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Terms of Service

The Sprinkles Party Connect and Services Terms of Service and

End-User Legal Agreement (EULA)

 

Introduction,

Sprinkles Party Connect  provides products, services, and/or content (the “Sprinkles Party Connect” or the “Services”) that assist individuals in the planning of children’s birthday parties and in identifying and obtaining information regarding vendors providing products and services for use at or in connection with children’s birthday parties and permitting vendors to promote their goods and/or services in connection with such.

Summary, Terms of Service

These Terms of Service (“Terms of Service” or “Terms”) create an End-User Legal Agreement (EULA) and cover Your access to and use of Sprinkles Party Connect (as defined below), including any mobile applications and websites (collectively, the “Sprinkles Party Connect”), and any videos, data, information, text, graphics, photos or other Content (as defined below) uploaded, downloaded,  appearing on the Services, or otherwise provided to Sprinkles Party Connect. Your access to and use of the Services is conditioned on Your acceptance of, and compliance with, these Terms of Service, related Privacy Policy and Cookie Policy. A condition to the use of the Services is acceptance of these Terms of Service, Privacy Policy and Cookie Policy. During normal use, by accessing or using the Services, You agree to be bound by these Terms of Service. You further agree that the terms of these Terms of Service under which the Sprinkles Party Connect Platform and Sprinkles Party Connect Services are made available to you shall also govern your use of the Sprinkles Party Connect Services.

  1. Definitions

1.1. “Sprinkles Party Connect” is the sole service and application provider for Sprinkles Party Connect Services and the Sprinkles Party Connect.

1.3. “Sprinkles Party Connect” refers to Sprinkle Party Connect's websites and/or web or mobile applications, including the data contained, transmitted, published, or otherwise shared in conjunction therewith, including but not limited to photographic, video, and/or audio materials.

1.4 “Sprinkles Party Connect Services” or “Services” shall mean those services provided by Sprinkles Party Connect to Users.

1.5. “Services Term” shall be the period of time for which Sprinkles Party Connect has committed to provide, and for which You have committed to pay, for Services.

1.6. “You” and “Your” and “Your Company” and “User” refers to any user of the Services, including any company You represent.

1.7. “Third-Party Supplier” refers to a User or other entity that supplies services identified, discussed, or endorsed by Sprinkles Party Connect, for which Sprinkles Party Connect displays a profile, or an entity which advertises or otherwise pays for placement on the Sprinkles Party Connect Platform and/or through the Services.

1.8. “Terms of Service” or “Terms” is covered in this EULA.

1.9. “Sprinkles Party Connect Content” refers to any data or content, generated by Sprinkles Party Connect, shared on, through, or in conjunction with the Sprinkles Party Connect or in conjunction with the Sprinkles Party Connect Services.

1.10. “User Content” refers to any user-generated data or content shared on, through, or in conjunction with the Sprinkles Party Connect Platform or in conjunction with the Sprinkles Party Connect Services.

1.11 “Third-Party Content” refers to ay data or content, generated by a third-party, shared on, through, or in conjunction with the Sprinkles Party Connect or in conjunction with the Sprinkles Party Connect .

1.12 “Personal Data” refers to Your identification data: name, address, phone number, email address or other data which is identifiable to You.

 

  1. Use of the Services

2.1.  Your Services. The Services are provided by Sprinkles Party Connect  to be used by You exclusively in connection with the Sprinkles Party Connect  Platform for the purposes contemplated and are subject to the conditions of these Terms of Service. Subject to timely payment of all charges, if any, on Your account and these Terms of Service, Sprinkles Party Connect  grants You the right to use the Services. Sprinkles Party Connect  reserves all rights not otherwise expressly granted herein. You may use the Services only if You are legally capable of forming a binding contract with Sprinkles Party Connect  and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. If You are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, You represent and warrant that You are authorized to do so. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.

2.2. Laws. You are solely and entirely responsible for complying with all applicable laws and regulations regarding the use of these Services, including but not limited to acquiring any local or municipal permits required for Your use of the Services, if any.

2.3. Privacy Policy. Your use of the Services is subject to acceptance of the Sprinkles Party Connect Privacy Policy. Our Privacy Policy explains how we collect use, protect, and when we share personal information and other data with others.

