“Account” means the component of the Platform where settings and functionalities related to the usage of the Platform can be controlled by an Admin. Accounts may have one or more Account Members to which such settings are applied.

“Account Members” means the Users of an Account, who are subject to the account settings configured by the respective Admin. An Account Member can simultaneously serve as an Admin in their respective Account.

“Account Plan” means the plan which determines the functionalities that are available on the Account.

“Admins” means Users who have access to additional functionalities and privileges within the Account as available depending on the applicable Account Plan.

“Booking” means an order of an Offering(s) through the Platform at a specific time, including any customizations and preferences.

“Booking Collaborators” means Users who are invited to collaborate on a Booking.

“Booking Creation Date” means the day and time a User proceeds to the Check-Out Page of a Booking.

“Booking Fulfillment Date” means the date and time the Offering will be fulfilled.

“Booking Owner” means the User who proceeds to the Checkout Page to create a Booking.

“Booking POC(s)” means the individual(s) who will serve as point of contact for the Booking and will be available before and during the fulfillment of the Booking for communications.

“Confetti Credits Bonus” means Confetti Credits allocated as incentives.

“Briefing” means the component in the Platform that will list the information and instructions related to the fulfillment of a Booking.

“Checkout Page” means the section in the Platform where your Booking is finalized.

“Confetti Credits” means virtual points that can be used to finalize a Booking. One (1) Confetti Credit equals one (1) US Dollar.

“Confidential Information“ means all confidential information disclosed by a party and its subsidiaries ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or a reasonable person would consider confidential.

“Content” means any information, text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, code, audio clips, links, interactive features, and services, and/or other similar materials.

‘Confetti Content” means any Content appearing and made available by us on the Platform.

“Customer Content“ means all Content that you submit to the Platform or is collected in connection with the fulfillment of Offerings, including Personal Data of Participants submitted in connection with an Offering.

“Headcount” means the number of individuals for an Offering in a Booking.

“Intellectual Property Rights” means rights associated with intellectual property, including but not limited to copyrights, trademarks, service marks, patents, trade secrets, moral rights, domain names, and other proprietary rights recognized under applicable laws and international treaties.

“Kit(s)” means a tangible component of an Offering, shipped to Participants.

“Non-recurring Credit Purchase” means the purchase of Confetti Credits as a one-time bundle on a non-recurring basis.

“Offering” means a good and/or service offered on the Platform available for Booking, including without limitation, experiences, swag and gift cards.

“Offering Catalog” means the component of the Platform where the Offerings are listed.

“Offering Page” means the dedicated page or popup on the Platform where each Offering is listed, including the relevant terms and policies applicable to such Offering.

“Offering Sub-contractor(s)” means the providers or hosts of Offerings available for Booking.

“Participants” means the individuals who are invited to participate in, or are recipients of Bookings.

“Personal Data” means any information that can be used, alone or together with other information, to uniquely identify any living human being.

“Platform” means our proprietary platform where Offerings are displayed and available for Booking, available at www.withconfetti.com.

“Price” means the amount payable for an Offering.

“Taxes” means all applicable sales, use, consumption, VAT, GST, and other taxes, duties, or governmental charges.

“User” means the individual accessing or using the Platform.

“User Profile” means the digital representation of a User on the Platform, including identifying information.
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The Confetti Platform. Our Platform empowers Users to quickly discover, plan and book engaging group Offerings.

Changes to the Platform. We may add, modify, remove or discontinue any feature or functionality of the Platform, at our own discretion and without further notice.

Usage Rights. Subject to these Terms, we grant you a personal, limited, worldwide, non-exclusive, non-assignable and non-sublicensable (except as permitted herein), revocable right, during the Term (defined below), to access and use the Platform, for the purpose of, without limitation, making Bookings, purchasing Confetti Credits and consuming and/or participating in Bookings. As an exception to the foregoing, Confetti Credits may be allocated to permitted third parties, and/or you may elect to invite third party Participants to Participate in Bookings.

