First-Hold Agreement

First-Hold, a Florida Corporation (“First-Hold”, “we”, “us”, or “our”) is an online booking platform that connects a venue (“Venue(s)”) or a facility (“Facility(ies)”) supplier (“Venue Manager(s)”; hereinafter, Venue Managers shall be deemed to include and refer to, but is not limited to, hospitality managers, event coordinators, group sales managers, director of events, or other persons who fill similar roles managing the Venue or the Facility) with individuals or planners (“Visitors”) who wish to book such Venues or Facilities (hereinafter, a Visitor who has booked a Venue or a Facility or otherwise signed up for the Service shall be referred to as a “Guest”, a “User”, or “you”) offered by Venue Managers at Venue Manager specific web pages located on First-Hold.com (“First-Hold.com”, “Site”, “First-Hold Website”, “Platform”) framed within the look and feel of First-Hold.com (“Venue Listings”).

PLEASE READ THESE TERMS CAREFULLY AS THEY CONTAIN THE LEGAL TERMS AND CONDITIONS THAT YOU AGREE TO WHEN YOU USE THE FIRST-HOLD WEBSITE AND SERVICE, AS APPLICABLE, PROVIDED TO YOU BY FIRST-HOLD.     

BY BEING A VISITOR TO THE PORTION OF THE FIRST-HOLD WEBSITE THAT IS OFFERED OUTSIDE OF THE SERVICE (“PLANNER” OR “YOU”), YOU AGREE TO BE BOUND BY THE “WEBSITE TERMS”, WHICH INCLUDE TERMS APPLICABLE TO ALL VISITORS OF THE FIRST-HOLD WEBSITE, INCLUDING THE “PRIVACY POLICY” AND THE COPYRIGHT POLICY.

IF YOU CHOOSE TO REGISTER AS A USER OF THE SERVICE, YOU WILL BE ASKED TO CHECK A BOX TO INDICATE THAT YOU HAVE ALSO READ AND AGREE TO BE BOUND BY THE “SERVICE TERMS” IN ADDITION TO THE WEBSITE TERMS AND ANY OTHER TERMS AND CONDITIONS ON THE FIRST-HOLD WEBSITE (TOGETHER, THE “WEBSITE TERMS”, “SERVICE TERMS”, FIRST-HOLD POLICIES (INCLUDING THE “PRIVACY POLICY” AND THE “COPYRIGHT POLICY”) AND ANY OTHER TERMS AND CONDITIONS ON THE FIRST-HOLD WEBSITE SHALL BE REFERRED TO AS THE “FIRST-HOLD AGREEMENT”).

PLEASE BE AWARE THERE ARE CLASS ACTION PROVISIONS THAT MAY AFFECT YOUR RIGHTS.

PLEASE INDICATE YOUR ACCEPTANCE TO BE BOUND BY THE TERMS OF THIS FIRST-HOLD AGREEMENT BY CLICKING “I AGREE” BELOW AND FOLLOWING THE OTHER INSTRUCTIONS IN THE REGISTRATION PROCESS.

This First-Hold Agreement sets out the legally binding terms for use of the First-Hold Website and, if you are a User, membership in the Service. First-Hold may modify this First-Hold Agreement (or any part thereof) from time to time and such modification shall be effective upon posting of such change by First-Hold on the First-Hold.com Website.

If you are a Visitor to the First-Hold Website, under the terms of this First-Hold Agreement, you agree to be bound to any changes to this First-Hold Agreement that are applicable to you when you use the First-Hold.com Website after such modification is posted on the First-Hold.com Website. 

If you are a User of the Service, under the terms of this First-Hold Agreement, you agree to be bound to any changes to this First-Hold Agreement when you use the Service after such modification is posted on the First-Hold.com Website; however, for any “material” change, such “material” change shall become effective if: (i) First-Hold sends to you an e-mail or posts information on the First-Hold.com Website notifying you of such “material” change and the date that such new First-Hold Agreement will be posted on the First-Hold.com Website (“Effective Date”) and you then continue to use the Service after the Effective Date; or (ii) First-Hold asks you to agree to the new First-Hold Agreement with the change when you place a hold on or book a new Venue or Facility and you agree to the same.  If you do not agree to the “material” change, you may notify First-Hold under subsection (i) above or click “I do not agree” to the new First-Hold Agreement with the change under subsection (ii), as applicable; however, you acknowledge and agree that First-Hold may terminate your right to continue to use the Service.   

First-Hold Website Terms.

Operator.

The First-Hold Website and Service is operated by First-Hold.  First-Hold is also referred to in these terms as “we” or “us”.

