About InList

MEMBER TERMS OF USE AGREEMENT

IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING OR OTHERWISE USING THE APPLICATION WHICH WILL BE PROVIDED AFTER YOU ACCEPT THIS MEMBER TERMS OF USE AGREEMENT (THE "AGREEMENT"). BY CLICKING ON THE "I ACCEPT" BUTTON, MEMBER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF MEMBER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK THE "I ACCEPT" BUTTON, AND THIS AGREEMENT WILL NOT GO INTO EFFECT.

This Agreement, effective as of the date identified below, (the "Effective Date"), by and between InList Inc, a Florida corporation having its mailing address at 1691 Michigan Ave, Suite 435, Miami Beach, FL 33139 (the "Company"), and the person identified below (the "Member").

WHEREAS, Company is a membership-based organization allowing its approved members ("VIPs") to book reservations for nightlife entertainment and special events (the "Service") at approved nightclubs, venues and bars (the "Venues") through its mobile web application or the website located at http://www.inlist.com (collectively, the "Application");

WHEREAS, Company has entered into a contractual relationship with the Venues allowing VIPs to book reservations for nightlife entertainment;

WHEREAS, Member is twenty-one years of age or older, and desires to use Company's Application to book reservations for nightlife entertainment at one or more of the Venues.

NOW, THEREFORE, in consideration of these premises, and the mutual promises and covenants in this Agreement, the parties hereby agree as follows:

1. Membership. Member must be a VIP to use Company's Service through the Application. Without approval by Company, Member shall not utilize the Service. Even after Member is approved by Company and becomes a VIP, Company reserves the right to revoke, for any reason, Member's VIP status and discontinue Member's ability to use the Service.
2. Registration Data. To utilize the Service, Member must register with the Company. Member agrees to:
   • provide accurate, current and complete information about himself or herself as may be prompted by any signup, login or registration forms made available utilize the Service (the "Registration Data");
   • maintain and update the Registration Data, and any other information Member provides to Company, in order to keep it current and accurate; and
   • accept all risk of unauthorized access to Registration Data and any other information Member provides to Company. Once Member creates his or her account using the Application, Member shall not share his or her account login and password with, or otherwise allow access to the Service by, any other individuals other than Member.
3. Reservations. All reservations for nightlife entertainment by Member must be made on or before 11:00 PM, or at such time the venue opens, on the date desired to receive such entertainment. Any nightlife reservations made after 11:00 PM, or at such time the venue opens, may not be valid, unless Company indicates otherwise. Each nightlife reservation made by Member will be subject to a minimum order amount charge that will be determined by each Venue based on the group size of the reservation and the event date (the "Table Minimum"). In most cases nightlife reservation Table Minimums will be paid at the venue upon Member's arrival. The Venue will then apply the Table Minimum as a credit towards purchases at the venue on that date. Special event reservations, including InList access, may require pre-payment before reservations are secured. Special event reservations cannot be cancelled. Special event reservations (e.g. InList Access, New Year's Eve) may only be refunded due to event cancellation, in accordance with the venue's cancellation policy, or if the tickets are unusable in any way that is not due to the fault of the Member (such as failing to provide valid ID) and not due to causes beyond InList's reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event.
4. InList VIP Code of Conduct. In order for Member to maintain his or her VIP status and ability to utilize the Service, he or she must adhere to the InList VIP Code of Conduct (the "Code of Conduct"), attached hereto as Exhibit A. If Member violates the Code of Conduct, he or she will lose VIP status and the ability to utilize the Application and Service.
5. Entry to the Venue. If reservations for nightlife entertainment have been made, Member and his or her entire reservation party must enter the Venue no later than 12:30 AM the night of the entertainment, or at such other time requested by the venue or InList. If Member and his or her entire reservation party are not at and ready to enter the Venue by the requested time or earlier, Member and his or her reservation party may forfeit their reservation.
6. Seating in the Venue. InList does not guarantee that Member and his or her reservation party will be seated at their desired location in the nightlife Venue until after the reservation is confirmed by the venue and the seating location is confirmed by the venue.
7. License. Subject to the terms of this Agreement, Company grants Member a non-exclusive, non-transferable and revocable license to use the Application on any mobile device Member owns or controls. The terms of this license will also govern any upgrades provided by Company that replace or supplement the original Application, unless the upgrade is accompanied by a separate license.
8. Member Content in Use of Application. The Application includes forums and other interactive areas or services ("Interactive Areas") in which Member or other VIPs are able to create, post or share content, materials, data, information, text, photos and/or other materials ("VIP Content"). Member is solely responsible for his or her use of such Interactive Areas and the VIP Content he or she shares. Member agrees not to post, upload to, transmit, distribute, store, create, or otherwise publish through the Application any of the following:
   • VIP Content that is libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, violent, harassing, hateful, threatening, offensive, discriminatory, prejudiced, abusive, seditious, fraudulent, deceptive or otherwise objectionable;
   • VIP Content that is illegal or unlawful, solicits or encourages criminal activity, or would otherwise create liability or violate any local, state, national or international law;
   • VIP Content that may infringe or violate any U.S. intellectual property rights of any third party;
   • Unsolicited promotions, political campaigning or commercial messages (SPAM), or any chain messages or VIP Content designed to deceive or defraud another VIP;
   • Private information of any third party; and
   • Viruses, corrupted data or other harmful, disruptive or destructive files or code, script or other software designed to automate any functionality on the Application without Company's prior written consent.
9. Member Conduct in Use of Application. Member agrees to be solely responsible for his or her conduct while using the Application and that he or she will not do any of the following in using the Application:
   • Create an account, post any content, or otherwise use the Application or Service if Member is not at least 21 years of age;
   • Use the Application in any manner that could interfere with, disrupt, inhibit or otherwise negatively affect other VIPs from fully enjoying the Application or Service, or that could impair the function, disable or otherwise damage the Application or Service;
   • Collect personal information about other VIPs, or intimidate, threaten, stalk, or otherwise harass or cause discomfort to other VIPs using the Application or Service;
   • Use the Application or Service for any commercial purpose;
   • Use the Application or Service for any illegal or unauthorized purpose, promote or encourage any illegal activity or activity that violates this Agreement;
   • Modify, adapt, hack or attempt to compete with the Application or Service; and
   • Infringe upon or violate the rights of Company, other VIPs or any third-party.
10. Compliance with the Digital Millennium Copyright Act. Company respects the rights of all copyright holders and in this regard, it has adopted and implemented a policy that provides for the termination in appropriate circumstances of users of the Application who infringe the rights of copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Company's Copyright Agent the following information required by the Digital Millennium Copyright Act, 17 U.S.C. Section 512:
    • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
    • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
    • Identification of the VIP Content that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and the information reasonably sufficient to permit Company to locate the VIP Content;
    • Information reasonably sufficient to permit Company to contact the complaining party;
    • A statement that the complaining party has a good faith belief that the use of the VIP Content in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
    • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For copyright inquiries under the Digital Millennium Copyright Act, please contact Company's Copyright Agent at:
      Gideon Kimbrell
      Copyright Agent
      InList Inc
      1691 Michigan Ave, Suite 435
      Miami Beach, FL 33139