Usage Restrictions. As a condition for your usage rights, you shall not (or permit or encourage others to): (a) copy, "frame" or "mirror", or otherwise take screenshots of the Platform and/or Offerings; (b) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available Platform to any third party (such as offering it as part of a time-sharing, outsourcing or service bureau environment); (c) publicly display or perform the Platform and/or Offerings; (d) modify or adapt the Platform; (e) reverse engineer, extract, or otherwise attempt to discover the source code underlying the Platform; (f) remove or alter any copyright, trademark, logos or other proprietary rights notices displayed on the Platform; (g) circumvent, disable or otherwise interfere with the Platform’s security features or measures; (h) create a derivative works or use of the Platform and Offerings to develop competing services; (i) store and/or transmit malware or other harmful software intended (or that has the potential) to damage or disrupt the Platform; or (j) overload or abuse the Platform’s cloud-infrastructure or integrity. References in this paragraph to the Platform shall also be deemed to include any Confetti Content appearing and made available by us on the Platform.

No Competitive Usage. You may not access Platform, or book and use Offerings if you are a competitor of ours.

Suspension. Without derogating from any other rights available to us hereunder, we may suspend or terminate your User Profile and/or restrict access to the Platform (all as defined below), if we reasonably suspect any of the above-described unauthorized uses of the Platform and/or Offerings, are aware of any breach of security of the Platform, or as we otherwise reasonably deem necessary to protect our interests.
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User Profile Creation. In order to create a Booking on the Platform, you need to create a User Profile. When creating a User Profile, you are providing us with your email address. Your contact information will be stored and used in accordance with our privacy policy which is available here. Users who are part of an Account that has Single-Sign-On (“SSO”) enabled, are automatically redirected to the identity provider elected by the Customer Entity to complete the sign-up process.

Google Sign-In. You may use your Google-account to create a User Profile via the Google Sign-In interface on the Platform (subject to Google's terms). You can disconnect your Google account from your User Profile at any time by using the "reset password" function on the Platform. If you are unable to update your email in the Platform, follow the steps to disconnect your User Profile as outlined before. For the avoidance of doubt, if you are using the Google-One Tap solution, you agree that by using this interface accept and are subject to these Terms.

Single-Sign-On. If your Account Plan includes the option to enable SSO as authentication method, you may request its enablement by contacting us at [email protected]. We provide the option to enable SSO on your Account using a third-party application. To configure SSO on your Account, you must actively follow the instructions provided by us. By enabling and configuring SSO, you agree to the following: (i) you are required to log-in to said third party application, and; (ii) proper configuration and secure implementation are solely your responsibility.

Account Creation. Unless you are joining an existing Account, a new Account is automatically created for you when you create a User Profile and you are deemed this Account’s Admin. You can only be a User on one Account at a time. If you are invited to join another Account, the Platform will prompt you to switch Accounts.

Account Members. If you are not an Admin, note that your User Profile may be managed by the Account's Admin.

Account Plan. Each Account is assigned a plan which determines the functionalities available on the Account. Such functionalities include without limitation: (i) budget management; (ii) Booking restrictions; (iii) User Profile management; (iv) analytics and (v) Account Plan changes.

Your responsibilities. You agree to: (i) provide accurate contact information; (ii) be responsible and solely liable for the activities that occur within your User Profile and/or the Account (if you are an Admin); and; (iii) keep your User Profile and/or Account password secure. You must notify us immediately of any breach of security or unauthorized use of your User Profile and/or Account. You shall be responsible for any losses, costs, damage or liabilities incurred by us or any third party, due to unauthorized access to your User Profile and/or the Account, whether by yourself or any other user or third party on your behalf.

Verification. In order to verify, confirm or otherwise safeguard the security of a User Profile and/or Account, we may request additional information from you or the Admin, before taking any actions relating to modifying or updating your User profile and/or providing information in relation to the Account.

User Profile Deletion. Should you decide to delete your User Profile, you may do so by using the “Delete my User” function available in the “Edit Profile” section in the Platform and follow the instructions directed by the Platform.

Offering Catalog. All Confetti Content displayed within the Offering Catalog is for demonstration purposes only. As a result we do not represent and warrant, amongst others, that an Offering will have an anticipated outcome, or is intended for a specific purpose.

Changes to Offerings. We may remove or change formats of Offerings from time-to-time, including changing Offering’s names and modify their underlying Content and/or format. We reserve the right to increase or change the Price and/or pricing structure for each Offering. Such changes will become effective immediately when displayed on the Platform.