Purpose of the Service. 

First-Hold is a venue space management and event scheduling online platform where Venue Managers can advertise their Venues or Facilities at the Venue Listings and through which Visitors can search, locate, inquire about, place holds on, and reserve such Venues or Facilities. First-Hold is not an event planning service or a referral service, unless you have a separate agreement with us, and does not provide, refer, place, offer, or seek to obtain reservations for Visitors or Venue Managers.  When booking through First-Hold.com, Guests enter into a direct and legally binding relationship with the Venue Manager.  First-Hold does not own, manage, or operate any of the Venues or Facilities listed in the Venue Listings on its Platform.  First-Hold acts solely as an intermediary between Guests and Venue Managers and may serve as an agent to accept payments from Guests on behalf of Venue Managers.  Both Users and Venue Managers agree that First-Hold is not a party to any contracts created by and between a User and a Venue Manager.  First-Hold is merely a website and service that helps connect Users and Venue Managers.

ALL INFORMATION REGARDING THE VENUES AND FACILITIES LISTED ON THE SITE IS BASED ON INFORMATION PROVIDED TO USER BY THE VENUE MANAGERS AT THEIR VENUE LISTINGS.  FIRST-HOLD CANNOT GUARANTEE THAT THE INFORMATION IS ACCURATE, AND DOES NOT ENDORSE ANY VENUE MANAGERS LISTED, AND IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS.  YOU ACKNOWLEDGE AND AGREE THAT, IF YOU REGISTER FOR THE SERVICE, IT IS YOUR RESPONSIBILITY TO REVIEW SEPARATELY ANY VENUE MANAGERS AND THEIR VENUE LISTINGS AND SPECIFIC TERMS AND CONDITIONS, AND TO REQUEST ADDITIONAL INFORMATION FROM, AND PERFORM YOUR OWN DUE DILIGENCE ON, THE PARTICIPATING VENUE MANAGERS AND THE VENUES AND FACILITIES MADE AVAILABLE BY THEM AT THE VENUE LISTINGS BEFORE MAKING A FINAL DECISION TO BOOK ANY VENUES AND FACILITIES PROVIDED BY THE VENUE MANAGERS.  YOU ALSO AGREE THAT WE ARE NOT LIABLE FOR AND CANNOT ACCEPT ANY LIABILITY IN CONJUNCTION WITH ANY CONTRACT CREATED BETWEEN YOU AND A THIRD PARTY.  WE DO NOT TRANSFER LEGAL OWNERSHIP, TITLE, OR RIGHT TO ANY COMPANIES OR LISTINGS THROUGH OUR SITE OR SERVICE.

Availability. 

First-Hold uses reasonable efforts to make the First-Hold Website and Service available twenty-four (24) hours a day and seven (7) days a week; however, there will be instances when the First-Hold Website or Service will be interrupted for maintenance, upgrades or emergency repairs and due to other reasons that are beyond the control of First-Hold, including failure of telecommunications lines, links and equipment.  While First-Hold will make every reasonable effort in order to minimize such issues where it is within our reasonable control to do so, there may be instances where such a disruption might occur.  In this respect, you agree that First-Hold will not in any way be liable or responsible to you for any such modification, suspension or disruption of the First-Hold Website or Service. 

Conduct. 

You agree that you shall not (i) interfere or disrupt (or attempt to interfere or disrupt) the First-Hold.com Website or the Service or servers or networks hosting or connected to the First-Hold Website or Service, or to disobey any requirements, procedures, policies or regulations of networks connected to this First-Hold Website or Service; (ii) provide any information to First-Hold that is false or misleading or results in a false or fraudulent reservation, that attempts to hide your identity or that you do not have a right to disclose; (iii) attempt to resell the First-Hold Website or Service or any portion of the same; (iv) create a link to, or otherwise link over from your website or web page, to this First-Hold.com Website; (v) access content or data not intended for you, or log onto a server or account that you are not authorized to access; (vi) attempt to probe, scan, or test the vulnerability of the Service, the Site, or to breach security or authentication measures without proper authorization; (vii) interfere or attempt to interfere with service to any user, host, or network, including, without limitation, by means of malware, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” (viii) use the Site or Service to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (ix) forge any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service; or (x) attempt to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by First-Hold in providing the Site or Service. Any violation of system or network security may subject you to civil and/or criminal liability. 

Trademarks.

