1. TERMS ACCEPTANCE.
The following Terms of Service (this “TOS”) govern all use by you as a Buyer (as defined below) or other non-Organizer (as defined below) user or visitor of (a) the www.primedmc.com website, including all webpages, subdomains and subparts therein contained (hereinafter referred to collectively as the “Site”), (b) any and all services available on or through the Site or otherwise provided by [Prime Partners FZ LLC ] (“Prime Partners”) in connection with events listed on the Site, and (c) all Software (as defined below) (collectively, the “Services”). The Services are owned and operated by PRIME PARTNERS. The Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Site by PRIME PARTNERS. BY USING OR ACCESSING ANY PART OF THE SERVICES, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES THAT MAY BE PUBLISHED FROM TIME TO TIME ON THE SITE BY PRIME PARTNERS. IF YOU DO NOT AGREE TO ANY OF SUCH TERMS, CONDITIONS, RULES, POLICIES OR PROCEDURES, DO NOT USE OR ACCESS THE SERVICES.
PRIME PARTNERS reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this TOS at any time. It is your responsibility to check this TOS periodically for changes. Your continued use of the Services following the posting of any changes to this TOS constitutes acceptance of those changes. If any change to this TOS is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Services.
2. DESCRIPTION OF PRIME PARTNERS.
PRIME PARTNERS provides easy and fast means for registered users who are event organizers and planners (“Organizers”) to collect payments and/or information with respect to the sale of tickets for events registered on the Site, including Ticket Sale Service Charges (as defined below) (“Event Registration Fees”), from registered or non-registered users who want to attend such events (“Buyers”). Organizers may visit the Site, fill out a questionnaire about their event, including pricing, location, ticket inventory, etc., and collect Event Registration Fees online directly from Buyers. Payments are all transacted through, either (a) PayPal, Authorize.net or other third party payment service methods (collectively, “Facilitated Payment Modes” or “FPM”); (b) the PRIME PARTNERS payment processing gateway (the “Gateway”); c) Cash On Delivery from a courier that will charge an additional fee- from the buyer- to collect the payment; d) Designated Payment Points approved by PRIME PARTNERS (On-Site Payment); or e) Cash directly to the Event Organizer. This TOS applies to you and your use of the Services as a Buyer. For the Terms of Service Agreement that applies to you and your use of the Services as an Organizer user or visitor, please see Terms of Service (Organizer).
3. YOUR USE OF THE SERVICES.
3.1 The Services.
PRIME PARTNERS hereby grants you a non-exclusive, non-transferable, non-sub licensable right to access and use the Services solely for the purposes of browsing the Site, and searching for, viewing, registering for, and interacting with, an event that is registered on the Site, in each case (i) in compliance with this TOS, and (ii) to the extent permitted under all applicable laws and regulations (foreign and domestic). Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: (i) modify, reproduce or otherwise create derivatives of any part of the Services or Site Content (as defined below); (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services; (iii) rent, lease, resell, distribute or use the Services for timesharing, service bureau, or commercial purposes; (iv) remove or alter any proprietary notices or labels on or in the Services or Site Content; (v) engage in any activity that interferes with or disrupts the Services; or (vi) engage in any fraudulent activity or activity that facilitates fraud.
If you are allowed to download or use any software in connection with the Services, PRIME PARTNERS hereby grants you a personal, non-transferable, non-sub licensable, revocable, non-exclusive license to use the Software solely for your internal use in connection with the Services, and only in accordance with this TOS and the written instructions/directions (if any) provided by PRIME PARTNERS in conjunction with the Software. For purposes of this TOS, “Software” shall mean any and all software that is available on or through the Site or otherwise provided by PRIME PARTNERS For clarity, the Software will be deemed a part of the “Services” hereunder.
The Software and the transmission of applicable data is subject to Jordanian and UNITED ARAB EMIRATES(UAE) Laws. No Software may be downloaded or otherwise exported or re-exported in violation of the Jordanian and UNITED ARAB EMIRATES(UAE) laws. Downloading or using the Software is at your sole risk.