Account Restrictions. If you are part of an Account, you understand that your Admin can set certain restrictions on the Account, making certain Offerings unavailable for Booking. Please reach out to your Admin for questions relating to restrictions that may apply.

Offering Page. The Offering Page lists, without limitations, the Price, description, duration, Headcount range, requirements and inclusions, availability and customizations (as available), and the “Cancellation & Rescheduling Policy" (together, “Offering Terms”) applicable to the Offering. You are responsible for reviewing the Offering Terms before finalizing your Booking on the Check-Out Page.

Gift Cards. By purchasing a gift card on our Platform, you acknowledge and agree that you are subject to the terms and conditions, as well as the privacy policy, of the gift card provider linked on the Offering Page where gift cards are available for purchase. Such terms govern the use, redemption, and any limitations associated with the gift card.

Offering Pricing. Prices vary per Offering, and are based on, without limitation, availability, Headcount, customizations and minimum spend requirements. Unless indicated otherwise, Prices shown on the Offering Pages are stated in US dollars and are exclusive of any and all Taxes. Prices with taxes will appear on the Check-Out Page.

Offering Duration. The Offering’s duration varies per Offering, and is based on, without limitation, Headcount and customizations.

Offering Headcount Range. Certain Offerings will apply a minimum and/or maximum Headcount. You must invite the number of Participants within the listed range for the Offering to be fulfilled successfully, and we will not provide refunds in case of failure to do so.

Check-Out Page. Upon proceeding to the Checkout Page, a new Booking is automatically created and you are assigned as its Booking Owner. You must finalize the Booking within thirty (30) days of the Booking Creation Date to secure the listed Price and Offering Terms. Thereafter, your Booking shall be automatically canceled, and you have the option to create a new Booking with the then-current Price and Offering Terms listed on the Offering Page, insofar such Offering is still available on the Catalog. Note, this period may be shorter than mentioned above depending on your Booking Fulfillment Date and the Offering, as indicated on the Checkout Page.

Booking Collaborators. You are able to add a Booking Collaborator to assist with finalizing Bookings on the Check-Out Page. Booking Collaborators get full access to the Booking except for the ability to remove the Booking Owner.

Finalize Bookings & Payments. Bookings are finalized by making payment using a credit card, requesting an invoice and making a wire transfer, or applying Confetti Credits accessible to you. You hereby authorize us, either directly or through our payment processing provider, to process payment via the selected payment method. By finalizing your Booking, you are agreeing to the Offerings Terms. We are not providing refunds in case of oversight in or failure to review the Offering Terms leading to an unexpected or unsatisfactory outcome of the Booking’s fulfillment. The Price listed on the Check-out Page is inclusive of Taxes.

Availability Confirmations. Offerings whose availability need to be confirmed by us (as indicated on the Platform), do not constitute confirmed Bookings. As a result, we do not reserve or honor Offering’s Terms until payment is made and you received a confirmation from us.

Coupons, Discounts & Booking Restrictions. You can only apply a coupon code on the Check-out Page if you are on the PAYG-plan. You cannot apply Confetti Credits or coupons to any Booking that contains a gift card. Any coupons or discounts applied to Offerings with minimum spend requirements cannot reduce the Price below the minimum spend required amount. In such a case, a Price adjustment will be indicated on the Check-out Page and the remainder of the discount or coupon applied may be waived.

Offering Fulfillment. After the booking is completed, we will fulfill the Booking as indicated on the Briefing, including the provision of Offering customizations (such as Kit content preferences). We are not responsible for damage to you, or any unexpected outcomes in the Offering fulfillment, in case of failure or lack of indication to provide accommodations to your Booking where this is requested by us. We are not committing to fulfill any special requests as listed on the Booking.

Booking Changes. Making changes to your Booking after finalizing it may be possible depending on the changes requested, and the Booking Fulfillment Date. Some changes can be made via the Platform and others require support assistance. If the changes result in a Price increase, you will be directed to the Platform to pay the outstanding balance. If the changes lead to a Price decrease, we may refund the overpaid amount according to the applicable Offering Terms at the time of the Booking Creation Date.