The name “First-Hold” and the “First-Hold” logo are trademarks of First-Hold in the United States and other countries. All other company names, logos, and trademarks mentioned herein are the property of their respective owners.  Nothing herein shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use First-Hold’s name, logos, trademarks or other intellectual property displayed on this First-Hold.com Website except as expressly provided herein or by obtaining the written permission of First-Hold or such other third party owner, as applicable.  You acknowledge that First-Hold will aggressively enforce its intellectual property rights with respect to its trademarks to the fullest extent of the law, including, without limitation, the seeking of criminal prosecution.

Proprietary Rights in Content on First-Hold.com.

As between you and First-Hold, First-Hold owns and retains all proprietary rights in the First-Hold.com Website and the Service. The First-Hold.com Website contains copyrighted material, trademarks and other proprietary content and information of First-Hold and its licensors (such materials and content includes, but is not limited to, the design, layout, artwork and other elements of the First-Hold.com Website and any text, audio, video, logo, information, data, software, documentation, services or any other materials contained on this First-Hold.com Website) (“First-Hold Content”) and is protected by copyright and other intellectual property laws, international treaties and other intellectual property rights. You may view, download, print, and copy the First-Hold Content on this First-Hold.com Website for your own personal, informational, non-commercial use, provided that (i) you do not modify the First-Hold Content, (ii) any copies that you may make must be marked “Copyright First-Hold. All rights reserved”; and (iii) you retain all copyright and propriety notices originally contained in the First-Hold Content on any copies.  You may not use, reproduce, display, post, transmit, or distribute any materials contained on this First-Hold.com Website, including any First-Hold Content, for any commercial purpose.  Nothing herein shall be construed as granting any license or right to use this First-Hold.com Website or any materials contained on this First-Hold.com Website, including any First-Hold Content, except as expressly provided herein.  Except for that information for which you have been given written permission or for which you have been provided specific rights as specified in the First-Hold Agreement, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such First-Hold Content.  You acknowledge that First-Hold will aggressively enforce its intellectual property rights with respect to its First-Hold Content to the fullest extent of the law, including, without limitation, the seeking of criminal prosecution.

Non Commercial Use by Visitors and “Users”.

The First-Hold.com Website is solely for the personal use of Visitors in the visitor only areas and the personal use of Users that have registered for the Service when booking a Venue or a Facility with a Venue Manager in the Venue Listings of the Platform, and may not be used in connection with any commercial endeavors, except those that are specifically endorsed or approved by the management of First-Hold. Illegal and/or unauthorized use of the First-Hold.com Website, including collecting usernames and/or e-mail addresses of Users by electronic or other means for the purpose of sending unsolicited e-mail or unauthorized framing of or linking to the First-Hold.com Website, is prohibited and will be investigated. Appropriate legal action will be taken by First-Hold for any illegal and/or unauthorized use of the First-Hold Website.

Third-Party Links.

This First-Hold.com Website may from time to time provide links that will take you to other third-party websites, including websites owned and operated by participating Venue Managers.  Any such links are provided solely as a convenience to Visitors or Users.  First-Hold has no control over these websites or their content and does not assume any responsibility or liability for these websites or their content.  First-Hold does not endorse or make any representations about these websites, or any information, materials, or products found thereon.  If you access any of the third-party websites linked on this First-Hold.com Website, you do so at your own risk and you agree that First-Hold shall not be liable for any loss or damage that you may suffer by using any of these other websites or any of the opportunities offered by participating Venue Managers.

Third-Party Materials on the First-Hold.com Website.

This First-Hold.com Website may contain materials submitted by third-parties.  Any such materials are provided solely as a convenience to our Visitors and Users.  First-Hold has not tested or evaluated these materials and does not endorse or make any representations about these materials or your use thereof.  If you use any of these third-party materials or any third-party products or services referenced in these materials, you do so at your own risk.  In no event shall First-Hold be liable for any loss, claim, damages, or costs that may arise in connection with your use of these third-party materials.

Inaccurate Material on the First-Hold.com Website.

A possibility exists that the First-Hold.com Website or any First-Hold Content could include inaccuracies or errors and that unauthorized additions, deletions and alterations could be made to the First-Hold.com Website or any First-Hold Content by unauthorized third-parties. Although First-Hold attempts to ensure the integrity of the First-Hold.com Website and any First-Hold Content on it, it makes no guarantees whatsoever as to the completeness, correctness or accuracy of the First-Hold.com Website or any of the First-Hold Content on the First-Hold.com Website.  In the event that such an inaccuracy arises, please inform us so that it may be corrected. 

Privacy. 

Please review the First-Hold “Privacy Policy”.  The terms of the Privacy Policy are incorporated into, and considered part of, these Website Terms. 