2.4.  Registration and Security. As a condition to using the Services, if you are a vendor of products or services for which a profile is to be displayed on the Platform or who will make use of the Platform and/or Services to promote its products and/or services, You may be required to register and select a phone number, username (“User ID”), and password. You must provide accurate and complete, registration information and will keep updated Your registration information, as necessary, to keep it current. You may not (i) select or use as a User ID a phone number or email address of another person with the intent to impersonate that person; or (ii) use as a User ID a name or phone number or email address subject to any rights of a person other than Yourself without appropriate authorization. You are responsible for maintaining the confidentiality of Your account information, including Your User ID and password.

2.5. Data Responsibility. You are solely responsible for all data, information or other content, including but not limited to User Content, transmitted over, uploaded to, or otherwise transmitted to Sprinkles Party Connect as part of Your account.

2.6. Explicitly Shared Content. The content, including but not limited to User Content, You submit, post, or display can be shared by You. When Content is shared, it is made available to be viewed by other users of the Services, visitors to the Sprinkles Party Connect Platform, and/or through third-party services and websites. You should only share content that You are comfortable sharing with others under these Terms.

2.7. Administration and Technical Support. Your account may be administered by an Administrator for technical support purposes. If you reach out to technical support for help, we will do everything in our power to help you resolve your problem, including analyzing the measurements, alerts, and metadata from devices, and analyzing general information about your account.

2.8. Content Responsibility. All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may, but are not required to, monitor the Content and maintain logs of actions in our Services. We do not control the Content posted via other services and we cannot take responsibility for such Content postings. Any use or reliance on any Content or materials posted via the other Services or obtained by You through the Services is at Your own risk.

2.9. Content Liability. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions of any User or Third-Party Supplier expressed via the Services. You understand that by using the Services, You may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will Sprinkles Party Connect  be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.

2.10. Security. You shall be responsible for maintaining the security of Your account, passwords and files, and are responsible for all uses of Services and all associated fees under Your account, with or without Your knowledge or consent and whether or not authorized by You.

2.11. Intellectual Property. You acknowledge that, except as expressly stated, Sprinkles Party Connect  and, by extension and where applicable, its licensors retain(s) all rights in its trademarks, service marks, software, technology and any other items of intellectual property.

2.12. Cooperation in Investigations. In the event Sprinkles Party Connect conducts an investigation of service outages, security problems, or a suspected security breach of Sprinkles Party Connect, You agree that You will provide a reasonable level of cooperation to help facilitate Sprinkles Party Connects investigation, to the extent warranted by the facts of the situation.

2.13. Evolving Services. The Services that Sprinkles Party Connect provides are always evolving, and the form and nature of the Services that Sprinkles Party Connect provides may change from time to time without prior notice to You. In addition, Sprinkles Party Connect may stop providing the Services or any features within the Services either permanently or temporarily to You or to users generally and may not be able to provide You with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to You.

2.14. Additional Terms. Some of our Services have additional terms and conditions ("Additional Terms"). Where Additional Terms apply to one of the Services, we will make them available for You to read through prior to Your use of such Services. By using such Services, You agree to the applicable Additional Terms.

2.15. Updating Terms. You agree that Sprinkles Party Connect has the right to modify or amend these Terms and any additional licenses from time to time, effective upon making the modified provisions available on the Sprinkles Party Connect site or mobile apps. Those changes will go into effect on the Last Modified Date shown in the revised Terms. You understand that You are responsible for regularly reviewing these terms and conditions and the continued use of the Services after any such modifications shall constitute your consent to such changes, including changes in fees. Sprinkles Party Connect does not and shall not assume any obligation to notify you of any such changes other than posting the updated License on its website. It shall be your sole responsibility to ensure that the email address in your profile is current, and Sprinkles Party Connect shall not be responsible for any failure to reach You in any attempts to notify You about updated terms. If we change these Terms, we will give you notice by posting the revised Terms of the Services. By continuing to use the Services, you are agreeing to the revised Terms.