Cancellations by You. If you wish to cancel a Booking, please contact our support team to process the cancellation. The cancellation conditions are according to the applicable Offering Terms at the time of the Booking Creation Date.

Refunds for Cancellations By You. If you cancel your Booking, you may be entitled to a partial or full refund depending on the applicable Offering Terms at the time of the Booking Creation Date. Refunds for Bookings finalized:

Rescheduling by You. You may reschedule your Booking Fulfillment date, subject to a rescheduling fee as applicable depending on the Offering Terms.

Cancellations or Rescheduling by Us. In the rare case that we are required to cancel your Booking, you are entitled to reschedule the Booking Fulfillment Date at no additional cost, or receive a full refund. If your Booking Fulfillment Date is under two (2) weeks, you may be entitled to additional reasonable compensation, which will be discussed on a case-by-case basis and is allocated at our discretion.

Additional Headcounts. If there were more Participants attending than the Headcount indicated on the Booking, we reserve the right to invoice you an additional 15% per Participant in excess.

Happiness Commitment. If you experienced an issue in connection with or during the fulfillment of a Booking, including without limitation, the Offering Sub-contractor is late or does not show up on the Booking Fulfillment Date, you may submit a request through our “Happiness Commitment Policy” available here. Upon receipt of the request we will investigate and resolve the dispute as outlined in this policy.

Issues with Kits. If you experience an issue in connection with Kits purchased as part of your Booking, including without limitation, Kit(s) are delayed or damaged, we will provide a replacement Kit, or offer an alternative solution as outlined in a dedicated section as part of our “Shipping Insurance Policy”, available here. For more information about our shipping insurance please read here.

Offerings are fulfilled and/or hosted by third party Offering Sub-contractors. You acknowledge that they are an independent party, and may be directly liable to you for any tortious claims arising out of the Offering without having a direct contractual relationship with you. Without derogating from the warranties and representations herein, since you do not have a direct written agreement with them, we remain responsible for Offering Sub-contractors acts and omissions not arising out of tort.

We undertake to vet each Offering Sub-contractor in accordance with our Offering Sub-contractor Vetting Process described here.

You may not knowingly engage directly with an Offering Sub-contractor who has been contracted to provide you with an Offering, for a period of twelve (12) months from the date the most recent Offering was provided to you by such Sub-contractor. Upon becoming aware of a direct engagement, or attempting to initiate such engagement in violation of this Section, we may suspend or terminate your access to the Platform.

Account Plans. We currently offer several Account Plans which can be reviewed here, as may be updated from time to time. Subject to signing an Order Form, and unless otherwise stated therein, Account Plans (excluding the PAYG plan) are recurring and will automatically renew at the end of the then-current term unless you notify us of your intent not to renew at least thirty (30) days prior to the renewal date. If available, you authorize us to charge the applicable fees to the relevant credit card on record for each renewal period. Alternatively, you need to provide payment by the renewal date unless states otherwise stated in the Order Form.

Non-recurring Credit Purchase. Subject to signing an Order Form, you may purchase a Non-Recurring amount of Confetti Credits. For the avoidance of doubt, Non-recurring Credit Purchases do not grant you access to any Account Plan.

Order Forms. For the instances as described above, Order Forms will list at a minimum, the applicable Account Plan and the term (in each case if you are subscribing to an Account Plan), the fee, and the corresponding Confetti Credits to be allocated (as applicable). Except as otherwise stated in an Order Form, these Terms are applicable to each Order Form. If you provide us with a purchase order in relation to an Order From, such is deemed to incorporate these Terms. Order Forms may contain a line item allocating additional credits as incentives.

Confetti Credit Allocation Against Invoice. If your Account Plan includes Confetti Credits, or when you purchase a Non-Recurring amount of Confetti Credits, in each case, the Confetti Credits are automatically made available to you upon receipt of payment in full of the fees associated with such amount of Confetti Credits. All amounts invoiced are due and payable up front, unless otherwise stated in the Order Form. All invoiced amounts exclude Taxes, except for taxes on our net income. If you must withhold taxes by law, notify us in writing. . However, you are fully responsible for paying such Taxes, which will be added to the invoiced amounts.

