Welcome to Zarp!
Thank you for using our Service.
The Service is provided by Zarp Ltd with registered office at 71-75 Shelton Street, Covent Garden, WC2H9QJ, London, United Kingdom. Zarp Ltd is a company registered in England and Wales under the number 10936976.
By using our Service, you are agreeing to these terms. Please read them carefully.
Terms of Service
IN SOME COUNTRIES, ARTISTS MUST REGISTER AS PROFESSIONAL ARTISTS, GET A PERMIT, OR OBTAIN A LICENSE BEFORE LISTING AN ACT OR ACCEPTING BOOKINGS. ARTISTS SHOULD REVIEW LOCAL LAWS BEFORE LISTING AN ACT ON ZARP.
1. Definitions and Interpretation
Zarp provides an online platform that connects Artists who perform or tutor an art to list and book with Clients seeking to book such acts (the "Service"). This Service is accessible at www.zarp.co and any other Websites through which Zarp makes the Service available (the "Website").
If you are using the Website, these Terms of Service are between you and Zarp Ltd., hereinafter referred to as "Zarp", "we", "us", or "our".
"Act" means either a performance or a class.
"Artist" means a Member who creates a Listing via the Website.
"Booking" means a limited license granted by the Client to the Artist to enter and use the Premises for the limited duration of the confirmed booking, in accordance with the Client's agreement with the Artist.
"Booking Request Period" means the time period starting from the time when a Booking is requested by a Client (whenever a direct Booking is not viable), within which an Artist may decide whether to confirm or reject that Booking request. Different Booking Request Periods may apply in different places.
"Collective Content" means Member Content and Zarp Content.
"Communication" means an email, message via the Website or a text message.
"Content" means text, graphics, images, music, software (excluding the Website), audio, video, information or other materials.
"Client" means a Member who requests from an Artist a Booking for an Act via the Website, or a Member who enjoys an Act and is not the Artist for the associated Listing.
"Listing" means an Act that is listed by an Artist as available for Booking via the Website.
"Member" means a person who completes Zarp's account registration process, including but not limited to Artists and Clients, as described under "Account Registration" below.
"Member Content" means all Content that a Member posts, uploads, publishes, submits, transmits, or includes in their Listing, Member profile or Zarp promotional campaigns to be made available through the Website.
"Premises" means the place where the act, whether a performance or a class, is to take place.
"Tax" or "Taxes" mean any sales taxes, value added taxes (VAT), goods and Service taxes (GST), fees (such as convention center fees) and other similar personal or corporate income taxes.
"Zarp Content" means all Content that Zarp makes available through the Website, or related promotional campaigns and official social media channels, including any Content licensed from a third party, but excluding Member Content.
2. Terms of Service
In addition, certain areas of the Website (and your access to or use of certain aspects of the Service or Collective Content) may have different terms and conditions, standards, guidelines, or policies posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Website, Service, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Website, Service, or Collective Content.
If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Website, or Service. Failure to use the Website or Service in accordance with these Terms may subject you to civil and criminal penalties.
THE WEBSITE AND SERVICE COMPRISE AN ONLINE PLATFORM THROUGH WHICH ARTISTS MAY CREATE LISTINGS FOR ACTS AND CLIENTS MAY LEARN ABOUT AND BOOK ACTS DIRECTLY WITH THE ARTISTS. YOU UNDERSTAND AND AGREE THAT ZARP IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN ARTISTS AND CLIENTS, NOR IS ZARP AN AGENT OR INSURER.
ZARP HAS NO CONTROL OVER THE CONDUCT OF ARTISTS, CLIENTS AND OTHER USERS OF THE WEBSITE AND SERVICE OR ANY ACTS, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.
IF YOU CHOOSE TO CREATE A LISTING ON ZARP, YOU UNDERSTAND AND AGREE THAT YOUR RELATIONSHIP WITH ZARP IS LIMITED TO BEING A MEMBER AND AN INDEPENDENT, THIRD-PARTY CONTRACTOR, AND NOT AN EMPLOYEE, AGENT, JOINT VENTURER OR PARTNER OF ZARP FOR ANY REASON, AND YOU ACT EXCLUSIVELY ON YOUR OWN BEHALF AND FOR YOUR OWN BENEFIT, AND NOT ON BEHALF OF OR FOR THE BENEFIT OF ZARP.
ZARP DOES NOT CONTROL, AND HAS NO RIGHT TO CONTROL, YOUR LISTING, YOUR OFFLINE ACTIVITIES ASSOCIATED WITH YOUR LISTING, OR ANY OTHER MATTERS RELATED TO ANY LISTING, THAT YOU PROVIDE. AS A MEMBER YOU AGREE NOT TO DO ANYTHING TO CREATE A FALSE IMPRESSION THAT YOU ARE ENDORSED BY, PARTNERING WITH, OR ACTING ON BEHALF OF OR FOR THE BENEFIT OF ZARP, INCLUDING BY INAPPROPRIATELY USING ANY ZARP INTELECTUAL PROPERTY.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE WEBSITE OR SERVICE OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE WEBSITE, OR THROUGH THE SERVICE, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND RECEIVE OUR SERVICE, WHETHER OR NOT YOU HAVE REGISTERED WITH THE WEBSITE.
IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE WEBSITE, SERVICE, OR COLLECTIVE CONTENT.
If you accept or agree to these Terms on behalf of a group of Artists, you represent and warrant that you have been granted the authority to bind that group of Artists to these Terms and, in such event, you and your will refer and apply to YOU AS THE LEGALLY BINDING REPRESENTANTIVE OF that group of Artists.
If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity.
Zarp reserves the right, at its sole discretion, to modify the Website or Service or to modify these Terms, including the Service Fees, at any time and without prior notice. If we modify these Terms, we will post the modification on the Website and/or provide you notice of the modification by email. We will also update the "Last Updated" date at the top of these Terms. Changes to the Terms will be effective at the time of posting. Your continued access or use of the Website or Service will constitute acceptance of the modified Terms. Additionally, if the modified Terms contain material changes applicable to existing Members (by decreasing your rights or increasing your responsibilities), we will provide you with notice prior to the changes taking effect. If the modified Terms are not acceptable to you, your only recourse is to cease using the Website and Service. If you do not close your Zarp Account you will be deemed to have accepted the changes.
The Website and Service is intended solely for persons who are 16 or older. Any access to or use of the Website or Service by anyone under 16 is expressly prohibited. By accessing or using the Website or Service you represent and warrant that you are 16 or older.
Zarp will, to the extent permitted by applicable laws and if we have sufficient information to identify a user, perform a background or registered sex offender check in our sole discretion. You agree and authorize us to use your personal information, such as your full name and date of birth, to obtain such reports.
5. How the Website and Service Work
The Website and Service can be used to facilitate the listing and Booking of Acts. Such Acts are included in Listings on the Website and Service by Artists. You may view Listings as an unregistered visitor to the Website and Service; however, if you wish to book an Act or create a Listing, you must first register to create a Zarp Account (defined below).
As stated above, Zarp makes available an online platform or marketplace with related technology for Clients and Artists to meet online and arrange for Bookings of Acts directly with each other. Unless explicitly specified otherwise in the Zarp platform, Zarp's responsibilities are limited to facilitating the availability of the Website and Service.
PLEASE NOTE THAT, AS STATED ABOVE, THE WEBSITE AND SERVICE IS INTENDED TO BE USED TO FACILITATE ARTISTS AND CLIENTS CONNECTING AND BOOKING ACTS DIRECTLY WITH EACH OTHER. ZARP CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY ACTS. ZARP IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND ACTS. ACCORDINGLY, ANY BOOKINGS WILL BE MADE OR ACCEPTED AT THE MEMBER’S OWN RISK.
6. Account Registration
In order to access certain features of the Website, and to book an Act or create a Listing, you must register to create an account ("Zarp Account") and become a Member. You may register to join the Service directly via the Website or as described in this section.
You can also register to join by logging into your account with certain third-party social networking Websites ("TPA") (including, but not limited to, Facebook and Instagram; being each such account, a "Third-Party Account"), via our Website, as described below. As part of the functionality of the Website and Service, you may link your Zarp Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to Zarp through the Website or Service; or (ii) allowing Zarp to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You acknowledge that you are entitled to disclose your Third-Party Account login information to Zarp and/or grant Zarp access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Zarp to pay any fees or making Zarp subject to any usage limitations imposed by such third-party service providers. By granting Zarp access to any Third-Party Accounts, you understand that Zarp will access, make available and store (if applicable) any Content that you have provided to and stored in your Third-Party Account ("TPA Content") so that it is available on and through the Website and Service via your Zarp Account and Zarp Account profile page. Unless otherwise specified in these Terms, all TPA Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts will be available on and through your Zarp Account on the Website and Service. Please note that if a Third-Party Account or associated service becomes unavailable or Zarp's access to such Third-Party Account is terminated by the third-party service provider, then TPA Content will no longer be available on and through the Website and Service. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. Zarp makes no effort to review any TPA Content for any purpose, including but not limited to for accuracy, legality or non-infringement and Zarp is not responsible for any TPA Content.
Your Zarp Account and your Zarp Account profile page will be created for your use of the Website based upon the personal information you provide to us or that we obtain via an TPA as described above.
You may not have more than one (1) active Zarp Account.
You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Zarp reserves the right to suspend or terminate your Zarp Account and your access to the Website and Service if you create more than one (1) Zarp Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these Terms of Service.
You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party.
Unless expressly authorized by a specific feature on Zarp, you are not permitted to share your Zarp Account with anyone or allow others to access or use your Zarp Account. Zarp may enable features, in our discretion, that allow other Members to take certain actions associated with your Zarp Account, on your behalf with your express authorization, such as having your executive assistant or employer book on your behalf or adding a family member to your account as an additional Client. You agree that you will take sole responsibility for any activities or actions under your Zarp Account, whether or not you have authorized such activities or actions. You will immediately notify Zarp of any unauthorized use of your Zarp Account.