United States Website; International Use Limited.

PLEASE NOTE THAT THE FIRST-HOLD WEBSITE IS BASED IN THE UNITED STATES AND IS HOSTED ON SERVERS LOCATED IN THE UNITED STATES.  IF YOU USE THE FIRST-HOLD WEBSITE OR SERVICE FROM OUTSIDE THE UNITED STATES, PLEASE NOTE THAT YOUR INFORMATION MAY BE TRANSFERRED TO AND MAINTAINED ON COMPUTERS AND SERVERS LOCATED OUTSIDE OF YOUR STATE, PROVINCE, COUNTRY, OR OTHER GOVERNMENTAL JURISDICTION, WHERE PRIVACY LAWS MAY NOT BE AS PROTECTIVE AS THOSE IN YOUR JURISDICTION. YOUR CONSENT TO THE FIRST-HOLD AGREEMENT AND PRIVACY POLICY FOLLOWED BY YOUR SUBMISSION OF INFORMATION TO FIRST-HOLD REPRESENTS YOUR AGREEMENT TO THE TRANSFER OF SUCH INFORMATION TO THE UNITED STATES AND THE HANDLING OF YOUR INFORMATION CONSISTENT WITH THIS FIRST-HOLD AGREEMENT AND THE PRIVACY POLICY AND APPLICABLE UNITED STATES LAW.

First-Hold makes no representation that the First-Hold Website or Service or any aspect thereof will be available or appropriate for use in locations outside of the United States. Those who choose to access the First-Hold Website or Service from locations outside the United States do so at their own risk and are responsible for compliance with local laws and regulations. First-Hold Visitors and Users are responsible for compliance with all United States export laws and regulations when such Planner or User exports any products, services, content or materials provided through the First-Hold Website or Service.

Copyright Policy.       

If you believe that First-Hold has acted in violation of your copyright rights, please contact us pursuant to the terms of our “Copyright Policy”, the terms of which are incorporated into, and considered part of, these Website Terms. 

Governing Law. 

These Website Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of law rules.

Arbitration.

The parties agree that, except as narrowly enumerated herein, any and all controversies, disputes or claims arising out of or relating to this Agreement or the Service provided hereunder, including without limitation any dispute concerning the construction, validity, interpretation, enforceability or breach of this Agreement, shall be submitted to and settled through binding arbitration.  By agreeing to arbitrate, the parties hereby waive their rights to a jury trial.  Notwithstanding the foregoing, this Agreement excepts from arbitration individual actions small enough to be brought in small claims court. Further, individual claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to the foregoing arbitration agreement, provided, however, that if these claims are brought as part of a multi-claim complaint that also contains additional claims other than these claims shall be subject to the foregoing arbitration agreement.  Moreover, either party may seek emergency equitable relief in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of the right to arbitrate.

a.       The demand for arbitration shall be made within a reasonable time after the controversy, dispute or claim has arisen, and in no event shall it be made after one (1) year from when the aggrieved party knew or should have known of the controversy, dispute or claim.  The demand for arbitration shall be made and the arbitration shall be conducted under the Florida Arbitration Code (FAC), Chapter 682. 

b.      The arbitration shall be conducted before a single arbitrator. If the Parties are not able to agree upon the selection of an arbitrator, within thirty (30) days of commencement of an arbitration proceeding by service of a demand for arbitration, the arbitrator shall be selected pursuant to Fla. Stat. § 682.04.  The arbitrator shall have at least five (5) years of legal experience and experience in matters of e-commerce agreements and the provision of services thereunder and also shall have served as an arbitrator at least three times prior to their service as an arbitrator in this arbitration. The arbitration shall be commenced and held in Palm Beach County, in the State of Florida. No potential arbitrator may be appointed unless he or she has agreed in writing to be bound by these procedures. 

c.       To the extent state law is applicable, the arbitrator shall apply the substantive law of the State of Florida, without regard to principles of conflict of laws.  The U.N. Convention on Contracts for the International Sale of Goods shall not apply. 

d.      Each party will be entitled to reasonable discovery in preparation for the arbitration, including the production of relevant documents and the deposition of witnesses.  Any disputes involving discovery shall be heard and resolved by the arbitrator.  All objections are reserved for the arbitration hearing, except for objections based on privilege and proprietary or confidential information.