Confetti Credit Top-Ups & Account Plans. Any additional Confetti Credits purchased under an active Order Form, including the amount covered by the then-current Order Form, will be added to, and form the basis of, the renewal amount of the Order Form. The renewal amount will reflect the combined total of the amount of initial Confetti Credits purchased under the Order Form, and any additional Confetti Credits purchased during the active term of the Order Form.

Confetti Credits Utilization. Confetti Credits can be utilized on all Offerings, except for gift cards available on the Platform.

No Monetary Value. Except as described in this Section 10, Confetti Credits shall have no monetary value (except for the purchase of Offerings under the limited terms specified herein), nor exchange value, and are not transferable or refundable except as otherwise stated in an Order Form.

Confetti Credits Expiration. Non-Recurring Credit Purchases need to be utilized on Offerings within six (6) months of purchase before they expire. Confetti Credits purchased as part of an Account Plan subscription have an extended expiration of one (1) or two (2) years depending on the Account Plan subscribed to. Bonus Credits will expire within six (6) months of allocation to your Account. Confetti Credits provided to you as a promotion will expire within three (3) months of allocation. The Platform will automatically use the Confetti Credits with the nearest expiration date when applying credits to a Booking.

Customer Content. When you submit Customer Content to us in any format, you grant us and the relevant Offering Sub-contractors fulfilling your Booking, a non-exclusive, worldwide, royalty-free, sublicensable and transferable license for the duration of these Terms. This license allows us to access, use, store, copy, modify, distribute, publish, transmit, and otherwise utilize Customer Content as necessary to provide the Platform and fulfill Bookings. You represent and warrant that you have obtained rights, licenses, consents and permissions to provide Customer Content to us in connection with usage of the Platform and Bookings, and any such Customer Content provided to us does not violate any third-party Intellectual Property Rights, our usage restrictions in Section 2.4 above, or any applicable laws. You are solely responsible and liable if any of Customer Content violates or infringes the intellectual property of any third party.

Participant Data. In order to fulfill a Booking, we may require you to submit Personal Data of your Participants, or alternatively, we will collect such information from the Participants directly ("Participant Data"). These data types may include, but are not limited to, contact information (i.e. for registration purposes, such as sending invites), and addresses (i.e. for Kit delivery). You shall be deemed a Data Controller (or Business) as defined by applicable data protection laws, of such data, and you shall use it in accordance with applicable data protection laws. We will only use Participant Data for the purpose of fulfilling Bookings.

Retention. Customer Content and Participant Data submitted to us will be deleted upon thirty (30) days after the Booking occurred, provided we may retain certain information as required or permitted by applicable laws, resolve disputes, enforce our agreements or for other legitimate business purposes.

Our Intellectual Property. You acknowledge that the Platform and Offerings, inclusive of all Confetti Content, and underlying technology and knowhow, names, logos, trademarks and any modifications, enhancements or derivative works of the foregoing, including all Intellectual Property Rights therein, are the sole and exclusive property of Confetti and its licensors. All rights not expressly granted herein are reserved by us. For the avoidance of doubt, "Confetti" and its respective logo are trademarks of us.

Feedback. You may provide us feedback (whether orally or in writing) including without limitation comments, questions, reports, ideas, suggestions, or similar feedback regarding the Platform or for improving our Offerings ("Feedback"). Such Feedback shall be deemed the exclusive property of us without restrictions and limitations; and may be implemented and used in our sole discretion. You hereby irrevocably transfer and assign to us all Intellectual Property Rights to the Feedback and waive any and all moral rights or economic rights that you, or the entity you represent, may have in respect thereto.

Customer Reference. You acknowledge and accept that we have the right to use the name and logo of the Customer Entity on our Platform or in marketing materials, to identify Customer Entity as our customer and/or User. You may revoke such right at any time by contacting [email protected].
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Limited warranty. We warrant that each Offering, and its components (i.e. Kits) thereof, will be fulfilled substantially in accordance with the Booking, or otherwise provided to us in writing where requested (including, without limitation, as indicated on the address collection form), unless such failure arose from any event as listed in Section 20.9 below or acts or omissions by you. The warranty contained in this Section ‎‎15.1 are exclusive, and are in lieu of all other warranties, express or implied, in connection with each applicable Offering and/or any part or component thereof.