  1. Your Account

3.1. Monthly and yearly subscription plans shall be available to vendor Users, which will renew automatically as long as the account has not been terminated, and a valid method of payment is on file for subscribing vendor users. UNLESS YOU NOTIFY US BEFORE A CHARGE THAT YOU WANT TO CANCEL OR DO NOT WANT TO AUTO RENEW, YOU UNDERSTAND THAT YOUR MONTHLY OR ANNUAL SUBSCRIPTION WILL AUTOMATICALLY CONTINUE AND YOU AUTHORIZE US (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THEN-APPLICABLE SUBSCRIPTION FEE AND ANY TAXES, USING ANY CREDIT CARD WE HAVE ON RECORD FOR YOU.

3.2. FEES FOR SERVICES ARE NON-CANCELABLE AND NON-REFUNDABLE. Unless otherwise agreed to in writing, Sprinkles Party Connect reserves the right to change the amount of the fees for Services or applicable charges and to institute new charges which will apply to the next Services Term. In addition, Sprinkles Party Connect may introduce new features and functionalities, which may be made available to You at an additional cost.

3.3. Fees for Services are net of taxes, and You will be responsible for all applicable taxes, imposed on or based on the provision, sale or use of the Services (except for taxes based on Sprinkles Party Connect’s net income).

3.4. Should you default in the payment of any applicable subscription fee, you shall be responsible for the payment of all subscription fees, any applicable termination fees, and fees and costs, including reasonable attorney fees, incurred in the collection of such fees.

  1. Your Content

4.1. You retain Your rights to any Content You submit, post, or display on or through the Services. In order to make the Services available to You and other users when Content is shared automatically or manually by You, Sprinkles Party Connect needs a license from You. By submitting and sharing Content on or through the Services or directly with Sprinkles Party Connect You grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute (as directed or requested by You) such Content in any and all media or distribution methods (now known or later developed) (a) as necessary for the provision of the Services, for the analysis and improvement of the Services, and for the marketing of additional Sprinkles Party Connect and third-party products and services, and (b) for any other business purposes if aggregated with other data from other users in a manner that does not identify You.

4.2. You shall be solely responsible for Your own Content. If You forward, share, or publish Your content, then You affirm, represent, and warrant that You own or have the necessary licenses, rights, consents, and permissions to forward or publish the content as described in these Terms of Service.

4.3. You further agree that You will not submit any Content or other material is contrary to applicable local, national, and international laws and regulations.

4.4. Sprinkles Party Connect reserves the right to decide whether Content violates these Terms of Service for reasons other than copyright infringement, such as, but not limited to, pornography, obscenity, or excessive length.

4.5.Sprinkles Party Connect may at any time, without prior notice and in its sole discretion, remove such Content and/or terminate a user's account for submitting such material in violation of these Terms of Service.

4.6. Sprinkles Party Connect may reject Content from being stored on our servers at any time, and especially if the file attempting to be stored is greater than the amount of space allocated to Your account.

4.7. Sprinkles Party Connect reserves the right to limit any user's use of the Services based on total space available in the user's account, or total bytes uploaded over a given time period, or both. Recorded videos are stored for later playback and may exceed the amount of available space displayed in Your account settings. It is not uncommon for a lengthy video to exceed the limits of a free account. Videos beyond an established limit may be stored in order to provide an opportunity for You to increase Your account storage limit or retrieval by other methods in the future. Periodic account maintenance activities may include deleting archived videos or deleted videos. Deleted videos may take time to be completely purged from our servers.

4.8. Sprinkles Party Connectreserves the right, without prior notice and in its sole discretion, to automatically remove Content from any user's account that is believed to not be active or in use. An inactive user account may be identified by an account that has not accessed the Services for more than ninety (90) days.

4.9. We may modify or adapt Your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to Your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media.

4.10. You are responsible for Your use of the Services, for any Content You provide, and for any consequences thereof, including the use of Your shared Content by other Users and our third-party partners. You understand that Your shared Content may be syndicated, broadcast, distributed, or published by others and if You do not have the right to submit shared Content for such use, it may subject You to liability. Sprinkles Party Connect will not be responsible or liable for any use of Your shared Content by Sprinkles Party Connect in accordance with these Terms. You represent and warrant that You have all the rights, power, and authority necessary to grant the rights granted herein to any Content that You share.