As a Member, you may create Listings. To create a Listing, you will be asked a variety of questions about the Act to be listed, including, but not limited to the duration, special requirements, features, and pricing of the Act. Listings will be made publicly available via the Website and Service. You understand and agree that the placement or ranking of Listings in search results may depend on a variety of factors, including, but not limited to, Client and Artist preferences and ratings.
Other Members will be able to book your Act via the Website and Service based upon the information provided in your Listing, your Client requirements, and Clients’ search parameters and preferences.
You understand and agree that once a Client requests a Booking of your Act, you may not request the Client to pay a higher price than what you have established in your Listing.
You understand and agree that any artefacts or works of art that might be produced during or result from an Act are the sole property of the Client.
You understand and agree that you alone are responsible for any and all Listings and Member Content you post. Accordingly, you represent and warrant that any Listing you post and the Booking of an Act in a Listing you post will:
(a) be in compliance with all applicable laws, Tax requirements, Intellectual Property laws, and rules and regulations that may apply to any Act included in a Listing you post (including having all required permits, licenses and registrations), and
(b) not conflict with the rights of third parties.
Please note that Zarp assumes no responsibility for an Artist's compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. Zarp reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that Zarp, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Website or Service.
If you are an Artist, you understand and agree that Zarp does not act as an insurer or as your contracting agent. If a Client requests a Booking of your Act and hosts your Act, any agreement you enter into with such Client is between you and the Client and Zarp is not a party to it.
When you create a Listing, you may also choose to include certain requirements which must be met by the Members who are eligible to request a Booking of your Act, such as requiring Members to have a profile picture or verified phone number, in order to book your Acts. Any Member wishing to book Acts included in Listings with such requirements must meet these requirements. More information on how to set such requirements is available via the "Becoming an Artist" section of the Website and Service.
If you are an Artist, Zarp makes certain tools available to you to help you to make informed decisions about which Members you choose to confirm for Booking for your Acts. You acknowledge and agree that, as an Artist, you are responsible for your own acts and omissions and are also responsible for the actions and omissions of any individuals who are present during an Act at your request or invitation, excluding the Client and the individuals the Client invites to an Act.
Zarp recommends that Artists obtain appropriate insurance for their Acts. Please review any insurance policy that you may have for your Acts carefully, and in particular please make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of or relating to Clients (and the individuals the Client invites to an Act, if applicable) during your Acts. Please also review such policy for any interaction with the Zarp Protection Insurance Program, to the extent provided in your jurisdiction.
Zarp may offer Artists the option of having professionals take photographs of or record their Acts. If you as an Artist choose to have a professional do this, Zarp shall own all copyrights in photographs taken or materials recorded, but all these materials will be made available to you to include in your Listing with a watermark or tag bearing the words "Zarp Verified Photo" or similar wording ("Verified Images"). You agree that you alone are responsible for ensuring that your Listing is accurately represented in the Verified Images and other materials. You alone are responsible for using the Verified Images and other materials for your Listing and you warrant that you will cease to use the Verified Images or any other images if such images cease to accurately represent your Listing or if you cease to be an Artist for the Listing featured. All images, materials and content created by these professionals constitute Zarp Content, regardless of whether you include them in your Listing and you agree not to use them except in your Listing without prior authorization from Zarp. If your Zarp Account is terminated or suspended for any reason, you shall not use Verified Images and any of these materials in any way. You agree that Zarp retains its right to and may use the Verified Images and other materials for advertising, marketing, commercial and other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation.
8. No Endorsement
Zarp does not endorse any Member, Listing or Act. You understand that Verified Images and other materials are intended only to indicate a representation of the Act at the time the photograph was taken or the recording was made. Verified Images and other materials are therefore not an endorsement by Zarp of any Member, Listing or Act.
Members are required by these Terms to provide accurate information. Although Zarp may, for transparency or fraud prevention or detection purposes, directly or through third parties, ask you to provide a form of government identification, your date of birth, and other information, or undertake additional checks and processes designed to help verify or check the identities or backgrounds of Members and/or screen Member information against third party databases or other sources, we do not make any representations about, confirm, or endorse any Member or the Member's purported identity or background.
By registering for a Zarp Account, you agree that Zarp may - but is not obligated to - request a consumer report on you from a Consumer Reporting Agency. If we do request a consumer report, we’ll request and use it in compliance with applicable law, including the Fair Credit Reporting Act.
Any references in the Website or Service to a Member being "verified" or "connected" (or similar language) only indicate that the Member has completed a relevant verification or identification process, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by Zarp about any Member, including of the Member's identity and whether the Member is trustworthy, safe or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of others whom you contact or interact with via the Website and Service. We therefore recommend that you always exercise due diligence and care when deciding whether to book an Artist or to accept or pre-approve a Booking request from a Client, or to have any other interaction with any other Member. We are not responsible for any damage or harm resulting from your interactions with other Members.
