Website Use Policy

Website User Agreement Clause

IMPORTANT NOTICE: PLEASE READ THROUGH THESE TERMS CAREFULLY. The following document (these “Terms of Use” or “Terms”) describes the terms under which Sophia’s Loft (“Sophia’s Loft”) offers each individual or entity (hereinafter, “you” “User” or “Promoter”) access to its services through the  www.sophiasloft.comwebsite, including but not limited to all content and functionality available through the Sophia’s Loft.com domain name and any interfaces for mobile devices, (the “Site”).  By accessing the Site or any content found on the Site, you agree to comply with and to be bound by the Terms set out below, including the policies and guidelines linked to (by way of the provided URLs) from these Terms. If you do not understand or agree with these Terms, please do not use the Site.

Sophia’s Loft may amend these Terms at any time in its sole discretion, effective upon posting the amended Terms at the domain or subdomains of www.sophiasloft.com where the prior version of the Terms was posted, or by communicating these changes through any written contact method we have established with you.

As used herein, (i) “Services” means Sophia’s Loft’s proprietary full-service ticketing system for the advertisement, promotion, purchase and sale of tickets to live events, and merchandise (ii) “User” means anyone who accesses, browses, crawls, scrapes, or in any way uses the Site, and (iii) “Promoter” means any individual or entity using the Services to sell tickets to live events and/or merchandise that such individual or entity promotes, runs or otherwise sells tickets and/or merchandise to (the “Promoter’s Events”).

1.0 TERMS APPLICABLE ONLY TO USERS

  1. 1.1 Eligibility
    In order to use the Site, a User must be at least eighteen (18) years old and have the requisite power and authority to enter into these Terms. All others are prohibited from using the Site.  Any User using the Site on behalf of a person, company, entity or organization must be an authorized representative with the authority to bind the person, company, entity or organization to these Terms (which authority such User hereby exercises).
  1. 1.2 License Grant
    Subject to acceptance and continuing adherence to these Terms, Sophia’s Loft provides to Users a limited, non-exclusive, non-transferable license to access and use the Site.  Except for the foregoing limited license, and except for any other rights expressly granted herein, no other rights to the Site or Services are granted to Users, and the Site and Services are and will remain the sole and exclusive property of Sophia’s Loft and its licensors, if any, whether the Site and Services are separate or integrated with any other products, services, deliverables or websites.
  1. 1.3 User Account
    To use some of the features of the Site, a User may be required to create an account and provide information about himself or herself, or his or her venue (a “User Account”).  Each User agrees to (i) provide accurate, current and complete information as prompted by the registration from, and (ii) maintain and update the information to keep it accurate, current and complete.As part of the registration process, each User will be asked to select a username and password.  Sophia’s Loft may refuse to grant a username if it determines, in its sole discretion, that such username (i) impersonates someone else, (ii) is or may be illegal, (iii) is or may be protected by trademark or other proprietary rights law, (iv) is vulgar or otherwise offensive, or (v) may cause confusion.  Each User is responsible for maintaining the confidentiality of his or her User Account password.  Sophia’s Loft reserves the right to close a User Account at any time for any or no reason.  These Terms will remain in full force and effect for the entirety of a User’s use of the Site.  In the event of any termination of any membership, service or feature, a User will still be bound by his or her obligations under these Terms, including any indemnifications, warranties and limitation of liability.  Nothing in these Terms will be deemed to confer any third- party rights or benefits.

    Sophia’s Loft is not liable for any harm caused or related to the theft or misappropriation of a username or password, disclosure of a username or password, or a User’s authorization of anyone else to use his or her username or password.  All Users agree to notify Sophia’s Loft immediately of any unauthorized use of his or her User Account.  If a User has reason to believe that his or her User Account is no longer secure, such User must promptly change his or her password by visiting www.sophiasloft.com and immediately notify Sophia’s Loft of the problem by email at techsupport@sophiasloft.com.