4. MAKING PAYMENTS.
Descriptions or images of, or references to, products or services on the Site do not imply PRIME PARTNERS endorsement of such products or services. We reserve the right, without prior notification, to change such descriptions or references; to bar any user from making any or all Transaction(s); to limit the order quantity on any product or service; and/or to refuse to provide any user with any product or service. Verification of information applicable to a purchase may be required prior to PRIME PARTNERS acceptance of any order. Price and availability of any product or service are subject to change without notice.
4.1 Independent Relationship of FPMs.
5. YOUR REGISTRATION OBLIGATIONS.
6. ACCOUNT, PASSWORD AND SECURITY.
As part of the Site registration process, you will create a password and account. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your account. You agree to (a) immediately notify PRIME PARTNERS of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. PRIME PARTNERS cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Section or from any unauthorized access to or use of your account.
7.1 Site Content.
You agree that all material, including without limitation information, data, software, text, design elements, graphics, images and other content (collectively, “Content”), contained in or delivered via the Services or otherwise made available by PRIME PARTNERS in connection with the Services (collectively, “Site Content”) is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. PRIME PARTNERS may own the Site Content or portions of the Site Content may be made available to PRIME PARTNERS through arrangements with third parties. Except as expressly authorized by Prime Partners in writing or in connection with your use of the intended functionality of the Services, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Site Content, or post any Site Content on any other web site or in a networked computer environment for any purpose. However, you may print or download a reasonable number of copies of the Site Content for your own informational purposes, provided that you retain all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any Site Content for any other purpose is strictly prohibited without the express prior written permission of PRIME PARTNERS. You shall use the Site Content only for purposes that are permitted by this TOS and any applicable laws and regulations (foreign and domestic). Any rights not expressly granted herein are reserved.
7.2 Your Content.
You acknowledge and agree that if you contribute, provide or make available any Content to the Site (“Your Content”), whether as a Buyer or other non-Organizer, you hereby grant to PRIME PARTNERS a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub licensable (through multiple tiers) right and license to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise exploit Your Content, in whole or in part, in any media now known or hereafter developed, for any purpose whatsoever, and to allow others to do so, without compensation to you or any other provider of Your Content. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content (i) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party, (ii) does not involve gambling, gaming, sweepstakes, and/or any other activity with an entry fee and a prize, and (iii) complies with and abides by all applicable laws and regulations (foreign and domestic). PRIME PARTNERS reserves the right to remove any of Your 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 Your Content) or for no reason.
8.1 Certain Restrictions.
Whether you are using the Services as a Buyer or other non-Organizer, you understand that you are liable for all Content, in whatever form, that you provide or otherwise make available to or through the Services, including to Organizers, Buyers and other non-Organizers. You agree not to use the Services to:
· upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
. harm minors in any way;
· facilitate gambling, gaming, raffles, lotteries, sweepstakes, and/or any other activity featuring the award of a prize,
· impersonate any person or entity, including, but not limited to, a PRIME PARTNERS representative or forum leader, or falsely state or otherwise misrepresent your affiliation with a person or entity;
· forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
· upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
· upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights of any person or entity;
· upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation, except in those areas that are designated for such purpose and within the scope of such designation;
· upload, post, email, transmit or otherwise make available any Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to otherwise interact with the Services in a manner not permitted by this TOS or expressly authorized by PRIME PARTNERS
· interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
· intentionally or unintentionally violate any applicable law or regulation (foreign or domestic), including without limitation laws and regulations (foreign or domestic) regarding the sale, resale or buying of tickets (including without limitation with respect to licensure requirements, maximums or limits on ticket prices, etc.); or
.stalk or otherwise harass any person or entity.