By using the Website or Service, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from Zarp with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Members on the Website and Service regarding any Bookings or Listings made by you. This limitation shall not apply to any claim by an Artist against Zarp regarding the remittance of payments received from a Client by Zarp on behalf of an Artist, which instead shall be subject to the limitations described in the section below entitled "Limitation of Liability".
9. Bookings and Financial Terms
A. Key definitions
"Act Fees" means the amounts that are due and payable by a Client in exchange for the Artist's Act. The Artist alone, and not Zarp, is responsible for the Act Fees for his or her Listing. The Artist may in his or her sole discretion decide to include in these amounts (i) a transport fee or any other fee permitted on the Zarp platform, or (ii) Taxes that the Artist determines that he or she has to collect.
"Client Fees" means the fee that Zarp charges a Client for the use of the Service, which is calculated as a percentage of the applicable Act Fees. The Client Fees will be displayed to the Client when the Client is asked whether to Book an Act or send a Booking request to an Artist.
"Artist Fees" means the fee that Zarp charges an Artist for the use of the Service, which is calculated as a percentage of the applicable Act Fees.
"Payment Method" means a payment method that you have added to your Zarp Account, such as a credit card, debit card or PayPal.
"Service Fees" means collectively the Client Fees and the Artist Fees.
"Total Fees" means collectively the Act Fees and the Client Fees plus any Taxes.
B. Payment Processing Services
Payment processing services on Zarp are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (the "Stripe Services Agreement"). By using Zarp to buy or sell services you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time.
As a condition of Zarp enabling payment processing services through Stripe, you agree to provide Zarp accurate and complete information about you and your business, and you authorize Zarp to share it and any transaction information related to your use of the payment processing services provided by Stripe. Stripe is processing charges on the users’ behalf. Although Zarp is initiating and managing the transactions, funds are not flowing through Zarp itself.
C. Bookings and Financial Terms for Artists
If you are an Artist and a Booking is requested for your Act via the Website or Service, you will be required to either pre-approve, confirm or reject the Booking request within the Booking Request Period, otherwise the Booking request will automatically expire. When a Booking is requested via the Website or Service, we will share with you (i) the first and last name of the Client who has requested the Booking, (ii) a link to the Client's Zarp Account profile page, (iii) if the Client and Artist have both connected their Zarp accounts to TPA and have not turned off sharing of social connections, the names of any shared connections on such TPA, and (iv) an indication of whether or not the Client has provided other information to Zarp, such as a verified email address, connection to TPAs, or a government ID. If you are unable to confirm or decide to reject a Booking request within the Booking Request Period, any amounts collected by Zarp (via Stripe) for the requested Booking will be refunded to the applicable Client. When you confirm a Booking requested by a Client, Zarp will send you a Communication confirming such Booking, depending on the selections you make via the Website and Service.
Zarp (via Stripe) will collect the Total Fees from Clients at the time of the Booking request or upon the Artist's confirmation and will initiate payment of the Act Fees (less applicable fees and taxes) to the Artist at the time and as further described in the Payment Terms below.
D. Bookings and Financial Terms for Clients
The Artists, not Zarp, are solely responsible for honoring any confirmed Bookings and perform any Acts booked through the Website and Service. If you, as a Client, choose to enter into a transaction with an Artist for the Booking of an Act, you agree and understand that you will be required to enter into an agreement with the Artist and you agree to accept any terms, conditions, rules and restrictions associated with such Act imposed by the Artist.
You acknowledge and agree that you, and not Zarp, will be responsible for performing the obligations of any such agreements, that Zarp is not a party to such agreements, and that, with the exception of Zarp's obligations pursuant to these Payments Terms, Zarp (inclusive of all subsidiaries) disclaims all liability arising from or related to any such agreements.
The Total Fees payable will be displayed to a Client before the Client sends a Booking request to an Artist. As noted above, the Artist is sometimes required to pre-approve, confirm or reject the Booking request within the Booking Request Period; otherwise, the requested Booking will be automatically cancelled. Upon receipt of your Booking request, Zarp (via Stripe) may initiate a pre-authorization and/or charge a nominal amount to your Payment Method pursuant to these Terms. If a requested Booking is cancelled (i.e. not confirmed by the applicable Artist), any amounts collected by Zarp (via Stripe) will be refunded to such Client, depending on the selections the Client makes via the Website, and any pre-authorization of such Client's Payment Method will be released, if applicable.
You as a Client agree to pay the Total Fees for any Booking requested, and in most cases confirmed, in connection with your Zarp Account. Once your confirmed Booking transaction is complete you will receive a confirmation Communication summarizing your confirmed Booking.
E. Service Fees and Other Fees
In consideration for the use of Zarp's online marketplace and platform, Zarp charges Service Fees. Zarp (via Stripe) collects these Service Fees pursuant to these Terms, and, where applicable, may also collect Taxes (such as VAT in Europe) in respect of the Artist Fees and Client Fees. Zarp deducts the Artist Fees from the Act Fees before remitting the balance to the Artist as described in these Terms. Client Fees are, as noted above, included in the Total Fees.
