Please note that these Terms contains an arbitration clause and class action waiver. By agreeing to the Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and that you waive your right to participate in class actions, class arbitrations, or representative actions.
1. Updates to Terms.
We reserve the right to update or modify the Terms at any time, and will notify you of any update or modification. Your use of the Service following any update or modification constitutes your agreement to follow and be bound by the new Terms. The updates or modifications will not be retroactive, and the most current version of the Terms will govern our relationship with you.
2. The Service.
Based on your current membership, the Service will consist of a combination of:
- Registration access to festival events and open houses.
- A profile in our directory of members, available to view by other members if set to public.
- A central point of access to year-round events from our curated calendar.
- Ability to propose listings for the year-round calendar or festival line-up, depending on support level.
- Power Organizer: Unlimited, free listings for accepted programming.
- Community Member: Fees for accepted listings.
2.1. Reserved Rights. We reserve the right, in our sole discretion and without prior notice or liability to you, to: (i) modify or stop providing the Service or any part of the Service to you or to users generally; (ii) remove or refuse to distribute any Content on the Service; (iii) suspend or terminate users; or (iv) reclaim usernames.
3. Use of the Service.
You may use the Service only if you can form a binding contract with DWP 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 Service 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 Service only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.
You must create an account and provide payment to access the Service. Payments are nonrefundable and will automatically renew until you cancel your account, which you may do at any time through your account preferences. Your right to use the Service is contingent upon our receipt of your payment for the Service. We reserve the right to change any fees that we charge, or to institute new or additional fees, at any time in our discretion.
5. Ownership and Intellectual Property.
The Service and Content are subject to trademark, copyright, and other intellectual property rights or licenses held by DWP. No right, title, or interest in any content or materials is transferred to you as a result of your use of the Service or Content.
5.1. License to You. We grant you a personal, worldwide, royalty free, nontransferable, nonsublicensable, revocable, and nonexclusive license to use the Service and access the Content, provided that: (i) you will not transfer, give access to, copy, or distribute any part of the Service or Content without our prior written consent; (ii) you will not attempt to reverse engineer, alter, disrupt, or modify any part of the Service or Content; and (iii) you will comply with these Terms.
6. LIMITED LIABILITY.
Neither party will be liable for any indirect, special, incidental, or consequential damages, or lost profits, that may arise in connection with the Terms. DWP’s liability arising out of the Terms will not exceed the amount actually paid to DWP under the Terms.
7. EXCLUSION OF IMPLIED AND OTHER WARRANTIES.
The Service and Content are provided “AS IS”. DWP makes no warranties, express or implied, and disclaims all implied warranties, including any warranty of merchantability or warranty of fitness for a particular purpose.
You shall indemnify DWP and its directors, officers, agents, and representatives (each an “Indemnified Party”) against any claims, actions, damages, liabilities, losses, or costs, including attorneys’ fees and costs incurred in the settlement or avoidance of any such claim, incurred by or asserted against any Indemnified Party resulting from or arising in connection with: (i) your access to or use of the Service or Content; or (ii) any breach or alleged breach by you of any of your representations, warranties, covenants, or obligations under these Terms.
You may terminate these Terms at any time by deactivating your accounts and discontinuing your use of the Service and Content. We may suspend or terminate your accounts or these Terms, or cease providing you with all or part of the Service or Content, at any time and will make reasonable efforts to notify you of such action.
You shall not transfer or assign these Terms or any right or obligation in these Terms, by operation of law or otherwise, without the prior written consent of DWP.
You and DWP agree that any dispute or claim arising from or relating to the Terms will be settled by final and binding arbitration using the English language and administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. Arbitration will be handled by a sole arbitrator in accordance with those rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under the Terms will take place on an individual basis. Class arbitrations and class actions are not permitted. You understand that by agreeing to the Terms, you and DWP are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court, and your claim remains on an individual, non-representative, and non-class basis. Payment for any and all reasonable AAA filing, administrative, and arbitrator fees will be in accordance with the Consumer Arbitration Rules.
12. General Terms.
These Terms constitute the entire agreement between the parties with respect to the Service. Except as provided in these Terms, no term or condition of the Terms may be amended or deemed waived, except by a writing signed by the parties that refers to the Terms. If any term or part of a term of the Terms is invalid, illegal, or unenforceable, the rest of the Terms will remain in effect. These Terms will be governed by and construed in accordance with the laws of the state of Oregon, without regard to conflict of laws principles. Any claim or arbitration arising out of these Terms, including tort claims, must be resolved in Multnomah County, Oregon.