e.       All aspects of the arbitration shall be treated as confidential and neither the parties nor the arbitrator may disclose the existence, content or results of the arbitration, except as necessary to comply with legal or regulatory requirements.  Before making any such disclosure, a party shall give written notice to all other parties and shall afford such parties a reasonable opportunity to protect their interests. It is the intent of the parties that, barring extraordinary circumstances, arbitration proceedings will be concluded within one hundred and twenty (120) days from the date the arbitrator is appointed. The arbitrator may extend this time limit in the interests of justice. Failure to adhere to this time limit shall not constitute a basis for challenging the award.  At the conclusion of arbitration proceedings, the arbitrator shall make her award and said award may be modified, corrected, confirmed, vacated and/or appealed as set forth in Chapter 682. 

f.       Except as provided under Fla. Stat. § 682.11(2), each party will bear its own attorney’s fees and costs related to the arbitration.  Each party expressly agrees that any issues of entitlement to, and amount of, attorney fees shall be decided by the arbitrator.

Jurisdiction.

The parties agree that any action brought under this Agreement shall be filed only in the state or federal courts located in Palm Beach County in the State of Florida and they further agree and submit to the exercise of personal jurisdiction of such courts.  The parties also agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Class Action Waiver.

You and First-Hold agree that any proceedings to resolve or litigate any dispute, whether through a court of law or arbitration, shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, private attorney general action, or similar action.

First-Hold.com Website Warranty Disclaimer.

THIS FIRST-HOLD.COM WEBSITE IS PROVIDED “AS IS” WITH NO WARRANTIES WHATSOEVER.  ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED.  TO THE FULLEST EXTENT PERMITTED BY LAW, FIRST-HOLD DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE FIRST-HOLD.COM WEBSITE.  WE DO NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE FIRST-HOLD.COM WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE FIRST-HOLD.COM WEBSITE OR THE SERVERS THAT SUPPORT IT WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, AND WE DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY FIRST-HOLD CONTENT.

First-Hold.com Website Use Limitation of Liability.

TO THE FULLEST EXTENT ALLOWED BY LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOST PROFITS, WHETHER ARISING IN CONTRACT, EQUITY, NEGLIGENCE, INTENDED CONDUCT OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND STRICT LIABILITY IN TORT), INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM DELAY, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, REVENUE OR SAVINGS (ACTUAL OR ANTICIPATED), OR OTHER ECONOMIC LOSS OR LOST PROFITS IN CONNECTION WITH OR ENSUING FROM, OR  ARISING OUT OF, (I) THE USE OR INABILITY TO USE THE PORTION OF THE FIRST-HOLD.COM WEBSITE OFFERED OUTSIDE OF THE SERVICE, (II) ANY TRANSACTIONS CONDUCTED THROUGH OR FACILITATED BY THE FIRST-HOLD.COM WEBSITE OFFERED OUTSIDE OF THE SERVICE; (III) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE FIRST-HOLD.COM WEBSITE OFFERED OUTSIDE OF THE SERVICE, (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR (V) ANY OTHER MATTER RELATED TO THE FIRST-HOLD.COM WEBSITE OR INFORMATION PROVIDED THROUGH THE FIRST-HOLD.COM WEBSITE, EVEN IF FIRST-HOLD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR ANY LIMITED REMEDY.  BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS DO NOT APPLY TO YOU.  IN THIS RESPECT, THE MAXIMUM LIABILITY FOR DAMAGES OF FIRST-HOLD FOR ANY CLAIM ARISING FROM YOUR USE OF THE FIRST-HOLD.COM WEBSITE OUTSIDE OF THE SERVICE SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100.00). 

First-Hold Service Terms.

1.         Eligibility.

Membership in the Service is void where prohibited. By placing a hold on or booking a Venue or a Facility with the Service or establishing an account with the Service (a “Membership Account”) and using the First-Hold Website and Service, you represent and warrant that all registration information you submit is truthful and accurate and that you agree to maintain the accuracy of such information.

To purchase from or register as a User of the Service:

·         you must be 18 years of age or older. 

·         you must have the full right, power, and authority to enter into this Agreement.

·         you must not be a competitor of First-Hold.

·         you must not be 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 you must not be listed on any U.S. Government list of prohibited or restricted parties.

In this respect, you represent and warrant that

·         you are 18 years of age or older and that your use of the First-Hold Website and Service shall not violate any applicable law or regulation.

·         you have the full right, power, and authority to enter into this Agreement.

·         you are not a competitor of First-Hold, and you will not use the Service to compete with First-Hold.

·         you 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 you represent and warrant that you are not listed on any U.S. Government list of prohibited or restricted parties.

If we learn that you are misrepresenting any of the above bullet points, your profile may be deleted without warning.

