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Terms of Use

Last Modified: August 2nd, 2023

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These Terms of Use (“Terms”) are a binding legal agreement between you and Confetti Inc. (“Confetti”, “we” or “us”). These Terms contain the terms and conditions that govern your access to and use of the Services (as defined in Section 1(A) below). The term “you” means the individual person using or accessing the Services; or, if the Services is being used or accessed on behalf of a company or other entity, “you” means that company or entity.  If you are using or accessing the Services on behalf of a company or other entity, you agree to these Terms on behalf of that company or entity, and you represent and warrant that you have the authority to bind that company or entity to these Terms.

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Please review these Terms carefully before accessing or using the Services. You may execute an order form (each, an “Order”) that further specifies the Services and any applicable maintenance and support services, training, implementation, or other services (the “Additional Services”).  To the extent such Order contains additional terms, conditions, and limitations that apply to the Services or Services ordered you, such Order is incorporated into these Terms by reference. These Terms, together with any Orders and the terms of Confetti’s privacy policy (available at https://www.confetti.io/privacy-policy) (the “Privacy Policy”) are referred to collectively as this “Agreement.” Confetti provides the Services and the Additional Services solely on the terms and conditions set forth in the Agreement and on the condition that you accept and comply with the Agreement. By executing an Order or accessing the Services, you accept the Agreement and agree that you are legally bound by its terms. If you do not agree to the terms of this Agreement, Confetti does not license the Services to you, and you must not access or use the Services or any aspect thereof.

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  1. DESCRIPTION OF THE SERVICES

    1. Generally.  Confetti provides an internet-based software service that enables users to enhance the enjoyment of live events and facilitate interactions between event guests and their hosts (the “Confetti Platform”) and any printed or online written guides and documentation made generally available by Confetti in conjunction with the Confetti Platform (the “Documentation”).   The Confetti Platform and the Documentation are referred to collectively in these Term as the “Services.” If the Services are subject to any usage limits, those limits will be set forth in the Order

    2. Changes.  Confetti may choose to modify or discontinue features of the Services as the Services are updated and more features are added. We may stop, suspend, or modify features available through the Services at any time without prior notice to you.

  2. USE OF THE SERVICES

    1. Registration.  In order to open an account, you will be asked to provide us with certain information such as an account name and password. You agree to provide true, accurate, current, and complete information as prompted by our registration process, and to maintain and promptly update such information to keep it true, accurate, current, and complete. If you permit others to use your account credentials, you agree to these Terms on behalf of all other persons who use the Services under your account or password, and you are responsible for all activities that occur under your account or password. Access to the Services may require the use of your personal computer or mobile device, as well as communications with or use of space on such devices. You are responsible for any Internet connection or mobile fees and charges that you incur when accessing the Services.

    2. Right to Use the Services.  Subject to your strict compliance with all terms and conditions set forth in this Agreement, Confetti grants to you a limited, personal, non-assignable, non-transferable, non-sublicensable, and non-exclusive right to access and use the Services during the Subscription Period ((as defined in Section 11(B) (Subscription Period)) for your personal or internal business use.

    3. Your Responsibilities in Using the Services. You, your Affiliates and your Authorized Users shall (i) use the Services only in accordance with this Agreement and any laws, regulations, rules, ordinances, and government orders (“Laws”) applicable to the use of or access to the Services; and (ii) prevent unauthorized access to or use of Services and notify Confetti promptly of any such unauthorized access or use. You and your Authorized Users must keep all login credentials, including, without limitation, usernames and passwords, secure and confidential. You are responsible for any activity originating from your account, regardless of whether such activity is authorized by you.

