION OF INFORMATION COLLECTED THOUGH ANY THIRD PARTY SITES. We encourage you to read the privacy policies contained on each of the websites you visit.

South Bay Events Advertising Terms and Conditions Date of Last Revision: April 16, 2009.

Section 1. Insertion Orders.
From time to time, you may submit orders through the online portal for South Bay Events to run advertisements (each order, an “Order”). If such Order is accepted, South Bay Events, Inc. will deliver advertisements provided by you (“Ads”) on websites or other properties on which South Bay Events places ads.
Section 2. Ads and Deliverables.
2.1 Placement of Ads.
Subject to the terms of this Agreement, South Bay Events will deliver Ads in accordance with the terms of the applicable Order. In the event that your bid for advertising is not accepted by South Bay Events, South Bay Events will not be obligated to deliver any Ads. In each Order, you will specify the amount and type of advertising inventory on the South Bay Events Inventory that you are purchasing (the “Deliverables”). South Bay Events may determine the size, placement, positioning and any other aspects of the presentation of any Ads in its sole discretion. Scheduling of delivery of any Ads is subject to availability and may not be continuous.
You may choose not to provide us with any Personal Information. In the event you do not provide your Personal Information, while you can still access and use a substantial portion of the Website, you will not have access to certain portions of the Website, or to certain of our products or services. In addition, we will not be able to respond to any inquiry you may have. If you do not wish to receive information and promotional material from us, you may select the appropriate “opt-out” option each time we ask you for Personal Information.
2.2 Ad Content.
All content that you submit for Ads must be in compliance with the then-current version of South Bay Events Advertising Guidelines, South Bay Events terms of use, and any other applicable South Bay Events policies, including editorial, advertising, privacy, user experience, publicity and branding policies. Each of the South Bay Events Guidelines is hereby incorporated by this reference.
2.3 Promotions
For any contest, sweepstakes, coupon or other promotion offered or promoted by or on behalf of you on the South Bay Events Inventory (“Promotion”), you (or a third party contracted by you and for which you are solely responsible) will perform and be solely responsible for such Promotion, including administration of the Promotion, ensuring that the Promotion complies with any and all applicable laws and regulations and the Promotions Guidelines, setting and enforcing official rules and offer terms, collecting entries, drawing, selecting and notifying winners and timely procuring and fulfilling prizes, premiums or discounts that may be offered in connection with such Promotion (these and other similar obligations the “Promotion Obligations”). No approval by or assistance from South Bay Events in connection with a Promotion (including as may be specified in an Order or elsewhere) will reduce or satisfy the Promotional Obligations, and you will remain solely responsible for the Promotion Obligations. Without limiting the foregoing, South Bay Events review or approval of the official rules, offer terms or regulations for any Promotion will not constitute a legal opinion as to the legal appropriateness, accuracy or adequacy of those rules or their manner of use, nor a waiver of South Bay Events indemnity rights under this Agreement.
2.4 Ad Delivery.

South Bay Events will determine all measurements relating to Deliverables in accordance with its standard tracking methodologies. All payments due hereunder will be based solely on such measurements.
2.5 Performance-Based Advertising Orders.

For all Orders where inventory is invoiced on a cost per click (“CPC”) or other performance-related basis, the following additional terms will apply: (a) the Order will specify the agreed upon CPC or other performance-based rate that will apply to such Order and (b) South Bay Events does not guarantee any amount of performance-related Deliverables, even if indicated on an Order.
2.6 Failure to Deliver and Makegoods/Remedies

If South Bay Events fails to deliver any Deliverables in accordance with the terms of an Order, your sole and exclusive remedy will be limited to the following, which South Bay Events may choose in its sole discretion: (a) placement of the Ads at a later time, and/or (b) an extension of the term of the Order with a refund representing any remaining undelivered Ads at the end of such extended term. South Bay Events will have no obligation to continue to deliver any such Ads after the term of the Order if the Order has been terminated by reason of your breach pursuant to Section 4.
Section 3. Payments and Reporting.