In order to provide the Services and the ability to communicate and stay connected with others, there are some limitations on the type of content that can be published with the Services. These limitations comply with legal requirements and make the Services a better experience for all. We may need to change these rules from time to time and reserve the right to do so. We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Services and to suspend terminate users or reclaim usernames and profile URLs without liability to You.

You may not post Content that:

  • Impersonates another person or entity in a manner that does or is intended to mislead, confuse, or deceive others;

  • Violates the rights of a third party, including copyright, trademark, privacy, and publicity rights;

  • Is a direct and specific threat of violence to others;

  • Is pornographic or sexually explicit;

  • Is in furtherance of illegal activities; or is harassing or abusive.

  • Impersonation: You may not impersonate others through the Services in a manner that does or is intended or likely to mislead, confuse, or deceive others.

  • Trademark: We reserve the right to restrict the use of certain usernames and profile URLs on behalf of businesses or individuals that hold legal claim or trademark on those user names or profile URLs. Accounts using business names and/or logos to mislead others will be permanently suspended.

  • Privacy: You may not publish or post other people's private and confidential information, such as credit card numbers, street addresses or Social Security/National Identity numbers, without their express authorization and permission.

  • Violence and Threats: You may not publish or post direct, specific threats of violence against others.

  • Unlawful Use: You may not use the Services for any unlawful purposes or in furtherance of illegal activities. International users agree to comply with all applicable laws regarding online conduct and acceptable content.

  • Pornography and Sexually Explicit Content: You may not share Content that is pornographic or sexually explicit, even if it is of Yourself or marked as sensitive.

You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, the Sprinkles Party Connect Platform, or the technical delivery systems of Sprinkles Party Connect’s providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Sprinkles Party Connect (and only pursuant to those terms and conditions), unless You have been specifically allowed to do so in a separate agreement with Sprinkles Party Connect (NOTE: crawling the Services is permissible if done in accordance with the provisions of the robots.txt file, however, scraping the Services without the prior consent of Sprinkles Party Connect is expressly prohibited); (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services; (vi) (a) reverse compile, reverse engineer, or disassemble any portion of the Services or any products included, provided, or sold in conjunction therewith; (b) make copies of the software components of the Services or any products included, provided, or sold in conjunction therewith, except for backup and archival purposes; (c) use the Services or any products included, provided, or sold in conjunction therewith to operate in or as a time-sharing, outsourcing, service bureau, application service provider, or managed service provider environment; (d) change any proprietary rights notices which appear in the Services or any products included, provided, or sold in conjunction therewith; or (e) modify the Services or any products included, provided, or sold in conjunction therewith.

We respect the ownership of the Content that users share and You are responsible for the Content You provide. Because of these principles, we do not actively monitor user Content and do not affirmatively promise to censor user Content.

4.14. We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If You believe that Your work has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:

  • Your address, telephone number, and email address;

  • A description of the copyrighted work that You claim has been infringed upon;

  • A description of where the alleged infringing material is located;

  • A statement by You that You have a good faith belief that the disputed use is not authorized by You, the copyright owner, its agent, or the law;

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

  • A statement by You, made under penalty of perjury, that the above information is accurate and that You are the copyright owner or authorized to act on behalf of the copyright owner.

Copyright Agent:

­­­­­­­­­­­­­­­____________________

____________________

____________________

For clarity, only copyright infringement notices should go to our Copyright Agent. You acknowledge that if You fail to comply with all of the requirements of this section Your notice may not be valid.

If You believe the Content that was removed (or to which access was disabled) is not infringing, or if You have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use such content, You may submit a counter-notice to the address listed above containing the following information:

  • Your physical or electronic signature;

  • Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;

  • A statement that You have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and

  • Your name, physical address, telephone number, and e-mail address, a statement that You consent to the jurisdiction of the federal court in Hidalgo County, Texas, and a statement that You will accept service of process from the person who provided notification of the alleged infringement.