    4. Restrictions.  Your use of the Services and the rights granted in this Agreement are subject to compliance with the restrictions set forth in this subsection.  You shall not, and shall not permit, assist, authorize, or encourage any third party to:

      1. sell, resell, license, sublicense, distribute, copy, reproduce, rent, or lease the Services, or include the Services in a service bureau or outsourcing offering, or otherwise make the Services available to, or use the Services for the benefit of, anyone other than you;

      2. access the Services for purposes of monitoring availability, performance, or functionality, to build a competitive product or service, or for any other benchmarking or competitive purposes;

      3. use the Services to store or transmit (i) infringing, libelous, or otherwise unlawful or tortious material, (ii) material in violation of third-party privacy rights, or (iii) code, files, scripts, agents, or programs intended to do harm, including without limitation viruses, worms, time bombs, trojan horses, malware, vulnerabilities, advanced persistent threats, exploits, code injections, and targeted attacks;

      4. disrupt, disable, or interfere with the integrity or performance of the Services or third-party data contained therein;

      5. permit direct or indirect access to or use of the Services in a way that circumvents any usage limit or attempt to gain unauthorized access to the Services or its related systems or networks;

      6. modify, translate, adapt, merge, or make derivative works of the Services, or frame or mirror any part of the Services;

      7. reverse engineer, decompile, disassemble, or otherwise reduce to human perceivable form any software made available or used in the provision of the Services, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

      8. remove or alter Confetti’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within the Services;

      9. access or use any manual or automated software devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from the Services;

      10. use the Services in a way that violates any Laws or restrictions set forth in the Documentation; and

      11. use or attempt to use another user’s account without authorization from that user and Confetti;.

    5. Open Source.  The Services may include programs or code that are licensed under an open source software (“OSS”) license model. OSS programs and code are licensed under and are subject to the terms and conditions of the applicable OSS license, and are specifically excluded from all license grants, warranty, and support obligations set forth in this Agreement. Nothing in this Agreement limits your rights under, or grants rights that supersede, the terms and conditions of any applicable end user license for the OSS.

    6. Minors and Blocked Persons. The Services are not available to persons under the age of 13. If you are between the ages of 13 and the age of legal majority in your jurisdiction of residence, you may only use the Services under the supervision of a parent or legal guardian who agrees to be bound by this Agreement. The Services are also not available to any users previously removed from the Services by Confetti or to any persons barred from receiving them under the laws of the United States (such as its export and re-export restrictions and regulations) or applicable laws in any other jurisdiction. BY DOWNLOADING, INSTALLING, OR OTHERWISE USING THE SERVICES, YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OF AGE, THAT YOUR PARENT OR LEGAL GUARDIAN AGREES TO BE BOUND BY THESE TERMS OF SERVICE IF YOU ARE BETWEEN 13 AND THE AGE OF LEGAL MAJORITY IN YOUR JURISDICTION OF RESIDENCE, AND THAT YOU HAVE NOT BEEN PREVIOUSLY REMOVED FROM AND ARE NOT PROHIBITED FROM RECEIVING THE CONFETTI SERVICES.

  3. PROPRIETARY RIGHTS

    1. ​User Data. You are the sole owner of any data, files, content, and other information that are submitted by you to Confetti directly or to the Services (collectively, the “User Data”), including any of the foregoing that are submitted to the Services by any third party as a result of Confetti’s provision of the Services to you. User Data shall include without limitation all User PII (as defined in Section 4(B) (Your Responsibilities for User Data) below) and all intellectual property rights therein.  You grant to Confetti and its service providers, to the fullest extent and for the maximum duration permitted by applicable law, an unrestricted, non-exclusive, worldwide and fully paid-up license to use, copy, modify, adapt, publish, translate, create derivative works from, perform, display, and distribute the User Data (including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any form, format, media, or media channels now known or later developed or discovered.  Subject to the licenses granted herein, Confetti acquires no right, title or interest in or to the User Data.

    2. ​​Feedback. You grant to Confetti a worldwide, perpetual, irrevocable, royalty-free, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner any suggestion, enhancement request, recommendation, correction, or other feedback (collectively, the “Feedback”) provided by you relating to the Services.

    3. ​Aggregated Data. Confetti reserves the rights to: (i) collect information about use of the Services by you, (ii) analyze the User Data, and (iii) aggregate such information and analysis (the “Aggregated Data”). Aggregated Data shall: (1) be anonymized in a manner that ensures that such information or analysis is not attributable directly to you; and (2) not contain any User Data.  You acknowledge and agree that the Aggregated Data does not constitute your confidential information and may be shared by Confetti with third parties for the purpose of providing, improving, or marketing the Services.

    4. ​Reservation of Rights. Confetti is the sole owner of the Services (including all software, workflow processes, user interfaces, designs, know-how, and other technologies made available as part of the Services, but excluding any User Data stored in the Services), the Aggregated Data, and all intellectual property rights in or to any of the foregoing.  Subject to the limited rights expressly granted hereunder, Confetti and its licensors reserve all right, title and interest in and to the Services and the Aggregated Data. No rights are granted to you hereunder other than as expressly set forth herein.

  4. USER DATA AND PRIVACY

    1. Protection of User Data.  Confetti uses reasonable security measures in order to attempt to protect User Data against unauthorized copying and distribution. However, Confetti does not guarantee that any unauthorized copying, use, or distribution of User Data by third parties will not take place. To the furthest extent permitted by applicable law, you hereby agree that Confetti shall not be liable for any unauthorized copying, use, or distribution of User Data by third parties and release and forever waive any claims you may have against Confetti for any such unauthorized copying or usage of the User Data, under any theory of law. Confetti may deny access to the Services to any user who is alleged to infringe another party’s copyright. Without limiting the foregoing, if you believe that your copyright has been infringed, please notify Confetti as specified here. THE SECURITY MEASURES TO PROTECT USER CONTENT USED BY CONFETTI HEREIN ARE PROVIDED AND USED “AS-IS” AND WITH NO WARRANTIES, GUARANTEES, CONDITIONS, ASSURANCES, OR OTHER TERMS THAT SUCH SECURITY MEASURES WILL WITHSTAND ATTEMPTS TO EVADE SECURITY MECHANISMS OR THAT THERE WILL BE NO CRACKS, DISABLEMENTS, OR OTHER CIRCUMVENTION OF SUCH SECURITY MEASURES.

    2. Your Responsibilities for User Data.  You represent and warrant that (i) you have the necessary rights and licenses required to provide the User Data to Confetti, (ii) you have obtained, from each data subject, appropriate and informed prior consent to the processing of their personal data by Confetti for purposes of providing the Services, and (iii) your provision of User Data to Confetti does not violate any intellectual property or privacy rights of third parties, confidential relationships, contractual obligations, or Laws. You shall be responsible for the accuracy, quality, and legality of the User Data and the means by which you acquire the User Data, including any personally identifying information of any person depicted in the User Data (“User PII”).  Without limiting the generality of the foregoing, you shall provide all notices to, and obtain any consents from, any data subject as required by any applicable Law in connection with the transfer and processing of any personally identifiable information of such data subjects via the Services by Confetti and/or by you. You shall be solely responsible for ensuring that any processing of User Data by Confetti and/or by you via the Services does not violate any applicable Laws. Furthermore, the parties agree that the use and handling of any User PII submitted to Confetti directly by any data subjects shall comply with the terms of Confetti’s Privacy Policy.

    3. Waiver. To the extent permitted by applicable law, Confetti takes no responsibility and assumes no liability for any User Data or for any loss or damage resulting therefrom, nor is Confetti liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter when using the Services. Your use of the Services is at your own risk. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules. Furthermore, Confetti is not liable for any statements or representations included in User Data. Confetti does not endorse any User Data, opinion, recommendation, or advice expressed therein, and Confetti expressly disclaims any and all liability in connection with User Data. To the fullest extent permitted by applicable law, Confetti reserves the right to remove, screen, or edit any User Data posted or stored on the Services at any time and without notice, including where such User Data violates these Terms or applicable law, and you are solely responsible for creating backup copies of and replacing any User Data you post or store on the Services at your sole cost and expense. Any use of the Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Services.