8.2 Certain Remedial Rights.
Whether you are using the Services as a Buyer or other non-Organizer, you acknowledge that PRIME PARTNERS does not pre-screen any Content provided or made available by you or any third party in connection with the Services. However, PRIME PARTNERS and its designees shall have the right (but not the obligation) in their sole discretion to (i) monitor, alter, edit, or remove any of your Content, in whole or in part, and/or (ii) rescind and terminate your right to use the Services at any time (with or without notice) for any reason or for no reason. You acknowledge and agree that PRIME PARTNERS may preserve Your Content and may also disclose Your Content for any reason, including without limitation if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this TOS; (c) respond to claims that any of Your Content violates the rights of third parties; and/or (d) protect the rights, property, or personal safety of PRIME PARTNERS, its users and/or the public. You understand that the technical processing and transmission of the Services, including Your Content, may involve (i) transmissions over various networks; and/or (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
9. SPECIAL ADMONITIONS FOR INTERNATIONAL USE.
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. By way of illustration and not limitation, you agree to comply with and abide by all applicable laws and regulations (foreign and domestic) regarding the transmission of technical data exported from the, UNITED ARAB EMIRATES (UAE) or the country in which you reside.
You agree to defend, indemnify and hold PRIME PARTNERS and its affiliates, and each of its and their respective officers, directors, agents, co-branders, other partners, and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys' and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise), or investigation made by any third party (each a “Claim”) due to or arising out of: your Content; the events listed on the Service; your use of, contribution to or connection with the Service; your violation of this TOS; and/or your violation of any rights of a third party. PRIME PARTNERS shall provide notice to you of any such Claim, provided that the failure or delay by PRIME PARTNERS in providing such notice shall not limit your obligations hereunder. PRIME PARTNERS reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section, and in such case, you agree to cooperate with all reasonable requests in assisting PRIME PARTNERS defense of such matter.
11. SERVICE MODIFICATIONS/SUSPENSIONS.
PRIME PARTNERS reserves the right at any time to, and from time to time may, modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) for any reason or for no reason with or without notice. You agree that PRIME PARTNERS shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
PRIME PARTNERS in its sole discretion, may terminate your password, accounts (or any part thereof) and/or your right to use the Services, and remove and discard any and all of Your Content within the Services, at any time for any reason or no reason, including, without limitation, for lack of use, failure to timely pay any fees or other monies due PRIME PARTNERS or if PRIME PARTNERS believes that you have violated or acted inconsistently with the letter or spirit of this TOS or the applicable laws and regulations (foreign and domestic). You agree that any termination of your right to use the Services may be effected without prior notice, and acknowledge and agree that PRIME PARTNERS may immediately deactivate or delete your account and all related Content and files related to your account and/or bar any further access to such files or the Services. Further, you agree that PRIME PARTNERS shall not be liable to you or any third-party for any termination of your right to use or otherwise access the Services. All provisions of this TOS that by their nature should survive termination of your right to use the Services shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, and intellectual property protections and licenses).
The Services may provide, or third parties may provide, links to other Internet websites or resources. Because PRIME PARTNERS has no control over such websites and resources, you acknowledge and agree that PRIME PARTNERS is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, services or other materials on or available from such websites or resources. You further acknowledge and agree that PRIME PARTNERS shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with any use of or reliance on any such Content, advertising, products, services or other materials available on or through any such website or resource.
14. DISCLAIMER OF WARRANTIES.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PRIME PARTNERS HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. PRIME PARTNERS MAKES NO WARRANTY THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY, SAFETY OR LEGALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU, OR EVENTS ATTENDED, THROUGH THE SERVICES, OR THE SERVICES THEMSELVES (OR ANY PART THEREOF), WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. PRIME PARTNERS IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, ACTIONS OR INACTIONS OF ANY USER, BUYER OR OTHER NON-ORGANIZER, ORGANIZER OR THIRD PARTY BEFORE, DURING AND/OR AFTER AN EVENT; AND PRIME PARTNERS WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (I) THROUGH (V) ABOVE. YOU ACKNOWLEDGE THAT PRIME PARTNERS HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS ADVERTISED, THE TRUTH OR ACCURACY OF ANY USERS’ (INCLUDING BUYERS’, OTHER NON-ORGANIZERS’ AND ORGANIZERS’) CONTENT OR LISTINGS, OR THE ABILITY OF ANY USER (INCLUDING BUYERS, OTHER NON-ORGANIZERS AND ORGANIZERS) TO PERFORM, OR ACTUALLY COMPLETE A TRANSACTION. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. Notwithstanding the foregoing, you may report the misconduct of users, Buyers, other non-Organizers, Organizers and/or third parties in connection with the Site or any Services to PRIME PARTNERS in its sole discretion, may investigate the claim and take necessary action.