After we receive Your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes Your personal information. By submitting a counter-notification, You consent to having Your information revealed in this way. We will not forward the counter-notification to any party other than the original claimant. After we send out the counter-notification, the claimant must then notify us within 10 days that claimant has filed an action seeking a court order to restrain You from engaging in infringing activity relating to the Content that was removed or disabled. If we receive such notification, we will be unable to restore the material. If we do not receive such notification, we may reinstate the material.

  1. Termination and Suspension

5.1. Sprinkles Party Connect may, without liability, suspend or terminate any or all Services to some or all of its account holders, users, or device types: (a) following a possible or actual security breach or cyber-attack on Sprinkles Party Connect; (b) in order to protect the Sprinkles Party Connect network; (c) if the device manufacturer does not comply with the business or technical terms for connecting a device; or (c) if required by a governmental entity.

5.2. Sprinkles Party Connect may, without liability, suspend or terminate any or all Services in Your account if: (a) You are engaging in suspected fraudulent or unauthorized use, (b) You have breached the Terms of Service or other contract You may have with Sprinkles Party Connect that relates to Sprinkles Party Connect; (c) Payments in Your account are past due; (d) You fail to provide a reasonable level of cooperation in an investigation; or (f) as otherwise provided in these Terms.

5.3. Either party may terminate the Agreement if the other party becomes insolvent or is unable to pay its debts or enters into or files (or has filed or commenced against it) a petition, arrangement, application, action or other proceeding seeking relief or protection under the bankruptcy laws of the United States or any similar laws of the United States or any state of the United States which proceeding is not stayed within forty-five (45) days of being filed.

5.4. You may cancel any Services that are subject to subscription fee by sending an email . Fees already paid for existing services are non-cancelable and non-refundable.

5.5. Portions of the Terms of Service, which by their nature should survive termination, will survive termination, including, without limitation, accrued rights to payment, warranty disclaimers, and limitations of liability. However, upon termination, Your right to use the Services shall immediately terminate.

5.6. Upon termination, Sprinkles Party Connect will delete all Your personal and identifiable data. Sprinkles Party Connect will keep the anonymous, unidentifiable Data for statistical purposes. 

5.7.  If You terminate Your account or if Sprinkles Party Connect terminates Your account for one of the reasons specified and You are a paid user, You will not receive a refund for any portion of the subscription.

  1. Services, Disclaimer

6.1. Services may be temporarily unavailable for scheduled or unscheduled maintenance by Sprinkles Party Connect or Third-Party Suppliers, or for other causes beyond Sprinkles Party Connect’s reasonable control. Sprinkles Party Connect DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR COMPLETELY SECURE.

6.2. Sprinkles Party Connect MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND Sprinkles Party Connect DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

6.3.  NO THIRD-PARTY PROVIDER OR USER OF THE Sprinkles Party Connect PLATFORM OR SERVICES SHALL BE CONSIDERED AN AGENT OF Sprinkles Party Connect AND Sprinkles Party Connect SHALL BE IN NO WAY RESPONSIBLE FOR OR LIABLE FOR THE ACTS OR OMISSIONS OF SUCH THIRD-PARTY PROVIDERS OR USERS.

6.4. IN PARTICULAR, Sprinkles Party Connect AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE AVAILABILITY OF ANY NETWORKS OR COMMUNICATION LINES OR FUNCTIONING OF ANY MOBILE PHONE OR DEVICE NECESSARY FOR THE SERVICES, THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY RECOMMENDATIONS OR OTHER CONTENT AVAILABLE ON OR THROUGH THE SERVICES), OR THE CONTENT OF ANY WEBSITES OR RESOURCES LINKED TO THE SERVICES. Sprinkles Party Connect AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (a) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO, INABILITY TO ACCESS, USE OF, OR INABILITY TO USE THE SERVICES; (c) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL OR FINANCIAL INFORMATION; (d) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICES; (e) ANY COMPUTER VIRUSES OR MALICIOUS CODE THAT MAY BE TRANSMITTED ON OR THROUGH THE SERVICES; (f) ANY INTERRUPTION OF SERVICES DUE TO DOWNTIME OF Sprinkles Party Connect's THIRD-PARTY SUPPLIER OF PLATFORM HOSTING SERVICES, OR (g) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR INABILITY TO USE ANY FUNCTIONALITY OR CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE SERVICES.