Applicable Client Fees, as well as Taxes collected by Zarp, will be shown to Clients via the Website at checkout, prior to their submission of a Booking. Zarp will also disclose applicable Artist Fees to Artists via the Website. More information on Service Fees can be found at the Zarp Help Center.
F. General Booking and Financial Terms
Cancellations and Refunds
Both the Client and the Artist can cancel a Booking up to 2 (two) hours after it has been made. This is an automatic procedure put in place to accommodate any unexpected events or circumstances either in the Artist or the Client's lives that will justify the need for a cancellation.
1. If cancelled by the artist,
a. Zarp will refund the client by the full amount paid and suggest similar artists to perform or tutor on the expected date
b. Zarp will contact the Artist to request a clarification of the reasons behind the cancellation. At its sole discretion, Zarp may decide to apply the damages foreseen here below.
2. If cancelled by the client, Zarp will refund the client by the full amount paid.
Once these two hours have passed
I. In the event of a cancellation made up to 30 (thirty) days prior to the day in which the booking is supposed to take place:
1. If cancelled by the artist,
a. Zarp will refund the client by the full amount paid and suggest similar artists to perform or tutor on the expected date.
b. Zarp will retain the Artist Fees, and will deduct this amount from any payouts due to the artist.
2. If cancelled by the client,
a. Zarp will refund the client by the amount paid, after deduction of the Client Fees.
II. In the event of a cancellation made up to 10 (ten) days prior to the day in which the booking is supposed to take place:
1. If cancelled by the artist,
a. Zarp will refund the client by the full amount paid and suggest similar artists to perform or tutor on the expected date
b. Zarp will charge the artist the value corresponding to the Client Fees and the Artist Fees, and will deduct this amount from any payouts due to the artist – all listings of the artist will be temporarily removed from the platform for a maximum of 10 (ten) days at Zarp's sole discretion.
2. If cancelled by the client,
a. Zarp will refund the client by 70 (seventy) per cent of the amount paid, after deduction of the Client Fees
b. Zarp will pay the artist the value correspondent to 30 (thirty) per cent of the value of the listing, after deduction of the Artist Fees.
III. In the event of a cancellation made less than 10 days prior to the day in which the booking is supposed to take place:
1. If cancelled by the artist,
a. Zarp will refund the client by the full amount paid and actively help the client in finding a similar artist to perform or tutor on the expected date – the client must then pay for the full amount of the new booking
b. Zarp will charge the artist with the value corresponding to the Client Fees and Artist Fees, and will deduct this amount from any payouts due to the artist – all listings of the artist will be temporarily removed from the platform for a maximum of 30 (thirty) days at Zarp's sole discretion.
2. If cancelled by the client,
a. No refund whatsoever will be made to the client
b. Zarp will pay the artist the full value of the listing, after deduction of the Artist Fees.
In certain circumstances, Zarp may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed Booking made via the Website and Service.
You as a Client or Artist are responsible for any modifications to a Booking that you direct Zarp Customer Service to make ("Booking Modifications"), and you agree to pay any Act Fees, Client Fees, Artist Fees, Service Fees, and/or Taxes associated with such Booking Modifications.
Tax regulations may require us to collect appropriate tax information from our Artists, or to withhold taxes from payouts to Artists, or both. However, you as an Artist are solely responsible for keeping the information in your tax forms current, complete and accurate. If you as an Artist fail to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold taxes from payments to you, we reserve the right in our sole discretion to freeze all payouts to you until resolution, to withhold such amounts as required by law, or to do both.
You as an Artist understand and agree that you are solely responsible for determining (i) your applicable Tax reporting requirements, and (ii) the Taxes that should be included, and for including Taxes to be collected or obligations relating to applicable Taxes in Listings. You are also solely responsible for remitting to the relevant authority any Taxes included or received by you. Zarp cannot and does not offer Tax-related advice to any Members.
Where applicable, or based upon request from an Artist, Zarp may issue a valid VAT invoice to such Artist.
You understand and acknowledge that appropriate governmental agencies, departments or authorities (the "Tax Authority") where your Act is performed may require Taxes to be collected from Clients or Artists on the amount paid for the Acts, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these taxes may be required to be collected and remitted as a percentage of the Act Fees set by Artists.
11. Damage to Premises
As an Artist, you are responsible for leaving the Premises (including any personal or other property located at the Premises) in the condition they were in when you arrived. You acknowledge and agree that, as an Artist, you are responsible for your own actions and omissions and are also responsible for the actions and omissions of any individuals whom you may include in your Acts.
In the event that a Client claims otherwise and provides evidence of damage ("Damage Claim"), including but not limited to photographs, you agree to pay the cost of replacing the damaged items with equivalent items.