3.1 Payments.
You will pay all amounts specified in an accepted Order, along with any applicable taxes, by providing a valid credit card or other means authorized in writing by South Bay Events. To the extent you make a payment in a currency South Bay Events does not accept, you agree to pay all fees associated with currency conversion. If you have provided a credit card, you authorize South Bay Events to charge the credit card for any and all amounts due upon the placement of the Order or thereafter. Additionally, if the issuer of the credit card seeks to recover from South Bay Events any amounts received by South Bay Events from the issuer, you will immediately remit to South Bay Events all amounts necessary to comply with the issuer’s request and any costs and expenses incurred by South Bay Events in connection therewith. You further authorize South Bay Events to obtain pre-approval from your credit card issuer and to, either directly or through third parties, make any inquiries that South Bay Events considers necessary to validate your identity and creditworthiness. Interest will accrue on any past due amounts at the rate of the lesser of 1% per month or the lawful maximum. If your payment method fails or your account is past due, South Bay Events may collect past due amounts using other collection mechanisms, and you agree to pay all expenses associated with such collection, including reasonable attorneys’ fees. You are responsible for maintaining the security of your account (including your user name and password), and you understand that you will be charged for any orders placed by or through your account, even if such orders were not authorized by you. South Bay Events will not be liable for any loss or damage arising from your failure to maintain the security or confidentiality of your account. To the fullest extent permitted by law, you waive all claims against South Bay Events related to charges (including any claims related to suspected invalid clicks or other actions) unless claimed within 60 days after the charge. To the extent South Bay Events makes such ad units available, you will be solely responsible for all fees associated with serving any “rich media” Ads.
3.2 Cancellation.

If you cancel any portion of an Order pursuant to Section 4, you agree that Ads may continue to run for up to seven (7) days after South Bay Events receives the cancellation notice, and that you must still pay for such Ads (along with such Ads that were served prior to your cancellation.
Section 4. Termination.

Either party may terminate this Agreement at any time upon written notice to the other party if the other party materially breaches this Agreement and such breaching party does not cure the same within 30 days after written notice thereof from the non-breaching party. In addition, you may cancel an Order at any time through the online, self-service interface. Sections 2.2 (Ad Content), 2.3 (Promotions), 2.6 (Failure to Deliver and Makegoods), 3 (Payments and Reporting), 4 (Termination), 6.4 (Persistence), 7 (Confidentiality), 8.4 (Additional Liability), 9 (Representations and Indemnification), 10 (Limitation of Liability), 12 (Disputes) and 13 (General) of these Terms and Conditions, together with any accrued but unpaid payment obligations of either party, will survive any expiration or termination of this Agreement.
Section 5. South Bay Events Control of South Bay Events Inventory.

5.1 South Bay Events Inventory Designeement You acknowledge and agree that South Bay Events is, and will at all times be, the “executive producer” of the South Bay Events Inventory, and will be responsible for the design, layout, look-and-feel, and maintenance of any and all aspects of the South Bay Events Inventory. South Bay Events may, in its sole discretion, redesign, delete or replace any pages, groups or other areas on which Ads will be displayed.
5.2 Rejection/Removal of Ads.

South Bay Events may, in its sole discretion, reject or remove any Ad at any time, with or without notice, which (a) violates this Agreement, the content restrictions or any other provision of the South Bay Events Guidelines or (b) which South Bay Events otherwise determines to be inappropriate for any reason in its sole discretion, whether or not such Ad was previously accepted.
Section 6. Licenses.