6.5. UNDER NO CIRCUMSTANCES WILL Sprinkles Party Connect BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, 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. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Sprinkles Party Connect OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS. INFORMATION YOU MAY RECEIVE VIA THE SERVICES MAY NOT BE RELIED UPON BY YOU FOR PERSONAL SECURITY, SAFETY, LEGAL, OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

6.6. UNDER NO CIRCUMSTANCES SHALL Sprinkles Party Connect BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. Sprinkles Party Connect SHALL NOT BE LIABLE (A) FOR ANY ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY EXEMPLARY DAMAGES; (C) FOR ANY MATTER BEYOND Sprinkles Party Connect’S REASONABLE CONTROL, EVEN IF Sprinkles Party Connect HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING LOSSES OR DAMAGES; (D) FOR ATTACKS ON OR HACKS OF YOUR DATA, WHETHER IN TRANSIT OR IN STORAGE; (E) FOR PHYSICAL ATTACKS OR CYBER-ATTACKS UPON Sprinkles Party Connect OR THEIR NETWORKS OR THE NETWORKS OR FACILITIES OF THIRD-PARTY SUPPLIERS; OR (F) THE BREACH OF OR LOSS OF PRIVACY OF E-MAIL ADDRESSES, REGISTRATION AND IDENTIFICATION INFORMATION, DISK SPACE, COMMUNICATIONS, CONFIDENTIAL OR TRADE-SECRET INFORMATION, OR ANY OTHER CONTENT STORED ON Sprinkles Party Connect’S EQUIPMENT, TRANSMITTED OVER NETWORKS ACCESSED BY Sprinkles Party Connect, OR OTHERWISE CONNECTED WITH THE USE OF THE SERVICES.

6.7. Sprinkles Party Connect MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE APP OR ON THE SITE OR ANY WEBSITE LINKED TO THE WEBSITE. YOU ACKNOWLEDGE THAT A GOVERNMENTAL ENTITY MAY (A) INTERCEPT YOUR DATA OR (B) REQUIRE Sprinkles Party Connect TO DISCLOSE YOUR DATA OR INFORMATION.

6.8. IF, CONTRARY TO THE DISCLAIMER IN SECTION 6 OF THIS AGREEMENT, LIABILITY IS IMPOSED BY AN ENTITY EXERCISING JURISDICTION OVER A DISPUTE BETWEEN THE PARTIES, IT IS UNDERSTOOD AND AGREED THAT Sprinkles Party Connect’s LIABILITY SHALL NOT EXCEED THE AGGREGATE AMOUNT OF FEES COLLECTED BY Sprinkles Party Connect FROM YOU OVER THE PRIOR TWELVE (12) MONTH PERIOD.

6.9. You acknowledge that the Services may not be available at every geographic location. You are responsible for determining whether the Services are available and of a quality sufficient to meet Your requirements.

  1. Indemnity and Limitation of Liability

7.1. You agree to indemnify and hold harmless Sprinkles Party Connect and its affiliates and its officers, directors, representatives, employees and agents ("Indemnified Parties") against any damages, losses, liabilities, settlements and expenses (including, without limitation, costs and attorneys’ fees) in connection with a claim or action against Indemnified Parties that arises from or is based on an alleged violation of the Terms of Service by You or otherwise from Your use of the Services.

7.2. Sprinkles Party Connect may use Third-Party Suppliers for data transport and storage. You acknowledge that storage technologies provided by Third-Party Suppliers may utilize multi-tenancy architecture, where parties not associated with Sprinkles Party Connect or a Third-Party Supplier may also store or transmit data within the same framework that is used to store or transmit Your data. You also acknowledge that the transmission and storage of Your data may result in Your data crossing through or residing in multiple political jurisdictions. Each of these jurisdictions may have unique provisions relating to the privacy of Your data and information.

7.3. You acknowledge that there are risks inherent in Internet connectivity that could result in the loss of privacy, privacy data, Confidential Information and property.

7.4. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to You. To the extent Sprinkles Party Connect may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Sprinkles Party Connect’s liability will be the minimum permitted under such law.

7.5. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THESE TERMS OF SERVICE MAY BE BROUGHT BY YOU MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.