If a Client has a Damage Claim for a confirmed Booking, the Client can seek payment from the Artist through the Resolution Center. The Client may escalate the Damage Claim to Zarp if the Client and Artist are unable to resolve a Damage Claim through the Resolution Center, or immediately in certain circumstances. If a Client escalates a Damage Claim to Zarp, you as an Artist will be notified of the Damage Claim and given an opportunity to respond. If you as an Artist agree to pay the Client in connection with a Damage Claim, or if Zarp determines, in its sole discretion, that you are responsible for damaging the premises during an Act or any personal or other property located at the premises during an Act, Zarp (via Stripe) will collect any such costs from you in accordance with these Terms. Zarp also reserves the right to otherwise collect payment from you and pursue any avenues available to Zarp in this regard in situations in which you have been determined, in Zarp's sole discretion, to have damaged any Premises or any personal or other property located at a Premise.
Both Clients and Artists agree to cooperate with and assist Zarp in good faith, and to provide Zarp with such information and take such actions as may be reasonably requested by Zarp, in connection with any Damage Claims or other complaints or claims made by Members relating to Premises or any personal or other property located at a Premise or with respect to any investigation undertaken by Zarp or a representative of Zarp regarding use or abuse of the Website or the Service.
If you are an Artist, you understand and agree that Zarp may make a claim under your professional liability insurance or other insurance policy related to any damage or loss that you may have caused or been responsible for or to the Premises or any personal or other property located at a Premise. You agree to cooperate with and assist Zarp in good faith, and to provide Zarp with such information as may be reasonably requested by Zarp, in order to make a claim under your professional liability insurance or other insurance policy, including, but not limited to, executing documents and taking such further actions as Zarp may reasonably request to assist Zarp in accomplishing the foregoing.
12. User Conduct
You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Website, Service and Collective Content. In connection with your use of the Website, Service and Collective Content, you may not and you agree that you will not:
A. violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, Tax regulations;
B. use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, "scrape", "crawl" or "spider" any web pages or other Service contained in the Website, Service or Collective Content;
D. use the Website, Service or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Zarp endorsement, partnership or otherwise misleads others as to your affiliation with Zarp;
E. dilute, tarnish or otherwise harm the Zarp brand in any way,
including through unauthorized use of Collective Content,
registering and/or using Zarp or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Zarp domains, trademarks, taglines, promotional campaigns or Collective Content
F. copy, store or otherwise access or use any information contained on the Website, Service or Collective Content for purposes not expressly permitted by these Terms;
G. infringe the rights of Zarp or the rights of any other person or entity, including without limitation, their intellectual property, privacy, publicity or contractual right
H. interfere with or damage our Website or Service, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
I. use our Website or Service to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
J. use our Website, Service or Collective Content in connection with the distribution of unsolicited commercial email ("spam") or advertisements unrelated to lodging in a private residence;
K. "stalk" or harass any other user of our Website, Service or Collective Content, or collect or store any personally identifiable information about any other user other than for purposes of transacting as an Zarp Client or Artist;
L. offer for booking, as an Artist, any Act that you do not yourself are able and entitled to duly perform;
M. offer, as an Artist, any Act that may not be Booked pursuant to the terms and conditions of an agreement with a third party;
N. register for more than one Zarp Account or register for an Zarp Account on behalf of an individual other than yourself;
O. unless Zarp explicitly permits otherwise, request or book any Act if you will not actually be clienting the Act yourself;
P. contact another Member for any purpose other than asking a question related to a Booking, Act, Listing, or the Member's use of the Website and Service;
Q. recruit or otherwise solicit any Artist or other Member to join third-party Service or Websites that are competitive to Zarp, without Zarp's prior written approval;
R. recruit or otherwise solicit any Member to join third-party Service, applications or Websites, without our prior written approval;
S. impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
T. use automated scripts to collect information from or otherwise interact with the Website, Service or Collective Content;
U. use the Website, Service or Collective Content to find an Artist or Client and then complete a Booking of an Act independent of the Website or Service, in order to circumvent the obligation to pay any Service Fees related to Zarp's provision of the Service or for any other reasons;
V. as an Artist, submit any Listing with false or misleading information, including price information, or submit any Listing with a price that you do not intend to honor;
W. violate these Terms;
X. engage in disruptive, circumventive, abusive or harassing behaviour in any area or aspect of our Platform or Service;
Y. post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;
Z. systematically retrieve data or other content from our Website or Service to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
AA. use, display, mirror or frame the Website, Service or Collective Content, or any individual element within the Website, Service or Collective Content, Zarp's name, any Zarp trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Website or Service, without Zarp's express written consent;
AB. access, tamper with, or use non-public areas of the Website or Service, Zarp's computer systems, or the technical delivery systems of Zarp's providers;
CC. attempt to probe, scan, or test the vulnerability of any Zarp system or network or breach any security or authentication measures;
DD. avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Zarp or any of Zarp's providers or any other third party (including another user) to protect the Website, Service or Collective Content;
EE. forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Website, Service or Collective Content to send altered, deceptive or false source-identifying information;
FF. attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Website, Service or Collective Content;
GG. advocate, encourage, or assist any third party in doing any of the foregoing; or
HH. accept or make a payment for Act Fees outside Zarp Payments. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Zarp harmless from any liability for such payment.