  2. 1.4 User Responsibilities
    All Users agree (i) to abide by all applicable local, state, national, and international laws and regulations; (ii) not to use the Services or the Site for illegal purposes; (iii) not to impersonate any person or entity or engage in any fraudulent business practice; (iv) not to display or transmit any unlawful, harmful, hateful, racially, ethnically or objectionable material of any kind; (v) not to distribute in any way files that contain viruses, corrupted files, or any other similar programs; and (vi) not to interfere or disrupt the Site’s functionality.  All Users further agree not to transfer or resell their use of or access to the Site or Services to any third party.Users are solely responsible for their actions in using the Services or the Site, and the actions of their respective employees and agents that use the Services or the Site on their behalf, including without limitation to sell or purchase tickets and and/or merchandise for related communications with other Users. Users assume all risk in dealing with other Users, and any dispute between Users must be resolved directly between the applicable Users.

2.0 TERMS APPLICABLE ONLY TO TICKET

PURCHASERS
If you wish to purchase products or services described on the Site (each such purchase, a “Transaction”), you will be asked by Sophia’s Loft or the third party provider of the product or service to supply certain information applicable to your Transaction, including without limitation credit card and other information.  You agree that all information that you provide to Sophia’s Loft or such third party provider will be accurate, current and complete.  You agree to pay all charges incurred by you or any users of your account and credit card (or other applicable payment mechanism) at the price(s) in effect when such charges are incurred.  You will also be responsible for paying any applicable taxes relating to your purchases.

YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT MEANS USED TO INITIATE ANY TRANSACTION.  By submitting such information, you grant Sophia’s Loft the right to provide such information to third parties for purposes of facilitating the completion of Transactions initiated by you or on your behalf.  Verification of information may be required prior to the acknowledgement or completion of any Transaction.

All purchases are subject to Sophia’s Loft’s service fees and charges.  You agree that all purchases made by you on the Site cannot be exchanged and are non-refundable unless expressly stated otherwise, or otherwise provided by the Promoter or by applicable law.  You will be responsible for paying all applicable taxes in connection with your purchase of any tickets.  You may not be able to purchased tickets and/or merchandise on the Site if you do not follow our Purchase Policy, located at www.purchasepolicy.sophiasloft.com and incorporated into these Terms by reference.

You acknowledge that Sophia’s Loft and its partner websites have no control over the quality, accuracy, safety or legality of the products or services advertised.  NOTWITHSTANDING ANY STATEMENT TO THE CONTRARY AND TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, SOPHIA’S LOFT SHALL HAVE NO LIABILITY FOR ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM OR IN RELATION TO ANY TRANSACTION.