2.         Registration. 

You agree that the information that you provide to us upon registration with the Service and at all other times will be true, accurate, current and complete.  You also agree that you will ensure that this information is kept accurate and up to date at all times.  In particular, you must keep your e-mail address up to date in that this is the primary means in which we will communicate with you about your Membership Account and your orders. 

3.         Password and Membership Account.

When you register as a User, you may be asked to provide a password.  Since you will be responsible for all of the activities that occur with respect to your Membership Account, we ask that you keep your password confidential.  Your membership is solely for your personal use, and you shall not authorize others to use your Membership Account, including your profile or e-mail address. YOU ARE SOLELY RESPONSIBLE FOR ALL CONTENT PUBLISHED OR DISPLAYED THROUGH YOUR MEMBERSHIP ACCOUNT, INCLUDING ANY E-MAIL MESSAGES, AND FOR YOUR INTERACTIONS WITH FIRST-HOLD. YOU ARE ALSO SOLELY RESPONSIBLE FOR ANY RESERVATIONS FOR VENUES OR FACILITIES BOOKED WITH  VENUE MANAGERS THROUGH YOUR MEMBERSHIP ACCOUNT.  You must notify First-Hold immediately of any unauthorized use of your password or if you believe that your password is no longer confidential.  We reserve the right to require you to alter your password if we believe that your password is no longer secure. 

In this respect, you shall not disclose your password to any third party or permit any third party to access your Membership Account.  You may not sell or otherwise transfer your profile for your Membership Account.

You may not use the account, username, or password of any other User at any time or attempt to impersonate (i) another visitor to the First-Hold.com Website, (ii) any person who is not a User or (iii) any User.

First-Hold reserves the right to cancel the Service or to discontinue Membership Accounts that have been inactive for more than three-hundred and sixty five (365) days.

4.         E-mail from First-Hold.

The communication standards for the Service include, but are not limited to: e-mail and web-based browser technology.

By registering for and using the Service, Users agree and expressly consent to receive e-mail from First-Hold, as e-mail is the primary means of communication used by First-Hold.

5.         Technical Requirements.

Use of the Service requires Internet access through your computer or mobile device. You are responsible for all mobile carrier charges resulting from your use of the Service, including from any notifications provided by the Service. First-Hold does not guarantee that the Service will be compatible with all devices or will be supported by all mobile carriers. You may be required to have JavaScript (or similar technologies) enabled to use the First-Hold Site, and some features and portions of the First-Hold Site (including, but not limited to, making, modifying, or canceling reservations) may not be accessible with JavaScript disabled.

6.         Agreement Terms.

As soon as you register and accept the terms of the First-Hold Agreement, you become a User of the Service.  This First-Hold Agreement shall remain in full force and effect while you use the First-Hold.com Website or the Service, and/or are a User.  You agree that First-Hold may at any time without notice: (i) move, change or suspend any part of the Service; (ii) terminate your Membership Account or deny you access to your Membership Account; or (iii) deny to you any bookings available through the Service for any reason, including your failure to comply with this First-Hold Agreement or a competent regulatory authority requires us to do so.  You may terminate your membership at any time.

If First-Hold terminates your Membership Account, such termination shall be effective upon First-Hold sending notice to you at the e-mail address you provide during registration for your Membership Account or other e-mail address as you may subsequently provide to First-Hold.

7.         User Content

First-Hold may, at our sole discretion, permit Users to post, upload, publish, submit, or transmit photos, diagrams, text, testimonials, reviews, videos, sounds, images, or information (collectively, “User Content”).  By making available any User Content on or through the Site, you hereby grant First-Hold a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User Content on, through, or by means of the First-Hold.com Website.  First-Hold does not claim any ownerships rights in any such User Content and nothing in this First-Hold Agreement will be deemed to restrict any rights that you may have to use and exploit such User Content.  You acknowledge and agree that you are solely responsible for all User Content that you make available through the Site.  Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Site or you have all rights, licenses, consents, and releases that are necessary to grant to First-Hold the rights in such User Content, as contemplated under these Terms; (ii) neither the User Content nor your posting, uploading, publication, submission, or transmittal of the User Content or First-Hold’s use of the User Content (or any portion thereof) on, through, or by means of the First-Hold.com Website will infringe, misappropriate, or violate a third-party’s patent, copyright, trademark, trade secret, moral rights, or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation, and (iii) all User Content complies with the terms of the First-Hold Acceptable Use Policy.  In addition, you agree to indemnify First-Hold for any violation of the First-Hold Agreement in accordance with the Indemnity provisions below.