15. LIMITATION OF LIABILITY.
PRIME PARTNERS SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THIS TOS, FOR: (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PRIME PARTNERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (III) AMOUNTS IN EXCESS OF US$100.00 (ONE HUNDRED UNITED STATES DOLLARS) IN THE AGGREGATE FOR ALL CLAIMS WITH RESPECT TO THE SERVICES, OR (IV) ANY MATTERS BEYOND PRIME PARTNERS’S REASONABLE CONTROL. PRIME PARTNERS SHALL HAVE NO LIABILITY WITH RESPECT TO ANY OF YOUR CONTENT OR ANY CONTENT OF ANY OTHER USER OF THE SERVICES. IN ADDITION, PRIME PARTNERS IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY FPM SERVICE), AND PRIME PARTNERS HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTY SERVICE PROVIDER. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
IN CONSIDERATION OF BEING PERMITTED TO ACCESS AND USE THE SERVICES, YOU HEREBY AGREE TO RELEASE PRIME PARTNERS, AND ITS AFFILIATES, AND EACH OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS, OTHER PARTNERS, AND EMPLOYEES FROM ALL DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE), LOSSES, LIABILITIES, COSTS AND EXPENSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH DISPUTES BETWEEN YOU AND THIRD PARTIES (INCLUDING OTHER ORGANIZERS, BUYERS, AND OTHER NON-ORGANIZERS) IN CONNECTION WITH THE SERVICES, YOUR ACCESS AND USE OF THE SERVICES, OR ANY EVENTS LISTED THEREON.
IN CONNECTION WITH THE FOREGOING RELEASE, YOU HEREBY WAIVE ANY APPLICABLE LAW OR STATUTE, WHICH SAYS, IN SUBSTANCE:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
Notices to you may be made via either email or regular mail to the address in PRIME PARTNERS’s records. The Services may also provide notices of changes to this TOS or other matters by displaying notices or links to notices to you generally on the Services.
Any notice from you to us shall be sent in writing to our mailing address at email@example.com.
19. TRADEMARK INFORMATION.
The trademarks, service marks, and logos of PRIME PARTNERS (“PRIME PARTNERS Trademarks”) used and displayed in connection with the Services are registered and unregistered trademarks or service marks of PRIME PARTNERS Other company, product, and service names used in connection with the Services may be trademarks or service marks owned by third parties (the “Third Party Trademarks”, and, collectively with PRIME PARTNERS Trademarks, the “Trademarks”). The offering of the Services shall not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without the prior written consent of PRIME PARTNERS specific for each such use. The Trademarks may not be used to disparage PRIME PARTNERS, any third party or PRIME PARTNERS or third party’s products or services, or in any manner (in PRIME PARTNERS s sole judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless PRIME PARTNERS approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any PRIME PARTNERS Trademark shall inure to PRIME PARTNERS benefit.
20.1 Entire Agreement.
This TOS constitutes the entire agreement between you and PRIME PARTNERS and governs your use of the Services as a Buyer or other non-Organizer, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and PRIME PARTNERS on the subject matter hereof. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party Content, third party software or the Services in a manner other than as governed by this TOS.
20.2 Choice of Law.
This TOS and the provision of the Services to you are governed by the laws of the UNITED ARAB EMIRATES (UAE) laws.
This TOS shall be governed by and construed in accordance with the laws of the UNITED ARAB EMIRATES for all events in or outside the UAE. Any controversy or claim arising out of or relating to this TOS or the provision of the Services Any controversy or claim arising out of, or the breach thereof, and which is not settled between the parties by themselves, shall be settled by arbitration by a sole arbitrator, at Dubai International Arbitration Centre, in accordance with the rules of the Dubai International Arbitration Centre and Dubai, UAE will be the venue of the Arbitration.