6.1 License to Client Materials.
You hereby grant to South Bay Events (and its affiliates) a worldwide, non-exclusive, royalty-free, fully-paid license to (a) use, reproduce, perform, display, and distribute Ads and any related information provided by you in connection with, on and through the South Bay Events Inventory (“Client Materials”) and (b) alter, modify, repurpose or create derivative works of Client Materials as necessary or desirable in order to serve advertising units and newsfeed content or other content on the South Bay Events Inventory. Client Materials include any copyrighted materials, and any trademarks, service marks, logos or other source or business identifiers included therein (“Trademarks”). Except as otherwise expressly set forth in this Agreement, the licenses granted under this Section 6.1 will be for the period of the applicable Order. South Bay Events may combine Ads with user information in an ad unit (a “Social Ad”). To the extent that you are deemed to be distributing Social Ads, South Bay Events hereby grants you a limited, non-exclusive license or sublicense, under any applicable rights owned or licensed by South Bay Events solely as necessary for South Bay Events’ display on your behalf of the particular Social Ad, including any intellectual property rights or rights of privacy and publicity associated with any User Content (as that term is defined in the South Bay Events Terms of Use).
6.2 Publicity.

During and after the term of this Agreement, South Bay Events may use Ads, your name and your logo, and may reference the type of advertising, flight dates and any measurements relating to Deliverables for the advertising campaign delivered on your behalf, in a factual and non-disparaging manner, for promotional or marketing purposes. South Bay Events may also reference any information publicly available about you on or off the South Bay Events Inventory.
6.3 Reservation of Rights.

As between South Bay Events and you, you retain all rights in and to your Ads (including all of your Trademarks and all other related intellectual property rights embodied therein), and, upon the termination of this Agreement, all rights granted to South Bay Events hereunder with respect to such Ads will cease, except as otherwise provided herein. You will not use, reproduce or display any Trademarks of South Bay Events in any manner without South Bay Events’ prior written consent.
6.4 Persistence.

Notwithstanding anything to the contrary in this Agreement, You acknowledge and agree that Ads and other Trademarks that are used or displayed on the South Bay Events Inventory may continue to be used and displayed on the South Bay Events Inventory, even after you have completed the ad campaign or terminated this Agreement or the applicable Order, as such Ads or Trademarks may have been incorporated into user profiles, news feeds or other features, and that such usage and display may continue indefinitely.
Section 7. Confidentiality.

7.1 Confidential Information.

No information disclosed by you pursuant this Agreement or in any Order shall be deemed confidential.
7.2 Feedback.

You may from time to time provide ideas, suggestions or other feedback regarding the South Bay Events Inventory (including as to improvements or modifications thereto). Both parties agree that except as otherwise agreed by South Bay Events in a signed writing, such ideas, suggestions and other feedback is not confidential or proprietary, and that South Bay Events will be entitled to use, implement disclose and otherwise exploit such feedback in any manner, without restriction or duty to compensate you or account.
7.3 Public Disclosures.
Except as permitted by Section 6.2, neither party will issue any press releases, or otherwise make any public statements or communications regarding this Agreement or the relationship of the parties without the other party’s prior written consent.
Section 8. Applicable to Advertising Agencies.

In the event that you are an advertising agency or other entity representing an Advertiser (as defined in Section 8.2) or placing Ads on someone else’s behalf, you agree that this Section 8, along with all other terms in this Agreement, directly apply to and bind you. 8.1 Advertiser Definition.
As used herein, “Advertiser” means the individual or entity on whose behalf you are placing Ads on the South Bay Events Inventory.
8.2 Additional Representations and Warranties
You represent, warrant and covenant that: (a) you are the authorized agent of Advertiser and have the legal authority to enter into this Agreement and any Order on behalf of the Advertiser, make all decisions, and take all actions relating to the Advertiser’s accounts (these rights “Agency Rights”); (b) you have or will enter into a written agreement with Advertiser (i) that obtains Agency Rights; (ii) that binds the Advertiser to terms as protective of South Bay Events as this Agreement and (iii) to which South Bay Events is an intended third party beneficiary with respect to Ads delivered on the South Bay Events Inventory (the written agreement between Advertiser and Client containing the requirements in this Section 8.2(b), the “Advertiser Agreement”); and (c) you will not, without South Bay Events prior written consent: (i) make any representation, guarantee, condition, or warranty concerning the South Bay Events Inventory, or that you are an affiliate or partner of South Bay Events, (ii) make any commitments (for example, guarantees as to placement of ads) to an Advertiser or potential Advertiser beyond South Bay Events’ obligations under this Agreement, (iii) negotiate any terms or conditions related to the South Bay Events Inventory which are inconsistent with this Agreement, or (iv) engage in any telesales or telemarketing in connection with the South Bay Events Inventory.
8.3 Agency Agreement and Relationship Termination.
Upon South Bay Events’ request, you will immediately deliver to South Bay Events each applicable Advertiser Agreement. If your relationship with an Advertiser terminates, you agree that South Bay Events may contract directly with such Advertiser to allow such Advertiser to continue to place Ads on the South Bay Events Inventory and obtain information related to Ads run on its behalf, including account and performance history, and that you will no longer have access to such Advertiser’s account.
8.4 Additional Liability.
Without limiting any other provision of this Agreement, any acts or omissions by any Advertiser in violation of this Agreement will be deemed a breach of this Agreement by you, and both you and Advertiser will indemnify, defend, and hold South Bay Events harmless from and against all damages, liabilities, costs, and expenses that South Bay Events may incur as the result of such violation. In addition, you acknowledge that South Bay Events may but will in no event be obligated to directly contact any Advertiser and directly enforce the terms of any applicable Advertiser Agreement, including if South Bay Events has not received payment for such Advertiser’s account within 30 days from the date of the applicable payment due date.
Section 9. Representations and Indemnification.
9.1 Representations and Warranties
You represent and warrant that: (a) you have authority to enter into this Agreement on behalf of the entity for which the Ad is being placed; (b) you are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which you were organized; (c) the execution and delivery of this Agreement, and the performance of the transactions contemplated hereby, are within your corporate powers, and have been duly authorized by all necessary corporate action; (d) your performance of this Agreement, and South Bay Events’s exercise of its rights under this Agreement, will not result in a violation of any agreement or other obligation by which you are bound; (e) the Ads will not contain any material which violates the South Bay Events Guidelines or which is otherwise unlawful, defamatory or obscene, or which infringes or violates any third-party rights (including any intellectual property rights or privacy or publicity rights) or which may encourage a criminal offense or otherwise give rise to civil liability; and (f) you will comply with all applicable laws and regulations in your performance of this Agreement (including all applicable (i) privacy and data protection laws and (ii) regulations and laws and regulations related to Promotions).
9.2 Disclaimer of Warranties.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. SOUTH BAY EVENTS DOES NOT WARRANT THAT THE SOUTH BAY EVENTS INVENTORY OR ITS DELIVERY OF ADVERTISEMENTS HEREUNDER WILL BE ERROR-FREE, UNINTERRUPTED OR CONTINUOUS. WITHOUT LIMITING THE FOREGOING, SOUTH BAY EVENTS WILL HAVE NO LIABILITY FOR CLICK FRAUD OR OTHER IMPROPER ACTIONS OF THIRD PARTIES WHICH MAY AFFECT THE COST OF ADVERTISING. THE FOREGOING DISCLAIMER OF WARRANTY IS A FUNDAMENTAL PART OF THE BASIS OF THE BARGAIN HEREUNDER, AND THAT THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH DISCLAIMER.
9.3 Idemnification.