  1. Legal Compliance

8.1. You may not transmit or otherwise export from the United States or allow the transmission of the Services in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.

8.2. You represent and warrant that You are not a person to whom Sprinkles Party Connect is legally prohibited to provide the Services and/or are not on any governmental list of restricted person or entities, including (i) the Commerce Department’s Entity List, Denied Persons List, and Unverified List; (ii) Treasury Department Specially Designated Nationals & Blocked Persons List; and (iii) State Department Debarred Parties List.

8.3. You may not provide access to the Services to any person or entity that would be prohibited from using the Services under this section.

  1. General

9.1. Sprinkles Party Connect shall not be liable for any failure or delay in the performance of its obligations hereunder on account of strikes, terrorist activity, shortages, riots, insurrection, fires, floods, power outages, storms, cybercrime, explosions, war, extraterrestrials, governmental action, battery issues, labor conditions, supernatural forces, earthquakes, terrorism, supplier bankruptcy or default, failure, delay or interruption by third parties, including without limitation, communications providers, or any other cause which is beyond Sprinkles Party Connect’s reasonable control.

9.2. If any provision of the Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Service will otherwise remain in full force and effect and enforceable.

9.3. Your rights and obligations under the Terms of Service are not assignable or transferable and cannot be sub-licensed to another party by You except with Sprinkles Party Connect's prior written consent. Sprinkles Party Connect may transfer, assign, or subcontract any of its rights and obligations under the Terms of Service without consent.

9.4. The Terms of Service and Privacy Policy are the complete and exclusive statement of the understanding of the parties and supersede and cancel all previous written and oral agreements, communications, and other understandings relating to the subject matter of the Terms of Service. All waivers and modifications of the Terms of Service must be in writing and, where required, signed by both parties, except as otherwise provided herein.

9.5. No agency, partnership, joint venture, or employment is created as a result of Your use of Sprinkles Party Connect’s Services. You do not have authority to bind Sprinkles Party Connect in any respect.

9.6. By accessing or using the Services, You agree: (i) that any and all disputes you may have with, or claims you may have against Sprinkles Party Connect or its affiliates relating to, arising out of or connected in any way with (a) the Services, (b) these Terms, or (c) the determination of the scope or applicability of this agreement to arbitrate (a “Claim”), will be resolved exclusively by final and binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it will not be disclosed beyond the arbitration proceedings, except as may be required by applicable law.

If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Sprinkles Party Connect will pay as much of the administrative costs and arbitrator’s fees required for the arbitration, as the arbitrator deems necessary, to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

This arbitration agreement does not preclude You from seeking action by federal, state, or local government agencies. You and Sprinkles Party Connect also have the right to bring qualifying claims in small claims court. In addition, You and Sprinkles Party Connect retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms of Use.

Neither you nor Sprinkles Party Connect may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only Your and/or Sprinkles Party Connect's individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial.

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR Sprinkles Party Connect WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION. If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section will continue in full force and effect. This Section of these Terms will survive the termination of Your relationship with Sprinkles Party Connect.

9.7. The Terms of Service shall be governed by the laws of the State of Georgia, without regard to its conflict of laws provisions. For purposes of jurisdiction over a claim under this Terms of Service, any action or proceeding arising out of or related to the Terms of Service may only be brought in the state or federal courts in Georgia and exclusive venue shall be in the Court having jurisdiction over Fulton County, Georgia. Each party hereby consents to the exclusive jurisdiction of such courts with respect thereto. English is the governing language for: (i) Sprinkles Party Connect; (ii) Your Sprinkles Party Connect account; (iii) the Terms of Service; (iv) negotiations related to the Terms of Service or Your use of the Sprinkles Party Connect Platform, and (v) the resolution of disputes related to the Terms of Service or Your use of the Sprinkles Party Connect Platform, including negotiations, litigation, mediation or arbitration.

9.8. Contact and Notice. Should you have any questions about our Terms of Service or Privacy Policy, or if you would like to exercise any of the rights available to you under either, please email us at support@sprinklespartyconnect.com or contact us a1445 Woodmont Ln #3559 Atlanta, GA 30318.

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