For the avoidance of doubt, you agree that First-Hold may review or monitor this User Content and may remove or alter any materials that you submit in its sole discretion at any time for any reason. 

8.         Venue Manager Response to Reservations and/or Holds.

Once a User submits an inquiry message or makes a reservation request (“Reservation”) or a hold request (“Hold”) through First-Hold.com, the Venue Manager will contact the User to respond to the inquiry message or confirm or reject a Reservation within seventy-two (72) hours of when the inquiry message is sent or the Reservation or Hold is made.  The Venue Manager may also contact the User to discuss the details of the Venue or Facility and to send to the User new or additional offers on Venues or Facilities. 

USER ACKNOWLEDGES AND AGREES THAT FIRST-HOLD IS NOT A PARTY TO ANY AGREEMENT BETWEEN THE VENUE MANAGER AND THE USER.  RATHER, FIRST-HOLD IS MERELY A WEB SITE AND SERVICE THAT HELPS CONNECT USERS AND VENUE MANAGERS.  FIRST-HOLD ONLY SERVES AS THE LIMITED AGENT OF THE VENUE MANAGER TO ACCEPT AND PROCESS A RESERVATION AND ACCEPT A PORTION OF THE BOOKING FEE IN THE FORM OF A COMMISSION FEE FROM USERS IN THE EVENT THAT THE USER MAKES A RESERVATION THROUGH THE FIRST-HOLD.COM SITE, OR A PAYMENT FROM USERS WHEN A USER CANCELS HIS/HER CONFIRMED RESERVATION AFTER THE GRACE PERIOD HAS ENDED AND THE VENUE MANAGER’S CANCELLATION POLICY ON THE FIRST-HOLD SITE DICTATES THAT A FEE IS TO BE CHARGED.  OTHER THAN THESE SITUATIONS, THE USER IS RESPONSIBLE FOR MAKING ANY BOOKING FEE (LESS THE COMMISSION FEE) DIRECTLY TO THE VENUE MANAGER FOR THE VENUES AND FACILITIES, AS DESCRIBED BELOW, AND OTHERWISE DETERMINING WHETHER IT WISHES TO ENTER INTO THE BOOKING AGREEMENT TERMS WITH THE VENUE MANAGER.    

FURTHER, YOU AGREE THAT FIRST-HOLD IS NOT LIABLE FOR AND CANNOT ACCEPT LIABILITY IN CONJUNCTION WITH ANY CONTRACT CREATED BETWEEN YOU AND A THIRD-PARTY VENUE MANAGER OR ANY CLAIM REGARDING VENUES OR FACILITIES RECEIVED BY YOU FROM A VENUE MANAGER.  IN ADDITION, FIRST-HOLD DOES NOT TRANSFER LEGAL OWNERSHIP, TITLE, OR RIGHT TO ANY COMPANIES OR LISTINGS THROUGH OUR SITE OR SERVICE.

9.         Service Fees.

First-Hold provides a service to facilitate Users and Venue Managers arranging bookings for Venues or Facilities.  Users shall be able to search for Venues or Facilities based on criteria including, but not limited to location, size, and availability date.  You acknowledge that each Venue Manager has agreed to complete its booking process through the First-Hold Service when contact between You and the Venue Manager has been initiated through the First-Hold Service.

10.       Commission Fee for Reservations

As contemplated in Section 8, a User may make a Reservation through First-Hold.com for a Venue or Facility for a specific date and time.  Should a User wish to make a Reservation with the Venue Manager for a Venue or Facility through First-Hold.com, the User is required to pay to First-Hold ten percent (10%) (“Commission Fee”) of the total cost of the Venue or Facility stated in the Venue Listing (“Booking Fee”), and User’s payment of the Commission Fee will result in a ten percent (10%) reduction in the Booking Fee that User will owe to the Venue Manager.  This payment is due at the time of making the Reservation.  For the avoidance of doubt, this payment is not due when a User places a Hold on a Venue or Facility.  You acknowledge that the Commission Fee paid by You and then deducted from the total price owed by You to the Venue Manager constitutes the commission that the Venue Manager owes to First-Hold for the Venue Manager’s contact with You through its use of the First-Hold Service. The Commission Fee may be charged to your credit card before the Venue Manager has confirmed the Reservation, however, if the Reservation is rejected before the Grace Period has expired, First-Hold shall refund the Commission Fee to You.  No Reservation is confirmed until the Venue Manager has contacted You confirming the Reservation. Once the Reservation has been confirmed and after the Grace Period expires, the Commission Fee is non-refundable, even if the Venue Manager cancels the Venue or Facility after confirming with You.