Warranty Disclaimers:

Without derogating from any of the disclaimers above, if you or Customer Entity invite or assign third parties (such as Customer Entity’s own customers) to participate in or receive Bookings, we assume no liability or responsibility, and Customer Entity hereby discharges and forever releases us from any liability or responsibility, to you, Customer Entity or any third party, for any loss of revenue, business opportunities or other damages resulting from such action, including in cases when an issue occurred with your Booking.

Indirect Damages (All Account Plans). IN NO EVENT WILL CONFETTI OR ANY OF ITS SUBSIDIARIES, SUBCONTRACTORS, AGENTS OR LICENSORS, BE LIABLE OR RESPONSIBLE FOR (I) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; (II) ANY LOSS OF PROFITS, BUSINESS, OR REVENUE; OR (III) ANY LOSS OF, OR DAMAGE TO, DATA, REPUTATION OR GOODWILL, WHETHER AN ACTION IS IN CONTRACT, OR TORT, REGARDLESS OF THEORY OF LIABILITY, THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO THESE TERMS, PLATFORM USAGE, OR ANY OFFERING, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Direct Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT IN CASES OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD (WHICH ARE NOT SUBJECT TO A LIABILITY CAP), IN NO OTHER EVENT SHALL CONFETTI’S AGGREGATE LIABILITY TO CUSTOMER ENTITY, ANY USER (INCLUDING YOURSELF) OR PARTICIPANT, COLLECTIVELY, FOR ANY LOSS, DAMAGE, OR COST ARISING FROM ANY CLAIM, DEMAND, OR ACTION (“CLAIMS”) ARISING FROM:

ACCOUNT PLAN PLUS: THE COMBINED TOTAL AMOUNT ACTUALLY PAID TO CONFETTI DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY;

ACCOUNT PLAN PRO: TWO TIMES (2X) THE COMBINED TOTAL AMOUNT ACTUALLY PAID TO CONFETTI DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY;

ACCOUNT PLAN ENTERPRISE: THREE TIMES (3X) THE COMBINED TOTAL AMOUNT ACTUALLY PAID TO CONFETTI DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY, BUT IN ANY EVENT NOT EXCEEDING USD 1,000,0000.

By You. You agree to defend, indemnify and hold harmless us, our subsidiary, directors, officers, employees, or representatives from and against any damages, obligations, losses, liabilities, costs and expenses (including but not limited to reasonable attorney’s fees) (collectively, "Losses") incurred as a result of any third party demand, claim, suit, action, proceeding (each, a "Claim"), based upon: (i) your, your Users’ or Customer Representatives’ breach of these Terms or applicable law; (ii) Customer Content, including without limitation, our usage thereof, violates any third party rights, including intellectual property or publicity rights; (iii) Participant Data violates any data subject’s privacy rights or; (iv) your gross negligence or willful misconduct.

By Us. We agree to defend you, the Customer Representative, and any its affiliates, directors, officers, employees, or representatives in and against any Claim alleging that (i) your use of the Platform and/of Offerings, in accordance with these Terms, infringes upon any third party copyright, trademark or valid patent (“IP Claim”), or; (ii) due to our gross negligence or wilful misconduct. We will indemnify and hold you harmless from any Losses directly arising out of such Claims, limited to those finally awarded by a court of a competent jurisdiction, governmental authority or arbitrator/s, or as part of a settlement expressly approved by us. The foregoing indemnification obligation does not apply to us if: (i) the Platform and/or Offerings (or portion thereof), were modified by you or any User under your Account, and without such modification, an IP Claim would have been avoided; (ii) the Platform and/or Offerings are used in combination with third-party service, software or product not controlled and managed by us, and without such usage combination, the IP Claim would have been avoided; or (iii) the IP Claim is related to Customer Content or any of the events described in Section 17.1 above.

Indemnification procedure. The indemnified party must, promptly upon becoming aware of the Claim, provide the indemnifying party with written notice thereof, providing sufficient details to enable the indemnifying party to understand the nature of the Claim and the relief sought. Failure to provide prompt notice shall not relieve the indemnifying party of its obligations, except to the extent that such delay materially prejudices its ability to defend the Claim. The indemnifying party shall have the right to assume and control the defense and settlement of the Claim, provided that the indemnifying party (i) shall not settle the Claim without obtaining the indemnified party's prior written consent, which shall not be unreasonably withheld or delayed, and (ii) the indemnified party shall reasonably cooperate with the indemnifying party in the defense and settlement of the Claim. The indemnified party may participate in the defense using its own counsel at its own expense.