  5. FEES AND PAYMENT

    1. Fees and Payment.  You shall pay all fees specified in the Orders (the “Fees”). Except as otherwise specified in an Order: (i) Fees are based on the Services quantities that are purchased and not actual usage, (ii) payment obligations are noncancelable and, except as otherwise set forth in this Agreement, Fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant Subscription Period.

  6. CONFIDENTIALITY

    1. Definition. You acknowledge that Confetti may provide technology and information regarding its business that Confetti considers proprietary and confidential (the “Confidential Information”). For the avoidance of doubt, the Solution, future product information, pricing and the terms and conditions of this Agreement shall be considered Confidential Information. During the term of this Agreement and for five (5) years thereafter, you agree that you will not use any Confidential Information for any purpose not expressly permitted by this Agreement, and you will maintain the Confidential Information in strict confidence. You will disclose Confidential Information only to your agents who have a need to know such Confidential Information for the purpose of exercising your rights or performing your obligations under this Agreement, and who are under a duty of confidentiality no less restrictive than your duty hereunder. You will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as you protect your own confidential or proprietary information of a similar nature and with no less than reasonable care. You shall have no obligation under this Section with respect to any Confidential Information: (a) that was previously known to you free of any obligation to keep it confidential; (b) that is or becomes generally available to the public by other than unauthorized disclosure; or (c) that you receive from a third party whose disclosure does not violate any confidentiality obligation. In addition, you may disclose Confidential Information to the extent required by law or by the order of a court of similar judicial or administrative body, provided that you notify Confetti of such required disclosure promptly and in writing and cooperate with Confetti, at Confetti's request and expense, in any lawful action to contest or limit the scope of such required disclosure. You acknowledge that your failure to comply with the provisions of this Section shall result in irreparable harm to Confetti or its suppliers for which a remedy at law would be inadequate, and therefore, in the event of the breach or threatened breach by you of your obligations under this Section, Confetti shall be entitled to seek equitable relief in the form of specific performance and/or an injunction for any such actual or threatened breach, in addition to the exercise of any other remedies at law and in equity.

  7. THIRD PARTY CONTENT

    1. In addition to the User Data, Confetti may provide other third-party content on the Services (collectively, the “Third-Party Content”). Confetti does not control or endorse any Third-Party Content and makes no representation or warranties of any kind regarding the Third-Party Content, including without limitation regarding its accuracy or completeness. Please be aware that we do not create Third-Party Content, update, or monitor it. Therefore, we are not responsible for any Third-Party Content on the Services.

    2. You are responsible for deciding if you want to access or use third-party websites or applications that link from the Services (the “Reference Sites”). Confetti does not control or endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites, and makes no representations or warranties of any kind regarding the Reference Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Services are solely between you and such advertiser. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at your own risk.

    3. SMS Messaging via Twilio. If you opt-in to receive SMS messages via the Services, the following terms and conditions will apply:

      1. You can cancel the SMS service at any time. Just text "STOP" to the short code. After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again.

      2. If you are experiencing issues with the messaging program you can reply with the keyword HELP for more assistance, or you can get help directly at hi@confetti.io.

      3. Carriers are not liable for delayed or undelivered message.

      4. As always, message and data rates may apply for any messages sent to you from us and to us from you. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.

      5. If you have any questions regarding privacy, please read our privacy policy available at https://www.confetti.io/privacy-policy.

  8. DISCLAIMERS; NO WARRANTY

    1. ​​Disclaimers. THE SERVICES ARE PROVIDED “AS-IS” AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. USE OF THE SERVICES IS AT YOUR SOLE RISK. CONFETTI MAKES NO WARRANTY REGARDING THE SERVICES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. CONFETTI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WHILE CONFETTI ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE CONFETTI SERVICES SAFE, CONFETTI CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE CONFETTI SERVICES OR OUR SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CONFETTI OR THROUGH THE CONFETTI SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN

  9. ​INDEMNIFICATION

    1. ​​Indemnification by You. You shall indemnify, defend, and hold harmless Confetti its affiliated companies, and each of our respective contractors, employees, officers, directors, agents,  third-party suppliers, licensors, and partners (individually and collectively, the “Confetti Parties”) against any claim, demand, suit, or proceeding (“Claim”) brought directly or by a third party, from any claims, losses, damages, demands, expenses, costs, and liabilities, including legal fees and expenses, arising out of or related to your access, use, or misuse of the Services, any User Data you post, store, access, or otherwise transmit in or through the Services, your violation of the rights of any third party, any violation by you of this Agreement, or any breach of the representations, warranties, and covenants made by you herein.