3.0 TERMS APPLICABLE ONLY TO PROMOTERS

  1. 3.1 Online Order Form
    These Terms are incorporated by reference into each Online Online Order Form  executed by Promoter and Sophia’s Loft, pursuant to which the Promoter receives the right to access and use the Services (the “Online Order Form”).  These Terms and the Online Order Form together comprise a binding written agreement between Promoter and Sophia’s Loft, effective as of the date of mutual execution of the Online Order Form by Promoter and Sophia’s Loft (the “Agreement”).  In the event there is a conflict between these Terms and the Online Order Form, the Online Order Form shall govern, provided however that the fact that a term or provision appears in the Online Order Form but not in these Terms, or in these Terms but not in the Online Order Form, shall not be deemed to be a conflict for purposes of this sentence.
  1. 3.2 Website for Services
    Sophia’s Loft will make the Services available to Promoter and its ticket and/or merchandise purchasers as specified on the Online Order Form through the Site and/or through such other website or URL that Promoter identifies in writing and Sophia’s Loft approves for the sale of tickets to Promoter Events (the “Promoter Website”).
  1. 3.3 Term
    The initial term of the Agreement is given on the top of the Online Order Form .  The Online Order Form will automatically renew at the end of the initial term for successive one-year periods, unless either party provides the other party with written notice of its intention not to renew at least thirty (30) days before the end of the then-current term.  If applicable at the sole discretion of Sophia’s Loft “Term” means the initial term and any and all extensions thereto.
  1. 3.4 Termination
    Either party may terminate an Online Order Form  if (i) the other party breaches any material term or condition and fails to cure within thirty (10) days written notice, or (ii) the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership.  Sophia’s Loft may terminate an Online Order Form  at any time and for any reason (including no reason) by providing Promoter with at least thirty (10) days prior written notice of termination.Upon termination of the Agreement, all of Promoter’s rights to access and use the Services will terminate, and Promoter will promptly (i) return to Sophia’s Loft any and all equipment provided by Sophia’s Loft under the Agreement and (ii) delete or otherwise remove any and all files relating to the Services from Promoter’s computers and storage devices.  In the event that any Promoter Events available on the Service have not occurred as of the effective date of termination and such Promoter Events will occur within sixty (60) days after the effective date of termination (the “Upcoming Promoter Events”), then the Agreement will remain in effect until all such Upcoming Promoter Events have occurred, or until Promoter notifies Sophia’s Loft in writing that Promoter has made alternative ticketing arrangements for all such Upcoming Promoter Events.  Promoter will be responsible for making alternative ticketing arrangements for any Promoter Events that will not occur within sixty (60) days after the effective date of termination.
    Sophia’s Loft provides the following optional premium services for Promoters when specified on an Online Order Form.
  1. 3.5 Equipment
  2. ANY EQUIPMENT PROVIDED BY SOPHIA’S LOFT IS PROVIDED “AS IS” WIHTOUT WARRANTY OF ANY KIND, AND SOPHIA’S LOFT DISLCAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLDUING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, CORRESPONDENCE TO DESCRIPTION, OR FITNESS FOR A PARTICULAR PURPOSE.  During the Term, Promoter may request, and Sophia’s Loft may provide to Promoter, the equipment for use with the Services.  Equipment is available on a purchase, lease or rental basis.  If any equipment is lost, stolen, damaged or otherwise returned in a condition that is not comparable to the condition it was received in, Promoter will be responsible for the cost of the missing or damaged items.  Sophia’s Loft reserves the right to cancel any provision of equipment to Promoter if Promoter fails to pay fees due under the Agreement.
  1. 3.6 Additional Services
    If Promoter requires or desires any development, support or consulting services related to the Services but not otherwise included under the Agreement (the “Additional Services”), Promoter will provide Sophia’s Loft with a written request for the desired Additional Services.  Should Sophia’s Loft determine in its sole discretion, to provide such Additional Services to Promote, Promoter and Sophia’s Loft will negotiate in good faith regarding a written statement of work setting forth the Additional Services to be provided and the applicable fees and expenses for such Additional Services (the “Statement of Work”).  If no Statement of Work has been signed within thirty (30) days after receipt by Sophia’s Loft of Promoter’s written request for Additional Services, neither party shall be obligated to continue such negotiations, and Sophia’s Loft will have no obligation to provide the Additional Services.  In addition, unless the parties should expressly agree otherwise in writing, all Additional Services will be provided on a time-and-materials basis at Sophia’s Loft’s then-current hourly rates.  The hourly rates for Sophia’s Loft services are available to Promoter upon request. Upon execution of each Statement of Work by the parties, such Statement of Work will be sequentially numbered, dated, and incorporated into the Agreement as an attachment.
  1. 3.7 Promoter Responsibilities
    Where applicable, Promoter agrees to (i) provide accurate, current and complete information about all past, present, and future Promoter Events, lineups, and artists; (b) maintain and update venue information to keep it accurate, current, and complete; (c) post material suitable for viewing by users eighteen (18) and over; (d) allow Sophia’s Loft the explicit right to use Promoter’s copyrights, trademarks, service marks, trade names, logos, and other intellectual and propriety rights for the purpose of providing the Services and promoting Promoter’s business anywhere on the Site Sophia’s Loft deems appropriate and in all Sophia’s Loft created media, including all social media networks but not limited to (such as Facebook, Twitter, YouTube, Instagram, and MySpace) and all content and functionality available through the Sophia’s Loft.com domain name; (e) allow Sophia’s Loft to sell tickets and/or merchandise to Promoter Events held at Promoter’s venue(s) or any other venue(s) or location(s) at which Promoter’s business conducts a Promoter Event; (f) refrain from engaging in any conduct that would unfairly prevent any person who purchased tickets to a Promoter Event from the Site or through the Services from attending the Promoter Event for which he or she purchased tickets, and agree to treat such individual in the same manner as if he or she purchased tickets directly from Promoter; (g) refrain from engaging in any conduct that would harm, infringe, destroy, or otherwise negatively affect Sophia’s Loft’s relationship with its users including individuals who purchase tickets to Promoter Events; (h) accept Sophia’s Loft’s roster of individuals who purchased a ticket to Promoter Events and provide those individuals with access to Promoter Events; (i) allow Sophia’s Loft to place information about Promoter Events anywhere on the Site it deems appropriate; (j) update and keep accurate any payment information necessary for Sophia’s Loft to provide Promoter’s business with compensation for Promoter Event ticket sales; (k) allow information about Promoter Events to be embedded by other Users on other websites; and (l) only the Promoter and Sophia’s Loft have access to Promoter’s User Account.  Promoter acknowledges that, if any information provided by Promoter is untrue, inaccurate, not current or incomplete, Sophia’s Loft reserves the right to terminate this Agreement and Promoter’s use of the Services.Promoter acknowledges that it is solely responsible for the usefulness and adequacy of all data, materials and content it provide for the Services or for use on the Site (the “Promoter Content”).  Promoter represents and warrants that the Promoter Content is accurate and current, and that provision and/or use of the Promoter Content hereunder does not violate or infringe the intellectual property, privacy or publicity rights of any third party, and that all placements of Promoter Content has been approved for Sophia’s Loft’s use.  Promoter shall defend, indemnify and hold Sophia’s Loft harmless from and against all claims, damages, liabilities, fines, costs and expenses, including reasonable legal fees incurred by Sophia’s Loft or which are agreed by Sophia’s Loft to be paid by way of settlement or compromise, arising out of any breach of the foregoing representation and warranty or any violation of applicable law by Promoter.  Promoter shall not be entitled to settle or compromise any such claim made against Sophia’s Loft without Sophia’s Loft’s prior written consent, such consent not to be unreasonably withheld.  Promoter grants Sophia’s Loft a limited, non-exclusive right to use the Promoter Content (including copyright, trademark, patent, publicity or other rights) for Sophia’s Loft to operate the Services.  Promoter shall have exclusive control of the Promoter Content which relates to the live event, venue or artist, including but not limited to any pictures and programs.  Sophia’s Loft shall cooperate with Promoter to ensure that the Promoter Content is accurate.
  1. 3.9 Service Fees and Refunds For Cancellations
    Sophia’s Loft reserve exclusive right to sell all tickets and/or merchandise in/and through various marketing mediums i.e. but not limited to: radio, websites, blogs, social media, print, text.  Sophia’s Loft will collect a per-ticket fee for each ticket sold using the Services.  Promoters will have the ability, through the Services (or by request to Sophia’s Loft), to issue refunds both on a per-ticket and/or merchandise purchaser basis and to all ticket and/or merchandise purchasers for a Promoter Event (e.g., where a Promoter Event is canceled).  Refunds on a per-ticket purchaser basis will include a refund of the ticket and/or merchandise price any service fees paid by such ticket purchaser, and there will be no charge for refunds to the Promoter.  If a show is cancelled and all ticket and/or merchandise purchasers are refunded, Sophia’s Loft will have the right to charge Promoter the per ticket service fee for work performed on all tickets and/or merchandise sold and refunded.
  1. 3.10 Price and Payment

Promoter agrees to the service fees and other charges (the “Fees”) as stated on the Online Order Form.  Promoter is responsible for all taxes, charges or duties including, without limitation, sales, use, value added, royalty or withholding taxes imposed by a federal, state, provincial, local or other government entity on Services provided under the Agreement, excluding taxes based on Sophia’s Loft’s net income.  Promoter may choose to use either Sophia’s Loft’s merchant account or its own merchant account.

Promoter is solely responsible for providing and maintaining accurate address and other contact information as well as payment information. For U.S. taxpayers, this information includes without limitation a valid U.S. tax identification number and a fully-completed Form W-9.  Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from any payment due to Promoter or invoiced to Promoter. Sophia’s Loft may change its pricing and/or payment structure at any time.  If Promoter disputes any payments or any invoice, Promoter must notify Sophia’s Loft in writing within thirty (30) days of any such payment or invoice; failure to so notify Sophia’s Loft shall result in the waiver by Promoter of any claim relating to any such disputed payment or invoice. Payments and invoices shall be calculated solely based on records maintained by Sophia’s Loft. No other measurements or statistics of any kind shall be accepted by Sophia’s Loft or have any effect under the Agreement.

  1. Terms applicable only to use of Promoter’s merchant account:

Sophia’s Loft  reserve the right for collecting payment from ticket and/or merchandise purchasers buying tickets to Promoter Events using Sophia’s Loft  Blog /Website and in-house sales, such as phone orders and walkups using credit cards or cash.  Sophia’s Loft will be responsible for collecting payment from ticket and/or merchandise purchasers buying tickets to Promoter Events using the Site.

  1. Sophia’s Loft will invoice Promoter 24-48 hrs on for the fees due to Sophia’s Loft.  All invoices will be due and payable upon receipt by Promoter, and Promoter will begin to incur late fees (equal to the lesser of 1.5% per month from the due date until the date of payment, or the maximum allowable by law) for any invoice that is not paid in full within thirty (30) days after the date of invoice.
  1. Terms applicable only to use of Sophia’s Loft’s merchant account:
  2. If the Promoter elects to use Sophia’s Loft’s merchant account, Sophia’s Loft will be responsible for collecting payments from all ticket and/or merchandise purchasers using Sophia’s Loft Blog/Website, the Site, and in-house credit card sales such as phone orders and walk-ups using credit cards.  Sophia’s Loft’s will be responsible for collecting in-house cash and credit card sales.
  3. The promoter shall receive a payment related to the number of valid tickets and/or merchandise sold on the Site. Unless otherwise agreed to by the parties in writing (including by electronic mail), payments to Promoter shall be sent by Sophia’s Loft within approximately 24-48 hours after the Event(s) occurs if the applicable.  However, all payments will be distributed at the end of the 3rd business day pay at 80% of minus fees, pay advancements, chargebacks, and customers disputes up to Ten business days the agreed payment until month even if the threshold limit is not reached.  In the event the Agreement is terminated, Sophia’s Loft shall pay the Promoter’s earned balance to the Promoter within approximately thirty (30) days after the end of the calendar week in which the Agreement is terminated. In no event, however shall Sophia’s Loft makes payments for any earned balance less than $1.00.Notwithstanding the foregoing, Sophia’s Loft shall not be liable for any payment based on: (i) tickets and/or merchandise for which an inaccurate or invalid credit card number, bank account, or any other form of payment is used which results in Sophia’s Loft being unable to collect payment from another for the purchase of the ticket and/or merchandise; (ii) Promoter Event(s) that were cancelled due to no fault of Sophia’s Loft; (iii) any breach of the Agreement by Promoter. Sophia’s Loft reserves the right to withhold payment or charge back Promoter’s account due to any breach of the Agreement by Promoter, pending Sophia’s Loft’s reasonable investigation of the breach.

    Promoter acknowledges and agrees that Sophia’s Loft may, should it decide to do so, without further notice to Promoter, contribute to a charitable organization selected by Sophia’s Loft all funds, payments and other amounts held by Sophia’s Loft and that are due to Promoter (if any), but which Sophia’s Loft is unable to pay or deliver to Promoter because Promoter’s payment information is inaccurate or invalid, or Promoter’s User Account is inactive. “Inactive” means that, based on Sophia’s Loft’s records: (i) for a period of twelve (12) months or more Promoter has not logged into Promoter’s User Account or accepted funds, payments or other amounts Sophia’s Loft has attempted to pay or deliver to Promoter, and (ii) Sophia’s Loft has been unable to reach Promoter, or has not received adequate payment instructions from Promoter, after contacting Promoter at the address shown in Sophia’s Loft’s records.

  1. 3.11 Business Practices
  2. Promoter covenants that it will: (a) conduct business in a manner that reflects favorably on Sophia’s Loft and its good name, good will, and reputation; (b) avoid deceptive, misleading, or unethical practices that are or might be detrimental to Sophia’s Loft or the public; (c) make no false or misleading representations with regard to Sophia’s Loft or its Services; (d) make no representations, warranties or guarantees to third parties with respect to the specifications, features, or capabilities of Sophia’s Loft’s services; and (e) not represent that it is acting as an agent of or otherwise on behalf of Sophia’s Loft.

4       PROPRIETARY RIGHTS

4.1 Privacy
Any information collected by Sophia’s Loft will be treated in the manner described in Sophia’s Loft’s Privacy Policy, located at http://www.Sophia’s Loft.com/policiesForPrivacy.cfm and incorporated into these Terms by reference.  Sophia’s Loft will not be responsible or otherwise liable for any use or disclosure of contact information, or financial information, by a third-party to whom Sophia’s Loft is allowed to disclose contact information under the Privacy Policy.

All User Content (as defined below) posted to the Site will be treated as non-confidential and non-proprietary.  In these Terms, post means the provision of information to the Site through features of the Site that are used to make information available to other members of the public (e.g., user reviews, bulletin boards, chat rooms, etc.).  Information that is posted to the Site shall not be subject to the Privacy Policy and may be publicly displayed and disclosed and otherwise used by Sophia’s Loft or any third party in any way.  Users should not post information about themselves on the Site that can be used to identify or contact them, including, but not limited to, name, home or work address, phone numbers, email address or other such information. Sophia’s Loft cannot prevent such information from being used in a manner that violates these Terms, the law, or a User’s personal privacy and safety. By posting such information on the Site, a User violates these Terms and assumes the risks and sole liability for the results of such posting.

  1. 4.2 User Content
    “User Content” means any data, materials or content that Users post, submit or transmit to or through the Site, such as ratings, reviews, complements, invitations and information that display as part of a User Account profile.  Sophia’s Loft may use User Content in a number of different ways, including displaying it on the Site, reformatting it, incorporating it into other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms (“Other Media”).  As such, all Users (i) irrevocably grant Sophia’s Loft permission to use their User Content for any purpose, (ii) irrevocably grant the Site’s Users and the Users of any Other Media the right to access their User Content in connection with their use of the Site and/or any Other Media, and (iii) irrevocably waive, and cause to be waived, any claims and assertions of moral rights or attribution with respect to their User Content.Each User alone is responsible for his or her User Content, and assumes all risks associated with the User Content, including anyone’s reliance on its accuracy, completeness or usefulness, or any disclosure of information in the User Content that makes the User personally identifiable.  All Users (i) represent that he or she owns, or has the necessary permissions to use and authorize the use of, his or her User Content as described herein, and (ii) agree to defend, indemnify and hold Sophia’s Loft harmless from and against all claims, damages, liabilities, fines, costs and expenses including reasonable legal fees incurred by Sophia’s Loft or which are agreed by Sophia’s Loft to be paid by way of settlement or compromise, arising out of any breach of the foregoing representation and warranty.

    Sophia’s Loft may remove or reinstate User Content from time to time at its sole discretion. For example, Sophia’s Loft may remove a review if it believes the review violates its content guidelines.  Sophia’s Loft has no obligation to retain or provide a User with copies of User Content, nor does Sophia’s Loft guarantee any confidentiality with respect to User Content.

    Sophia’s Loft and its licensees may display advertisements and other information adjacent to or included with User Content on the Site and Other Media.  Users are not entitled to any compensation for such advertisements.  The manner, mode and extent of such advertising are subject to change without specific notice to any User.

  1. 4.3 No Transfer
    All Users acknowledge that, except for the User Content, Promoter Content and Third-party Content (as defined below), Sophia’s Loft or its licensors retain all copyright, trademark, trade secret, patent and other proprietary and intellectual property rights to the Site and the Services.  All Users expressly acknowledge that nothing in these Terms or in the course of a Transaction shall operate in any way whatsoever to transfer any intellectual property rights from Sophia’s Loft or its licensors to any User.
  1. 4.4 Restrictions on Use
    All Users agree not to (i) restrict or inhibit any other User from using the Site, including, without limitation, by means of “hacking” or defacing any portion of the Site; (ii) use the Site or Services for any unlawful purpose; (iii) express or imply that any statements a User makes are endorsed by Sophia’s Loft, without Sophia’s Loft’s prior written consent; (iv) transmit any content or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes Sophia’s Loft’s or any third party’s intellectual property or other rights; (v) transmit any material, non-public information about persons or companies without the authorization to do so; (vi) transmit any trade secret of any third party; (vii) transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication (except as otherwise expressly permitted by Sophia’s Loft), (viii) engage in spamming or flooding; (ix) transmit any software or other materials that contain any viruses, worms, Trojan horses, defects, date bombs, time bombs or other items of a destructive nature; (x) modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Site; (xi) remove any copyright, trademark or other proprietary rights notices contained in the Site; (xii) “frame” or “mirror” any part of the Site without Sophia’s Loft’s prior written authorization; (xiii) link to any page of or content on the Site other than the URL located at www.Sophia’s Loft.com; (xiv) use any robot, spider, offline reader, website search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents without Sophia’s Loft’s prior written consent; (xv) harvest or collect information about Site visitors or members without their express consent; (xvi) take any action that imposes an unreasonable or disproportionately large load on Site infrastructure; (xvii) access, reload or “refresh” transactional event or ticketing pages, or make any other request to transactional servers, more than once during any three-second interval; (xviii) request more than 1,000 pages of the Site in any twenty-four hour period, whether alone or acting in concert with a group of individuals; (xix) use any passcode or password, regardless of whether or not such password or passcode is unique, to participate in a presale or other offer on the Site if not the original recipient of such passcode or password (i.e., if a User did not receive the passcode or password from Sophia’s Loft, or from the fan club or other organization with whom Sophia’s Loft is working to enable such presale or offer) or if User’s participation in such presale or other offer is inconsistent with such presale’s or offer’s terms); (xx) post content that is patently offensive to the online community, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual or post content that could be harmful to minors; (xxi) harass or advocates harassment of another person; (xxii) promote information that User knows is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (xxiii) display pornographic or sexually explicit material of any kind; (xxiv) provide material that exploits people under the age of eighteen (18) in a sexual or violent manner, or solicits personal information from anyone under eighteen (18); (xxv) provide instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses; (xxvi) solicit passwords or personal identifying information for commercial or unlawful purposes from other Users; (xxvi) engage in commercial activities without Sophia’s Loft’s prior written consent, such as contests, sweepstakes, barter, advertising, and pyramid schemes; or (xxvii) infringe Sophia’s Loft’s or any third party’s copyright, patent, trademark, trade secret, rights of privacy or publicity or other proprietary or intellectual property rights of any nature.Notwithstanding the foregoing, Sophia’s Loft grants the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials.  Sophia’s Loft reserves the right to revoke these exceptions either generally or in specific cases;
  1. 4.5 Third-party Links and Content
    The Site may contain links to third-party websites that are not owned or controlled by Sophia’s Loft.  Sophia’s Loft has no control over, and assumes no responsibility for, the content, privacy policies or practices of any third party websites.  In addition, Sophia’s Loft will not and cannot censor or edit the content of any third-party site.  By using the Site, Users expressly relive Sophia’s Loft from any and all liability arising from use of any third-party website.All Users understand and agree that any third-party data, content, materials or software (“Third-party Content”) which may be published on the Site or otherwise made available through the Site may be subject to third party licenses, that such licenses may be altered or revoked at any time by the applicable third party licensor, and that removal or alteration of Third-party Content shall not constitute a breach of these Terms.
  1. 4.6 Copyright Dispute Policy
    The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If a User believes in good faith that materials hosted by Sophia’s Loft infringes his or her copyright, such User (or such User’s agent) may send Sophia’s Loft a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Sophia’s Loft to locate the material on the Site; (d) the name, address, telephone number and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Additionally, if a User believes in good faith that a notice of copyright infringement has been wrongly filed by Sophia’s Loft against such User, the DMCA permits the User to send Sophia’s Loft a counter-notice.Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Site should be sent to Sophia’s Loft at customerservice@Sophia’s Loft.com.  Sophia’s Loft suggests that a User consults his or her legal advisor before filing a notice or counter-notice. Also, all Users should be aware that there can be penalties for false claims under the DMCA.

5.0 GENERAL TERMS

  1. 5.1 Warranties
    THE SITE AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND SOPHIA’S LOFT DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, CORRESPONDENCE TO DESCRIPTION, FITNESS FOR A PARTICULAR PURPOSE.  SOPHIA’S LOFT DOES NOT REPRESENT OR WARRANT BUT WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT THE SERVICES ARE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVERS USED FOR THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
  1. 5.2 Limitation of Liability
    Sophia’s Loft’s liability to any User or Promoter, or affiliates, registered agents, assignees, or any third party claims, for claims seeking indemnity, or for any recoverable losses, damages, or litigation and attorney’s fees or costs arising with respect to the Services, the Site or these Terms shall be limited to the amount of such User’s or Promoter’s actual direct damages, not to exceed (in the aggregate for all claims) the total annual amount paid under these Terms or the applicable agreement during its then-current contract year. If no fee is paid to Sophia’s Loft, Sophia’s Loft does not retain any liability.IN NO EVENT WILL SOPHIA’S LOFT OR ANY PERSON OR ENTITY INVOLVED IN THE CREATION, MANUFACTURE OR DISTRIBUTION OF ANY SOFTWARE, SERVICES OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT BE LIABLE OR INDEMNIFY YOU FOR: (i) ANY DAMAGES CAUSED BY A USER’S OR PROMOTER’S FAILURE TO PERFORM HIS OR HER RESPONSIBILITIES; (ii) ANY CLAIMS OR DEMANDS OF THIRD PARTIES OR (iii) ANY LOST PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF DATA, LOST SAVINGS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE SITE OR SERVICES PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF SOPHIA’S LOFT OR ITS PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    These limitations of liability will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in the agreement.
  1. 5.3 Governing Law
    All matters with respect to the Services, the Site, and these Terms will be governed by the laws of the State of California, United States of America, without regard to any conflict of law principles.  All Users and Promoters agree to the sole and exclusive venue of the state and federal courts encompassing Los Angeles, California for all matters arising with respect to same, and waive their right to a jury trial. The provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply hereunder.
  1. 5.4 Rules for Sweepstakes, Contests and Games
    In addition to these Terms, any sweepstakes, contests, games or similar promotions (collectively, “Promotions”) made available through the Site may be governed by specific, separate rules.  By participating in any such Promotion, a User will become subject to those rules.  Sophia’s Loft urges such Users to review any specific rules applicable to a particular Promotion, which will be linked from such Promotion, and to review the Privacy Policy which, in addition to these Terms, governs any information such User submits in connection with such activities. To the extent that the terms and conditions of such rules conflict with these Terms, the terms and conditions of such rules shall control with respect to the particular Promotion.
  1. 5.5 Notices
    Any notice pursuant to these Terms shall be in writing and shall be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) when delivered if delivered personally or sent by express courier service; (iii) when transmitted if sent by a confirmed facsimile; or (iv) when transmitted via email, provided that the receiving party acknowledges receipt by return email, and that the email clearly states in the subject line that it is intended to give notice under these Terms.
  1. 5.6 Entire Agreement
    This Agreement supersedes any prior agreement or understanding between the parties whether oral or written, and no party has relied on any representation that is not expressly set forth in this Agreement.  Any additional or conflicting terms contained in any User or Promoter purchase order, proposal or other document shall be deemed to be rejected by Sophia’s Loft without need of further notice of objection, even if such document is acknowledged or accepted by Sophia’s Loft, and regardless of any statement to the contrary which may be contained therein, and shall be of no effect or in any way binding upon Sophia’s Loft. The provisions of this Agreement shall be deemed severable, and the unenforceability of any one or more provisions shall not affect the enforceability of any other provisions.
  1. 5.7 Force Majeure
    Sophia’s Loft will not be in default or otherwise liable for any delay in or failure of its performance under these Terms if such delay or failure arises by any reason beyond its reasonable control, including any act of God, criminal acts, or any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delays in transportation or communications, or any act or failure to act by a User or Promoter, its employees, agents, or contractors. The parties will promptly inform and consult with each other as to any of the above causes that, in their judgment, may or could be the cause of a substantial delay in the performance of this Agreement. Sophia’s Loft is not liable for excusable delay.
  1. 5.8 Legal Fees
    Sophia’s Loft shall be entitled to recover reasonable attorney’s fees in the event Sophia’s Loft is the prevailing party in any legal action to enforce or interpret these Terms or the Agreement.
  2. 5.9 Assignment
    These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by a User or Promoter, but may be assigned by Sophia’s Loft without restriction.
  1. 5.10 Questions
    The Site is provided by Sophia’s Loft.  Any questions, regarding these Terms or the Site should be addressed to customerservice@Sophia’s Loft.com.
  1. 5.11 Notice for California Users
    Under California Civil Code Section 1789.3, California website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.