Term. These Terms are in effect from the Effective Date and continue to apply, as applicable:

Termination. Notwithstanding the foregoing, you may stop using the Platform and delete your User Profile and/or Account at any time. In such a case, if you have an unfulfilled Booking or unexpired, unused Confetti Credits, such termination will become effective thirty (30) days after the Booking Fulfillment Date, and/or any unused Confetti Credits will expire. We reserve the right to suspend your User Profile and/or Account or terminate your access to the Platform without prior notice, if you breach these Terms, you violate applicable law or when necessary to protect our, our subsidiaries’ and subcontractors’ interests. If you disagree with any terms or changes to these Terms or are dissatisfied with the Platform and/or Offerings your sole remedy is to stop using the Platform and/or Offerings. Upon termination of these Terms, you must discontinue all use of the Platform.

Effect of Termination. If you delete your User Profile and/or Account, and you have an Order Form in effect, any amounts paid under such Order Form are non-refundable. If you elect to terminate these Terms, whilst having unexpired and unused Confetti Credits, those credits will automatically expire and are non-refundable or interchangeable. If you are the only Admin of an Account, you have to assign a new Admin before you can delete your User Profile. If you are the Booking Owner of an upcoming Booking, you first have to assign a new Booking Owner before you can delete your User Profile. Once your User Profile has been deleted, we cannot restore your User Profile and/or Account and any associated Customer Content.

Survival. Some parts of these Terms remain in force even though these Terms are terminated, such as Section 2 (Usage restrictions / No competitive usage), Section 9 (Non-solicitation Offering Subcontractors), Section 11 (Customer Content), Section 12 (Intellectual Property), Section 13 (Confidentiality), Section 15 (Disclaimers & Warranties), Section 16 (Limitation of Liability), Section 17 (Indemnification), and Section 20 (Miscellaneous).

Entire Agreement. These Terms represent the complete understanding between the parties regarding the subject matter and supersedes any prior agreements, whether written or oral. It overrides any additional terms between the parties, regardless of format.

Governing Law and Jurisdiction. These Terms are governed by the laws of the State of New York, USA, without reference to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply. Any disputes will be resolved exclusively in the courts of New York City, though either party may seek injunctive relief in any competent jurisdiction.

Assignment. We may assign this Agreement without notice or consent. You may not assign or transfer these Terms without our prior written consent. Any unauthorized assignment is void.

Severability. If any provision of these Terms is found invalid or unenforceable by a court, the remaining provisions will continue in full force. The invalid provision will be modified only to the extent necessary to make it enforceable.

Accessibility. If you experience any issues accessing or using our Platform, please contact us at [email protected] for assistance. We will make reasonable efforts to address your concerns and improve accessibility.

Waiver; Class Action Waiver. Failure to enforce any right under these Terms does not constitute a waiver, nor does partial exercise of any right preclude further enforcement. By agreeing to these Terms, you or the Customer Representative waives the right to participate in any class action or collective lawsuit against us. All disputes must be resolved on an individual basis, and any claims or disputes cannot be consolidated with others.

Relationship. We are independent contractors. These Terms do not create an employment, fiduciary, joint venture, or agency relationship between us.

No Third-Party Beneficiaries. Except as expressly stated, these Terms do not grant rights to any third parties.

Force Majeure. We are not liable for failure to perform due to events beyond our reasonable control, such as natural disasters, war, strikes, epidemics, pandemics, cyber attacks, or governmental actions (“Force Majeure”). In the event of such an occurrence, we will make reasonable efforts to resume the Platform and/or Offerings as soon as possible For the avoidance of doubt, cloud-hosting issues shall not be deemed under our reasonable control.

Notices. Notices to you may be sent to the contact information provided in your User Profile, or as listed in the Order Form (as applicable). Email notices to us may be addressed to [email protected], and notices sent by mail or courier should be addressed to our address listed above. Notices are deemed given: