Terms of Use

These Website Terms of Use (the “Terms of Use” or “Terms”) govern your purchase of products services from CPS Graphics Inc., d/b/a Tambourine and our subsidiaries on www.tambourine.com, www.venuelocity.com; and their related marketing channels (the “Site”).  As used in the Terms, “We,” “Us,” and “Our” refers to Tambourine.

We make the Site and the products/services we offer on it available to you subject to these Terms of Use. By using the Site, you are accepting these Terms of Use and any modifications we make to them from time to time. You can review the most current version of the Terms of Use at any time by clicking on the Terms of Use link on the Site.

THESE TERMS INCLUDE A BINDING ARBITRATION AGREEMENT, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER THAT AFFECT YOUR RIGHTS. PLEASE CAREFULLY REVIEW THE ARBITRATION AND CLASS WAIVER SECTION BELOW.

 Read these Terms of Use carefully and completely.  The Terms of Use describe Tambourine’s rights with respect to the Site and your obligations with respect to your use of the Site. Do not use the Site if you do not want to accept these Terms of Use.

1. CHANGES TO TERMS/SITES. We may make changes to the Site and such products/services we offer on the Site from time to time. We have the right, but not the obligation, to take any of the following actions in our sole discretion;

• Change or terminate all or any part of the products/services we offer on the Site;
• Restrict or terminate your access to all or any part of the Site or the products and services we offer on it;
• Remove any content from the Site and not publish or remove any material that you submit to the Site; or
• Change these Terms of Use.

 We may notify you in the event of any material changes to these Terms of Use.

2. PRIVACY. The protection of your personal information is important to us and we take care to protect the personal information you provide us. Tambourine’s Privacy Policy is available at Tambourine | Hospitality Marketing | Privacy Policy or Privacy Policy | Venuelocity (the “Privacy Policy”). By using the Site, you consent to all actions taken by Tambourine with respect to your personal information in compliance with the Privacy Policy and/or these Terms.

3. USER INFORMATION. To use certain parts of the Site, you must register for a user account (“Account”) and provide certain information about yourself as prompted by the applicable registration form.

You represent and warrant that:

1. all required registration information you submit is truthful and accurate;
2. you will maintain the accuracy of such information; and
3. your use of the Site does not violate any applicable law or regulation.

You are entirely responsible for maintaining the confidentiality of your Account log-in information and for all activities that occur under your Account. You agree to immediately notify Tambourine of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. Tambourine is not liable for any loss or damage arising from your failure to comply with the above requirements. We have the right to disable any Account, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

4. ACCESS TO SITE.

(a) Limited Right to Use.  Subject to these Terms, Tambourine grants you a personal, limited, nontransferable, nonexclusive, nonassignable, revocable license and right to access the Site through a generally available web browser or mobile device to view content and information and otherwise use the Site consistent with its functionality and in accordance with these Terms of Use.  Any other use of the Site is strictly prohibited and a violation of these Terms of Use.  All content included on the Site, such as text, graphics, logos, images, designs, software, products, video, data, and other material (collectively “Content”) is our owned or licensed property and is protected by copyright, trademark, patent, or other applicable proprietary rights.  The collection, arrangement, and assembly of all Content on the Site is the exclusive property of Tambourine and its respective licensors and protected by U.S. and international copyright laws.  You may use the Site only as permitted by law and these Terms of Use.  All rights not expressly granted to you in these Terms are reserved and retained by Tambourine and/or it’s licensors or suppliers.  No right, title, or interest in or to the Site or any Content therein is transferred to you, and all rights not expressly granted are reserved by Tambourine.  Any use of the Site that is not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

(b) Certain Restrictions.  The rights granted to you in these Terms are subject to the following restrictions:

1. you agree not to make any commercial use of the Site or its Content;
2. you agree not to modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Site;
3. except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means;
4. you agree not to upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer or communication network, computer, handheld mobile device, data, the Site, or any other system, device or property;
5. you agree not to interfere with, disrupt, or attempt to gain unauthorized access to, the servers or networks connected to the Site or violate the regulations, policies, or procedures of such networks;
6. you agree not to access (or attempt to access) any of the Site by means other than through the interface that is provided by Tambourine;
7. you agree not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Site; and
8. you agree not to use the Site to defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others.

(c) User Content.  The Content also may include information that you and other users provide us in the course of using the Site, including without limitation reviews, feedback, testimonials, or other information posted on the Site (collectively, “User Content”), which we may use to provide, maintain and improve the Site. Some Content may be visible to others (for example, the Site may allow you to upload, post, or otherwise share content).  You are solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Site, or that you contribute in any manner to the Site; you represent and warrant that you have all rights necessary to do so, in the manner in which you contribute it and to grant to Tambourine the license set forth below; and such User Content shall be considered non-confidential and you license to Tambourine all proprietary rights in and to such User Content to use, reproduce, modify, perform, display, distribute, publish, compile, and otherwise disclose to third parties any such User Content for any purpose.

You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any User Content accessed through the Site, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any User Content or third party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third-party right.

Tambourine reserves (i) the right to remove any User Content from the Site at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have breached the immediately preceding sentence), or for no reason at all, and (ii) the right to take any action with respect to an User Content that is deemed necessary or appropriate in Tambourine’s sole discretion, including but not limited to, terminating or suspending your access to all or part of the Site or disclosing your identity or other information about you to law enforcement or any third party who claims that material posted by you violates their rights. YOU WAIVE AND HOLD HARMLESS TAMBOURINE AND ITS, LICENSEES, SERVICE PROVIDERS, AND SUPPLIERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY LAW ENFORCEMENT AUTHORITIES OR THIRD PARTIES DIRECTING US TO DISCLOSE THE IDENTITY OR OTHER INFORMATION OF YOU.

(d) Right to Use the Site. You must be 18 years of age or older to use the Site. If you are not at least 18 years old, do not use the Site. Additionally, we reserve the right to deny access or use of the Site and the products and services we offer on it to anyone at any time in our sole and absolute discretion.

5. COPYRIGHT COMPLAINTS.In operating the Site, Tambourine may act as a “service provider” (as defined by DMCA) and offer services as an online provider of materials and links to third-party websites. As a result, third-party materials that Tambourine does not own or control may be transmitted, stored, accessed, or otherwise made available using the Site. Tambourine has adopted a policy that provides for the immediate removal of any content or the suspension of any user that is found to have infringed on the rights of Tambourine or a third-party, or that has otherwise violated any intellectual property laws or regulations, or these Terms. If you believe any material available through the Site infringes a copyright, you should notify Tambourine using the notice procedure for claimed infringement under the DMCA (17 U.S.C Sect. 512(c)(2)). Tambourine will respond expeditiously to remove or disable access to the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the Content. Please send infringement notices under the DMCA to: either 1) Copyright Agent c/o Tambourine,100 West Cypress Creek Road, Suite 550, Fort Lauderdale, FL, 33309 Or 2) , attention copyright@tambourine.com / Copyright Agent.

 Please provide the following information in the notice:

• Identify the copyrighted work or other intellectual property that you claim has been infringed;
• Identify the material on the Site that you claim is infringing, with enough detail so that Tambourine may locate it on the Site;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement by you declaring under penalty of perjury that (a) the above information in your notice is accurate, and (b) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;
• Your address, telephone number, and email address; and
• Your physical or electronic signature.

6. THIRD-PARTY SERVICES. The Site may contain links and interactive functionality interacting with the websites of third parties, including social networking sites. We do not endorse and we are not responsible for and have no liability for functionality, actions, inactions, privacy setting, privacy policies or content of any such website.  YOUR USE OF THE THIRD-PARTY WEBSITES AND RESOURCES IS AT YOUR OWN RISK.

7. INDEMNITY.You agree to defend, indemnify and hold harmless Tambourine and their respective licensors, suppliers, officers, directors, employees, contractors, agents, successors, and assigns from any damages, liabilities, claims or demands (including costs and attorneys’ fees) made by any third party due to or arising out of (i) your use of Site and its’ products/services, (ii) your use of any information other materials obtained from the Site, (iii) your violation of these Terms or any third-party terms and conditions of use/service, (vii) any Content (including User Content you provide); or (v) your violation of any law or the rights of any third party. Tambourine reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Tambourine and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without Tambourine’s prior written consent. Tambourine will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

8. WARRANTY DISCLAIMERS.THE SITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS, OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, UNLESS OTHERWISE SPECIFIED IN WRITING. WE SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SITE, FOR YOUR ACTION OR INACTION IN CONNECTION WITH THE SITE OR FOR ANY DAMAGE TO YOUR COMPUTER OR DATA OR ANY OTHER DAMAGE YOU MAY INCUR IN CONNECTION WITH THE SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK.

IN ADDITION (AND WITHOUT LIMITING THE LIMITATIONS IN THE IMMEDIATELY PRECEDING PARAGRAPH), WE MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE PRODUCTS ON THE SITE FOR ANY PURPOSE. WE PROVIDE ALL SUCH PRODUCTS “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WE SPECIFICALLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, ACCURACY, TIMELINESS, TITLE AND NON-INFRINGEMENT.

9.LIMITATION OF LIABILITY. Nothing in these Terms and in particular within this “Limitation of Liability” clause shall attempt to exclude liability that cannot be excluded under applicable law. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL (i) TAMBOURINE OR ITS LICENSORS, SERVICE PROVIDERS, SUPPLIERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS (COLLECTIVELY “TAMBOURINE PARTIES” AND EACH A “TAMBOURINE PARTY”) BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE SERVICES OR THE PRODUCTS, EVEN IF AN APPLICABLE TAMBOURINE PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (ii) ANY TAMBOURINE PARTY’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE SERVICES AND THE PRODUCTS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY YOU TO TAMBOURINE FOR THE SERVICES OR THE PRODUCT GIVING RISE TO THE CLAIM IN THE PRIOR 12 MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. FOR THE AVOIDANCE OF DOUBT, TAMBOURINE DISCLAIMS ALL LIABILITY OF ANY KIND OF ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS. UNDER NO CIRCUMSTANCES WILL ANY TAMBOURINE PARTY BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, ANY VIOLATION OF ANY THIRD-PARTY RIGHTS INCLUDING INTELLECTUAL PROPERTY RIGHTS, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH USE OF OR EXPOSURE TO ANY CONTENT POSTED, EMAILED, ACCESSED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.

10. TERM AND TERMINATION.

(a) These Terms will remain in full force and effect so long as you continue to access or use the Site, or until terminated in accordance with the provisions of these Terms. At any time, Tambourine may (i) suspend or terminate your rights to access or use the Site, or (ii) terminate these Terms with respect to you if Tambourine in good faith believes that you have used the Site in violation of these Terms, including any incorporated guidelines, terms or rules.

(b) Effect of Termination. Upon termination of these Terms, your Account and your right to use the Site, including any license granted under these Terms, will automatically terminate.

11. DISPUTE RESOLUTION/ARBITRATION.

(a) Disputes. You and Tambourine agree that, except as provided below, any dispute, claim or controversy arising out of or relating in any way to the Site, its contents, tools, services, or this Agreement (a “Claim”) will be determined by solely by confidential and binding arbitration, instead of a court. The venue for the arbitration shall be the State of Florida.

(b) What is Arbitration? Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision and that you and Tambourine are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and/or the termination of the Site.

Either party may submit a dispute to final and binding arbitration. You may file for an arbitration by first sending to Tambourine a written Notice of your Claim (“Notice of Claim”). The Notice of Claim to Tambourine should be sent in care of our registered agent: Copyright Agent c/o Tambourine,100 West Cypress Creek Road, Suite 550, Fort Lauderdale, FL, 33309. The Notice of Claim should include both the mailing address and email address you would like Tambourine to use to contact you. If Tambourine elects to seek arbitration, it will send, by certified mail, a written Notice of Claim to your address on file. A Notice of Claim, whether sent by you or by Tambourine, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific amount of damages or other relief sought.

You and Tambourine agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and Tambourine, therefore, agree that, after a Notice of Claim is sent but before either you or Tambourine commence arbitration against the other, we will personally meet, via telephone or videoconference, in a good-faith effort to confer with each other and try to resolve informally any Claim covered by this Agreement. If you are represented by counsel, your counsel may participate in the conference as well, but you agree to fully participate in the conference. Likewise, if Tambourine is represented by counsel, its counsel may participate in the conference as well, but Tambourine agrees to have a company representative fully participate in the conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.

If we do not reach an agreement to resolve the Claim within sixty (60) days after the Notice of Claim is received, you or Tambourine may commence an arbitration proceeding by filing a Demand for Arbitration. You agree that you may not commence any arbitration unless you and Tambourine are unable to resolve the claim within 60 days after we receive your completed Notice of Claim and you have made a good faith effort to resolve your claim directly with Tambourine during that time. You may download or copy a form of notice and a form to initiate arbitration at www.adr.org or by calling 1-800-778-7879. The arbitration will be conducted by the AAA before a single AAA arbitrator under the AAA's rules, which are available at www.adr.org or by calling 1-800-778-7879, except as modified by this Agreement. Unless Tambourine and you agree otherwise, any arbitration hearings will take place in the county of either your residence or of the mailing address you provided in your Notice of Claim.

(c) Discovery/Document Exchange/Evidence/Burden.  Discovery and/or the exchange of documents in any such arbitration proceeding shall be permitted to the extent allowed by Fed.R.Civ. P. 26(a)(1), and as to other documents or information, upon a finding of good cause by the arbitrator. The Federal Rules of Evidence shall govern the admissibility of information or evidence presented at the arbitration, and the Party seeking a remedy shall have the burden of proving by a preponderance of the evidence of such Party's entitlement thereto.