    2. ​Procedures.  You agree to promptly notify the Confetti Parties of any third-party claim, and Confetti reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Confetti, and you agree to cooperate with Confetti’s defense of these claims. Confetti will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

  10. LIMITATION OF LIABILITY

    1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CONFETTI, THE CONFETTI PARTIES, ITS SUPPLIERS, OR LICENSORS, BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT IT OR THEY HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. CONFETTI’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES OR THIS AGREEMENT WILL AT ALL TIMES BE LIMITED TO (i) THE AMOUNTS YOU PAID TO CONFETTI (IF ANY) FOR THE AFFECTED ASPECT OF THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED DOLLARS, WHICHEVER IS GREATER. THESE LIMITATIONS ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CONFETTI AND YOU. TO THE EXTENT THAT APPLICABLE LAW PROHIBITS LIMITATION OF SUCH LIABILITY, CONFETTI SHALL LIMIT ITS LIABILITY TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW. THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN CONFETTI AND RECEIVED THROUGH OR ADVERTISED ON THE CONFETTI SERVICES OR RECEIVED THROUGH ANY REFERENCE SITES.

  11. TERM AND TERMINATION. 

    1. ​​Term of Agreement. This Agreement commences on the date that you accept this Agreement, the date that you enter into an Order, or the date that you first access the Services (whichever date occurs first) (the “Effective Date”), and continues until all subscriptions hereunder have expired or have been terminated.

    2. ​Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach is curable and remains uncured at the expiration of such period, (ii) immediately upon written notice to the other party of a material breach that is not curable, or (iii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors

    3. ​​Effects of Termination. Upon termination or expiration of this Agreement for any reason (i) any amounts owed to Confetti under this Agreement before such termination or expiration will be immediately due and payable by you, (ii) all rights granted to the Services in this Agreement will immediately cease to exist, and (iii) you must promptly discontinue all access to and use of the Services.  The following provisions shall survive any termination of this Agreement: 2(A) (Registration), 2(C) (Your Responsibilities in Using the Services), 2(D) (Restrictions), 3 (Proprietary Rights), 4 (User Data and Privacy), 5 (Fees and Payment), 6 (Confidentiality), 8(C) (Disclaimers), 9 (Indemnification), 10 (Limitation of Liability), 11(D) (Effects of Termination), 12 (Compliance with Laws), 13 (Governing Law), and 14 (General Terms)

  12. ​COMPLIANCE WITH LAWS. 

    1. You acknowledge and agree that the technology made available by Confetti may be subject to U.S. export control Laws. You shall comply with these Laws and shall not, without prior U.S. government authorization, export, re-export, or transfer the Services, or any portion thereof, either directly or indirectly, in violation of such Laws. In particular, the Services may not be exported or re-exported (i) into any United States embargoed countries, or (ii) to anyone of the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (a) you, your Affiliates and Authorized Users are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (b) you, your Affiliates and Authorized Users are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by Law, including the development, design, manufacture, or production of missiles, nuclear, chemical, or biological weapons.

  13. GOVERNING LAW.

    1. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

    2. Applicable Law and Venue

      1. ​​​To the fullest extent permitted by applicable law, you and Confetti agree that if you are a Subscribing Organization or a consumer resident of a jurisdiction other than those in (iv) below, the following governing law and arbitration provision applies:

      2. PLEASE READ THE FOLLOWING CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH Confetti AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM CONFETTI.