Zarp has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. In addition, and as set in these Terms, Zarp may take a range of actions against you, including but not limited to removing or disabling access to any or all of your Member Content or deactivating or canceling your Listing(s) or Zarp Account, for a violation of this Section or these Terms.
Zarp may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against Zarp or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements with users, such as these Terms, (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of Zarp, its users, or members of the public. You acknowledge that Zarp has no obligation to monitor your access to or use of the Website, Service or Collective Content or to review, remove, disable access to or edit any Member Content, but has the right to do so for the purpose of operating and improving the Website and Service (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms.
Zarp reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Zarp, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Website or Service.
If you book an Artist whom you feel is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Zarp by contacting us with your police station and report number; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.
14. Intellectual Property Ownership and Rights Notices
You acknowledge and agree that the Website, Service and Collective Content, including all associated intellectual property rights, are the exclusive property of Zarp and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, Service, or Collective Content. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Website, Service, and Zarp Content are used for identification purposes only and may be the property of their respective owners.
15. Additional Terms
Our Website and Service may have different products, features and offerings, so sometimes additional terms or product requirements may apply to your use of those products, features or offerings. If additional terms are available for the relevant product or Service you use, those additional terms become part of these Terms.
16. Zarp Content and Member Content License
Subject to your compliance with these Terms and Zarp's Trademark & Branding Guidelines, Zarp grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Zarp Content solely for your personal and non-commercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Website, Service, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Zarp or its licensors, except for the licenses and rights expressly granted in these Terms.
17. Member Content
We may, in our sole discretion, permit you to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Website, Service, or through Zarp promotional campaigns, you hereby grant to Zarp a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, translate, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, by means of or to promote or market the Website and Service. Zarp does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.
You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Website, Service or through Zarp promotional campaigns. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Website, Service or through Zarp promotional campaigns or you have all rights, licenses, consents and releases that are necessary to grant to Zarp the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Zarp's use of the Member Content (or any portion thereof) on, through or by means of the Website, the Service or Zarp promotional campaigns will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
The Website and Service may contain links to third-party Websites or resources. You acknowledge and agree that Zarp is not responsible or liable for: (i) the availability or accuracy of such Websites or resources; or (ii) the content, products, or Service on or available from such Websites or resources. Links to such Websites or resources do not imply any endorsement by Zarp of such Websites or resources or the content, products, or Service available from such Websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such Websites or resources or the Content, products or Service on or available from such Websites or resources.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Website and Service ("Feedback"). You may submit Feedback by emailing us, through the "Contact" section of the Website or by other means of communication. You acknowledge and agree that all Feedback you give us will be the sole and exclusive property of Zarp and you hereby irrevocably assign to Zarp and agree to irrevocably assign to Zarp all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback. At Zarp's request and expense, you will execute documents and take such further acts as Zarp may reasonably request to assist Zarp to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
20. Term and Termination, Suspension and Other Measures
These Terms shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Zarp terminate these Terms as described below.
B. Termination for convenience
You may terminate these Terms at any time via the "Cancel Account" feature on the Website or by sending us an email. If you cancel your Zarp Account as an Artist, any confirmed Bookings will be automatically cancelled and your Clients will receive a full refund. If you cancel your Zarp Account as a Client, any confirmed Booking will be automatically cancelled and any refund will depend upon the terms of the applicable cancellation policy.
Without limiting our rights specified below, Zarp may terminate these Terms for convenience at any time by giving you 30 days’ notice via email to your registered email address.
C. Termination for breach, suspension and other measures
Zarp may immediately, without notice terminate these Terms if (i) you have materially breached these Terms or our Policies, including but not limited to any breach of your warranties outlined in these Terms or breach of the "User Conduct" provisions in these Terms, (ii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Zarp Account registration, or Listing process or thereafter, (iii) you have violated applicable laws, regulations or third party rights, or (iv) Zarp believes in good faith that such action is reasonably necessary to protect the safety or property of other Members, Zarp or third parties, for fraud prevention, risk assessment, security or investigation purposes.
In addition Zarp may deactivate or delay Listings, reviews, or other Member Content, cancel any pending or confirmed Bookings, limit your use of or access to your Zarp Account and the Website or Service, temporarily or permanently revoke any special status associated with your Zarp Account, or temporarily or permanently suspend your Zarp Account if (i) you have breached these Terms or our Policies, including material and non-material breaches and receiving poor ratings from Artists or Clients, or (ii) Zarp believes in good faith that such action is reasonably necessary to protect the safety or property of Members, Zarp or third parties, for fraud prevention, risk assessment, security or investigation purposes.
If we take any of the measures described in this Section 21.C, we may (i) communicate to your Clients or Artists that a pending or confirmed Booking has been cancelled, (ii) refund your Clients in full for any and all confirmed Bookings, irrespective of preexisting cancellation policies, (iii) support your Clients, on an exceptional basis, in finding potential alternative Acts, and (iv) you will not be entitled to any compensation for confirmed Bookings that were cancelled.
In case of non-material breaches and where appropriate, you will be given notice of any measure by Zarp and an opportunity to resolve the issue to Zarp's reasonable satisfaction.