(d) Selection of Arbitrator.  A single, neutral arbitrator, with at least ten years of experience, shall be mutually selected by the Parties. In the event the Parties are unable to mutually agree upon an arbitrator, the Parties shall select an arbitrator as provided for by the rules governing the dispute. You may obtain a copy of the AAA Commercial Arbitration Rules and Procedures at https://www.adr.org/Rules.

(e) Arbitral Decision/Review.  The arbitrator shall have the authority to hear and grant dispositive motions in the matter. The arbitrator shall also have the exclusive authority to determine whether a claim is arbitrable or otherwise covered by this Agreement. Within 30 days of the close of the arbitration hearing, or at any later time to which the parties agree, the arbitrator shall issue a final written decision, separately stating his or her findings of fact and conclusions of law on which the ruling is based with respect to any ruling on dispositive motions or a final arbitration award. The arbitrator shall have no authority or power to add to or to subtract or otherwise modify this Agreement. The arbitrator’s award or other decision shall be final and binding on the Parties. Judgment on any award may be entered in any court having jurisdiction as set forth immediately below.

Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules. You are required to pay AAA's initial filing fee, but Tambourine will reimburse you for this filing fee at the conclusion of the arbitration to the extent it exceeds the fee for filing a complaint in a federal or state court in your county of residence. If the arbitrator finds that either the substance of your Claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and Tambourine will not reimburse your initial filing fee. The parties agree that the AAA has discretion to modify the amount or timing of any administrative or arbitration fees due under the AAA Rules where it deems appropriate, provided that such modification does not increase the AAA fees to you or Tambourine and you and Tambourine waive any objection to such fee modification.

(f) Class-Action Waiver. You and Tambourine agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, if you have elected arbitration, unless both you and Tambourine agree otherwise, the arbitrator may not consolidate any other person's Claims with your Claims and may not otherwise preside over any form of a representative or class proceeding. If Tambourine believes that any Claim you have filed in arbitration or in court is inconsistent with the limitations in this paragraph, then you agree that Tambourine may seek an order from a court determining whether your Claim is within the scope of the Class Action Waiver. If this Class Action Waiver is found to be unenforceable, then the entirety of this section shall be null and void. This section shall survive expiration, termination these Terms of Use.

(g) Right to Opt-Out. You may opt out of arbitration by providing written notice of your intention to opt out to the arbitration provider and to Tambourine: ADDRESS Attn: Legal Counsel, via USPS Priority Mail or hand delivery. This written notice must be signed by you, and not any attorney, agent, or other representative of yours. Tambourine may opt out of arbitration by sending written notice of its intention to opt out to the arbitration provider and to you or your attorney, agent, or representative if you are represented.

I REPRESENT I HAD A SUFFICIENT OPPORTUNITY TO READ THROUGH THESE AGREEMENTS TO ARBITRATE, CLASS ACTION WAIVER AND WAIVER OF JURY TRIAL, I HAVE READ AND UNDERSTAND MY AGREEMENT TO THESE TERMS, AND I AGREE TO BE BOUND AS SET FORTH ABOVE.

12. MISCELLANEOUS.

(a) Entire Agreement/Severability. These Terms constitute the entire agreement between you and Tambourine regarding the use of the Site. Any failure by Tambourine to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Neither party is an agent or partner of the other party.

(b) Assignment. These Terms, and any associated rights or obligations, may not be assigned or otherwise transferred by you without Tambourine’s prior written consent. Any attempted or unauthorized assignment shall be null and void. These Terms may be assigned by Tambourine without restriction. These Terms are binding upon any permitted assignee.

(c) Notifications. Tambourine may provide notifications to you as required by law or for marketing or other purposes via (at its option) email to the primary email associated with your Account, hard copy, or posting of such notice on the Site.

(d) Jurisdiction. These Terms of Use shall be construed, interpreted and performed exclusively according to the laws of the State of Florida, United States of America, without giving effect to any principles of conflicts of law. You expressly agree that any action at law or in equity arising out of or directly or indirectly relating to these Terms of Use or this Site shall be filed only in the federal or state courts sitting in Illinois. You hereby consent and submit to personal jurisdiction of such courts for the purposes of any action these Terms of Use.

13. CONTACT INFORMATION.

If you have any questions on this Terms of use, please contact us:

Email hello@tambourine.com or at our corporate offices:

Tambourine
100 West Cypress Creek Road
Suite 550
Fort Lauderdale, FL, 33309