      legal@inlist.com
11. Privacy Policy. The InList Privacy Policy (the "Privacy Policy"), attached hereto as Exhibit B, details how Company collects and uses the personal information provided by VIPs using the Application.
12. Company's Use of Data. Member shall allow Company to collect and use Member's technical data, personal information and related information in connection with his or her use of the Application; including, but not limited to, contact information and technical information about his or her device, system and application software, and peripherals, that are gathered periodically to facilitate the features and functionality of the Application and of software updates, product support and other services.
13. Restrictions. Member shall not do, and shall not authorize or permit any third party to do, any of the following:
    • Distribute or make the Application available over a network where it could be used by multiple devices at the same time;
    • Rent, lease, lend, sell, redistribute or sublicense the Application;
    • Disassemble, reverse engineer, copy, attempt to derive the source code of, modify or decompile the Application;
    • Use any device, software or routine to interfere with the proper working of the Application; and
    • Remove, alter, or obscure any copyright, trademark or other proprietary rights notice on or in the Application.
14. Automated Requests. Member shall not abuse the Service or Application by sending automated requests.
15. Compatibility with Mobile Devices. Company does not warrant that its Application will be compatible or interoperable with Member's mobile device or any other hardware, software or equipment installed on or used in connection with Member's mobile device.
16. Carrier Charges. Use of Company's Application to book nightlife entertainment may require use of phone service, data access and text messaging capabilities. Member agrees that Company will not be responsible for any applicable carrier rates for phone, data and text messaging associated with the use of Company's Application.
17. Term. This Agreement shall commence on the Effective Date and remain in effect until terminated by either party in accordance with the terms herein.
18. Termination or Modification of Application. Company reserves the right to change, suspend, remove, discontinue or disable Member's access to the Application. In no event shall Company be liable for the removal or disabling of Member's access to the Application.
19. Termination of Agreement. This Agreement and the Service may be terminated immediately upon written notice:
    • By Company if Member breaches any material provision of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice of such breach;
    • By Company for Member's violation of the Code of Conduct;
    • By Company for convenience at any time upon notice to Member; and
    • By Member upon fifteen (15) days written notice to Company.
20. Effect of Termination. Upon termination of this Agreement:
    • Company shall deactivate Member's user logins and passwords and terminate Member's access to the Application and Service, and Customer shall immediately cease all use of the Application and Service;
    • Company shall have the right to delete the Registration Data and any other data stored in connection with the Service; and
    • the License granted to Member under the terms of this Agreement will be revoked. Any use of the Application or Service after termination is unlicensed and is in violation of the copyright and other rights of Company. Termination shall not relieve Member of the obligation to pay any fees accrued or payable to Company prior to the effective date of termination. If termination is due to Member's breach of this Agreement or Code of Conduct, Member shall lose any Credit, if any, it has accumulated.
21. Surviving Provisions. The following provisions shall survive termination of this Agreement: Sections 5, 9, 10, 11, 23, 24, and 25, as well as any other terms hereof that by their intent or meaning would reasonably be deemed as intended to so survive.
22. Disclaimer of Warranty. MEMBER RECOGNIZES THAT THE APPLICATION AND DOCUMENTATION ARE PROVIDED "AS IS." NO WARRANTIES OF ANY KIND ARE GIVEN BY COMPANY, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS, MERCHANTABILITY OR NON-INFRINGEMENT. THE PARTIES ACKNOWLEDGE THAT THE APPLICATION MAY CONTAIN DEFECTS, "BUGS" AND OTHER ERRORS AND/OR INOPERABLE FEATURES THAT COULD ADVERSELY AFFECT THE USE OR PERFORMANCE OF THE APPLICATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. ANY WARRANTIES THAT BY LAW SURVIVE THE FOREGOING DISCLAIMERS SHALL TERMINATE NINETY (90) DAYS FROM THE DATE MEMBER RECEIVED THE APPLICATION.
23. Limitation of Liability. IN NO EVENT WILL COMPANY BE LIABLE FOR LOST DATA, LOSS OF BUSINESS OR ANTICIPATORY PROFITS OR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR ANY LIABILITY IN TORT, INCURRED BY OR UNDER THIS AGREEMENT OR OTHERWISE RESULTING FROM MEMBER'S USE OF THE APPLICATION OR ANY OTHER MATERIALS PROVIDED TO MEMBER UNDER THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL COMPANY'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
24. Indemnification. Member shall indemnify, hold harmless and defend Company and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, that are incurred by Indemnified Party or awarded against Indemnified Party, arising out of any third-party claim resulting from:
    • Member's use of Company's Application or Services;
    • injury to or death of any person or any damage to or loss of property at the nightclub which is due to the negligence and/or willful acts of Member or other persons in Member's reservation group;
    • any breach by Member of the terms of this Agreement or the Code of Conduct; or
    • any violation by Member of any third party's rights.
25. Governing Law. This Agreement shall be governed by the laws of the State of Florida, without reference to conflicts of law principles.
26. Attorneys' Fees. If either party commences any action or proceeding against the other party to enforce this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party the actual costs, expenses and attorneys' fees (and all related costs and expenses), incurred by such prevailing party in connection with such action or proceeding and in connection with enforcing any judgment or order thereby obtained.
27. Legal and Equitable Remedies. The parties agree that there shall be no adequate remedy at law for the Company's suffering a breach of any of the provisions of this Agreement. In the event of breach of any provisions hereof by Member, the parties agree that the Company shall be entitled to money damages in addition to any other rights or remedies that it may have in equity or at law.
28. Entire Agreement and Modification. This Agreement, Code of Conduct and Privacy Policy set forth the entire agreement and understanding between Company and Member relating to the subject matter herein and merge all prior and contemporaneous agreements between the parties. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged.
29. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns. This Agreement and the rights and obligations hereunder are not assignable by Member without Company's prior written consent. Any assignment in contravention of this Agreement shall be null and void ab initio. Company may assign at any time and without Member's consent.
30. Severability. If any provision of this Agreement is deemed to be invalid or inoperative for any reason, that part shall be deemed modified to the extent necessary to make it valid and operative, or if it cannot be so modified, then severed, and the remainder of the Agreement shall continue in full force and effect as if the Agreement had been signed with the invalid portion so modified or eliminated.