If you or we terminate this Agreement, we do not have an obligation to delete or return to you any of your Member Content, including but not limited to any reviews or Feedback. When this Agreement has been terminated, you are not entitled to a restoration of your Zarp Account or any of your Member Content. If your access to or use of the Website and Service has been limited or your Zarp Account has been suspended or this Agreement has been terminated by us, you may not register a new Zarp Account or attempt to access and use the Website and Service through other Zarp Accounts.
If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.
IF YOU CHOOSE TO USE THE WEBSITE, SERVICE OR COLLECTIVE CONTENT, YOU DO SO AT YOUR SOLE RISK.
YOU ACKNOWLEDGE AND AGREE THAT ZARP DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND OR REGISTERED SEX OFFENDER CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, CLIENTS AND ARTISTS, BUT MAY CONDUCT SUCH BACKGROUND OR REGISTERED SEX OFFENDER CHECKS, IN OUR SOLE DISCRETION, TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND IF WE HAVE SUFFICIENT INFORMATION TO IDENTIFY A MEMBER, IF WE CHOOSE TO CONDUCT SUCH CHECKS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, THAT SUCH CHECKS WILL IDENTIFY PRIOR MISCONDUCT BY A USER OR GUARANTEE THAT A USER WILL NOT ENGAGE IN MISCONDUCT IN THE FUTURE.
THE WEBSITE, SERVICE AND COLLECTIVE CONTENT ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ZARP EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
ZARP MAKES NO WARRANTY THAT THE WEBSITE, SERVICE, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE LISTINGS OR ANY ACTS, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
ZARP MAKES NO WARRANTY REGARDING THE QUALITY OF ANY LISTINGS, ACTS, ARTISTS, CLIENTS, THE SERVICE OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE WEBSITE OR SERVICE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ZARP OR THROUGH THE WEBSITE, SERVICE OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE WEBSITE OR SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE WEBSITE OR SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY ARTISTS OR CLIENTS. YOU UNDERSTAND THAT ZARP DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE WEBSITE OR SERVICE OR TO REVIEW OR WATCH ANY ACTS. ZARP MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE WEBSITE OR SERVICE OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE WEBSITE OR SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE WEBSITE OR SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE WEBSITE OR SERVICE, INCLUDING, BUT NOT LIMITED TO, CLIENTS AND ARTISTS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY ZARP. ZARP EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACTION OR OMISSION OF ANY CLIENT ANY ARTIST OR OTHER THIRD PARTY.
3. Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE WEBSITE, SERVICE AND COLLECTIVE CONTENT, YOUR LISTING OR BOOKING OF ANY ACTS VIA THE WEBSITE AND SERVICE, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF ZARP WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER ZARP NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE WEBSITE, SERVICE OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE WEBSITE, SERVICE OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE WEBSITE OR SERVICE OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE WEBSITE OR SERVICE, OR FROM YOUR LISTING OR BOOKING OF ANY ACT VIA THE WEBSITE AND SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ZARP HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE ARTISTS PURSUANT TO THESE TERMS, IN NO EVENT WILL ZARP’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE WEBSITE AND SERVICE INCLUDING, BUT NOT LIMITED TO, FROM YOUR LISTING OR BOOKING OF ANY ACT VIA THE WEBSITE AND SERVICE, OR FROM THE USE OF OR INABILITY TO USE THE WEBSITE SERVICE, OR COLLECTIVE CONTENT AND IN CONNECTION WITH ANY ACT OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE WEBSITE AND SERVICE AS A CLIENT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE AN ARTIST, THE AMOUNTS PAID BY ZARP TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED EUROS (€100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ZARP AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to release, defend, indemnify, and hold Zarp and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Website, Service, or Collective Content or your violation of these Terms; (b) your Member Content; (c) your (i) interaction with any Member, (ii) Booking of an Act, or (iii) creation of a Listing; (d) and the performance or Booking of an Act by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a Booking or performance of an Act.
5. Entire Agreement
Except as they may be supplemented by a document referenced and incorporated herein or by additional Zarp policies, guidelines, standards, or terms for a specific product, feature, service or offering, these Terms constitute the entire and exclusive understanding and agreement between Zarp and you regarding the Website, Service, Collective Content, and any Bookings or Listings of Acts made via the Website and Service, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Zarp and you regarding Bookings or listings of Acts, the Website, Service, and Collective Content.
You may not assign or transfer these Terms, by operation of law or otherwise, without Zarp's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Zarp may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Zarp (i) via a Communication (in each case to the address or phone number that you provide) or (ii) by posting to the Website. For notices made via a Communication, the date of receipt will be deemed the date on which such notice is transmitted.
8. Controlling Law and Jurisdiction
These terms and conditions and the relationship between you and Zarp shall be governed by and construed in accordance with the Law of England and Wales and Zarp and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales.
The failure of Zarp to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Zarp. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
10. Third party beneficiary
These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
11. Contacting Zarp
If you have any questions about these Terms, please contact Zarp at [email protected]