You will indemnify and hold harmless South Bay Events and its affiliates, and each of their officers, directors, employees, and agents (collectively, the “Indemnified Parties”), from and against any and all expenses, damages and losses of any kind (including reasonable legal fees and costs) incurred by any of the Indemnified Parties arising out of or in connection with any claim by a third party (a “Third Party Claim”) arising from or related to: (a) any actual or alleged breach of your representations or warranties under Sections 9.1 and 8.2 (as applicable); (b) any Promotion, including any claims for any delivery of, non-delivery of, defects in, use of or inability to use any prizes or any violation by the Promotion of any applicable law, rule or regulation; (c) any Ad or any material to which users can link, or any products or services made available to users, through the Ads. South Bay Events will notify you promptly of any Third Party Claim for which it seeks indemnification and will permit you to control the defense of such Third Party Claim with counsel chosen by you; provided, that you will not enter into any settlement that contains any admission of or stipulation to any guilt, fault, liability or wrongdoing on the part of any Indemnified Party without South Bay Events prior written consent.
Section 10. Limitation of Liability.
SOUTH BAY EVENTS WILL NOT BE LIABLE FOR LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, WHETHER ARISING IN CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY, STRICT LIABILITY OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SOUTH BAY EVENTS’S TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU, TO SOUTH BAY EVENTS DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM. Section 11. Force Majeure.
performance of its obligations if such delay or default is caused by conditions beyond its reasonable control, including fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures or acts of God (collectively, “Force Majeure”). If performance is delayed by more than 30 days as a result of any Force Majeure, either party will be entitled to terminate this Agreement by written notice delivered at any time prior to the other party‚Äôs resumption of performance of this Agreement.
Section 12. Disputes.
The laws of the State of California, without regard to principles of conflict of laws, will govern any dispute related to this Agreement or an Order. You agree that, except as otherwise provided for in this Section 12, all claims and disputes that arise out of or relate in any way to this Agreement or your placement of Ads on the South Bay Events Inventory will be resolved by binding arbitration by a single arbitrator in Santa Clara County, California, administered by JAMS pursuant to its Comprehensive Arbitration Rules. The arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction. Claims for injunctive or other equitable relief may also be brought in a court of law. For purposes of such relief or remedy, or any other court proceeding under this Section 12, you agree to submit to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California.
Section 13. General.
Except as specifically provided herein, if any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect and the court will construe any invalid or unenforceable portions in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement and the rest of the Agreement will remain in full force and effect. The failure by either party to enforce any provision of this Agreement will in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of such party to enforce such provision thereafter. You may not assign or otherwise transfer (including by any reorganization, change of control, merger, acquisition or sale or transfer of all or part of its assets or business) your rights or obligations under this Agreement including any Order without the prior written permission of South Bay Events, and in no event will South Bay Events be obligated to serve Ads for any third party. South Bay Events may freely assign or otherwise transfer its rights and obligations under this Agreement including any Order, in whole or in part. Any purported assignment or other transfer in violation of this provision will be null and void. This Agreement will be binding upon, and inure to the benefit of the parties and their permitted respective successors and assigns. Each of South Bay Events’s affiliates are express and intended third party beneficiaries of this Agreement and may enforce any of its terms and exercise any of the rights to the same extent as South Bay Events. You and South Bay Events are independent contractors, and nothing in this Agreement is intended to or does create any type of joint venture, partnership or employer/employee relationship between You and South Bay Events or its affiliates. South Bay Events may provide effective notice to you by sending an email to the email address specified in your account, and the notice will be deemed received when sent. Any notices you send to South Bay Events will be sent via courier or registered mail to 156 University Avenue, Palo Alto, CA 94301, Attn: Legal Department, South Bay Events Inc., and will be deemed received when such notice is received by South Bay Events. Whenever used in this Agreement, unless otherwise specified, the terms “includes”, “including”, “e.g.,”, “for example”, “for instance” and other similar terms are deemed to include the term “without limitation” immediately thereafter. All communications and notices to be made or given pursuant to this Agreement will be in the English language. This Agreement (including any Orders, agreements, policies and other documents incorporated by reference herein), constitutes the entire agreement between you and South Bay Events regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement or communication between you and South Bay Events, whether written or oral.