      3. You and Confetti agree to arbitrate any dispute arising from these Terms or your use of the Services, except that you and Confetti are not required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and Confetti agree that you will notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Confetti shall be sent to: Confetti Inc., Attn: Legal, 2554 #199 Lincoln Blvd, Venice, CA 90291. You and Confetti further agree: to attempt informal resolution prior to any demand for arbitration; that any arbitration will occur in Santa Clara County, California; that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS; and that the state or federal courts in Santa Clara County, California have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by this Agreement and the laws of the State of California and applicable United States law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. Whether the dispute is heard in arbitration or in court, you and Confetti will not commence against the other a class action, class arbitration, or other representative action or proceeding.

      4. If you are a resident in any jurisdiction in which the provision in the section above is found to be unenforceable, then any disputes, claims, or causes of action arising out of or in connection with these Terms will be governed and construed in accordance with the laws of the State of California without regard to any conflict of laws principles that would require the application of the laws of another jurisdiction, and will be heard exclusively in the state and federal courts located in Santa Clara county, California.  Each party hereby expressly and irrevocably consents, and waives any objection, to the venue and convenience of such courts. 

  14. GENERAL TERMS. 

    1. ​​Entire Agreement.  This Agreement constitutes the entire agreement between Confetti and you with respect to the Services and supersedes and replaces any other agreements, terms, and conditions applicable to the Services.  Notwithstanding the foregoing, if you have executed a separate subscription agreement with Confetti regarding your use and access to the Services, the terms of such separate agreement shall govern your access to and use of the Services. Any terms stated in your purchase order or acknowledgement shall have no force or effect. In the event that inconsistencies exist between this Agreement and any Order, the terms of this Agreement shall prevail, except to the extent an Order specifically references the section of this Agreement which such Order intends to modify or amend (and any such modification or amendment in an Order shall apply solely for purposes of such Order).  This Agreement creates no third party beneficiary rights.

    2. ​Changes.  Confetti may from time to time, in its sole discretion, change the terms and conditions of the Terms and the Privacy Policy.  If any such change is material, as determined in Confetti’s sole discretion, Confetti will notify you by email or by posting a notice of the changes on the page of its website where the Terms are accessible or on the account log-in page for the Services. By continuing to access and use the Services after any changes become effective, you agree to be bound by the revised Terms and Privacy Policy.

    3. ​No Waiver.  Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

    4. ​Severability.  If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting the intent as closely as possible.

    5. ​Assignment.  You may not assign any of your rights or obligations under this Agreement, without the prior written consent of Confetti, which shall not be unreasonably withheld, conditioned, or delayed, and any such attempt is null and void.

    6. ​Relationship of the Parties.  The relationship of the parties hereto is that of independent contractors for all purposes.

    7. ​Force Majeure.  Confetti will not be responsible for any failure to perform or delay in performing any of its obligations under this Agreement to the extent that such failure or delay results directly or indirectly from an event beyond Confetti’s reasonable control.

    8. ​Limitation of Time to File Claims. Any cause of action or claim you may have arising out of or relating to this Agreement or the Services must be commenced within one (1) year after the cause of action accrues. Otherwise such cause of action or claim is permanently barred.

    9. ​Notice.  All notices required under this agreement must be in writing and are considered effective: (i) if given by email, upon confirmed receipt, or (ii) three business days after mailing, when sent via certified mail, return receipt requested or postage prepaid. Notices to you will be sent to the address or email address on your most recent Order. You (a) consent to receive communications from Confetti in an electronic form; and (b) agrees that all notices and other communications provided by Confetti electronically satisfy any legal requirement that such communications would satisfy if they were to be in writing. In the event that the last e-mail address you provided to Confetti is not capable of delivering to you any notices required by this Agreement, Confetti’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice as of the date sent. Notices to Confetti must be sent to the following address:

 

Confetti Inc.

ATTN: Legal

2554 #199 Lincoln Blvd

Venice, CA 90291

Email: legal@confetti.io

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[End of Terms]

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