First-Hold reserves the right to change or alter the Commission Fees that it charges Users at any time.  If First-Hold makes any changes to the Commission Fee, First-Hold shall notify the affected parties and the new fee will apply to any future bookings for Venue or Facilities; however, User shall continue to have the same corresponding reduction in the applicable Booking Fee.  If the User does not accept such fee changes, the User’s sole remedy is to cease using the First-Hold Website and Service immediately.  A User’s continued use of the Website after such notification shall constitute acceptance by the User of the fee changes.

11.       Hold Challenge Release Terms

As contemplated in Section 8, a User may also place a Hold on a Venue or a Facility through First-Hold.com for a specific date and time. There is no cost or fee for a User to place a Hold on a Venue or a Facility for a specific date and time.  In this respect, you can place several different Holds with the same Venue Manager or different Venue Managers, for example, for different Venues at a specific date and time, or for different dates and times for a particular Venue, but First-Hold will only permit you to place one Hold for a particular Venue or Facility for a specific date and time.

A particular Venue or Facility for a particular date and a particular time can only have up to three Holds placed on it by Users of the Service. Whether there is a Hold placed for a particular Venue/date/time or a particular Facility/date/time will be displayed in the Venue Listing for that Venue or Facility. Each Hold is ranked in priority by the time it was placed on the Venue or Facility. For example, on Dec. 1, 2015, User A places a Hold on the Venue for an all-day event on July 4, 2016. On December 8, 2015, User B places a Hold on the same Venue for an all-day event on the same day. On December 15, 2015, User C places a Hold on the same Venue for an all-day event on the same day. User A’s Hold is the First Hold, User B’s Hold is the Second Hold, and User C’s hold is the Third Hold. After three Holds have been placed for the same Venue/date/time, a fourth User who wishes to book the Venue/date/time only has the option to Challenge the other Users who already have Holds on the Venue/date/time.

If no further actions are taken, a Hold will stay effective up until the particular date and time.

At any time, the holder of the First Hold may decide to book the Venue and, if he/she does, he/she will follow the Reservation process outlined in Section 8. Once the holder of the First Hold makes a Reservation for the Venue and there is a Confirmed Reservation that is made by the Venue Manager, the holder of the Second Hold and the holder of the Third Hold (if applicable) are notified by automatic e-mails that their Holds have been released and the Venue is now unavailable to them.

Also at any time, the holder of the Second Hold or the holder of the Third Hold (or a Venue Manager or a fourth User) may issue a Challenge by clicking the “Challenge” option under the Venue Listing.  A User will Challenge other Users for the Venue when that User is certain he/she wants to make a Reservation for the Venue and is ready and able to submit payment to make a Reservation for the Venue. Upon issuing the Challenge, the User who issues the Challenge shall pay a Challenge Deposit equal to the same Commission Fee that the User would have to pay to First-Hold with a Reservation. If a Challenge is issued, an automatic e-mail is generated by First-Hold and sent to all Users with a Hold on that particular Venue for that particular time and date. The e-mail will notify these Users that a Challenge has been issued, and will include instructions on what actions, if any, need to be taken.

For example, if the holder of the Second Hold issues a Challenge, an e-mail will be sent to the holder of the First Hold, notifying the holder of the First Hold of the Challenge and explaining that the holder of the First Hold has up to seventy-two (72) hours to either make a Reservation for the Venue or release the Venue. If the holder of the First Hold chooses to make a Reservation for the Venue, all other Users with a Hold on that Venue are notified by automatic e-mail of that action taken, and the Challenger will get his Challenge Deposit refunded. If the holder of the First Hold chooses to release the Venue from its Hold, the holder of the Second Hold is now in first priority and must now make a Reservation for the Venue. If the party issuing the Challenge was the holder of the Third Hold, the process is the same, with first the holder of the First Hold having up to seventy-two (72) hours to decide to make a Reservation or release the Hold, and second, the holder of the Second Hold having seventy-two (72) hours to decide to make a Reservation or release the Hold.

The Challenge process operates to allow Users to force those ahead of him in line to make a decision about whether he/she wishes to make a Reservation for the Venue.

COMMITMENT TO FIRST-HOLD SITE

BY EXECUTING THIS AGREEMENT WITH FIRST-HOLD, USER AGREES THAT ANY RESERVATIONS OR BOOKINGS MADE WITH A CONTACT THAT WAS FIRST INITIATED BY USING THE SERVICE PROVIDED BY FIRST-HOLD MUST BE MADE, AND CAN ONLY BE MADE, VIA THE FIRST-HOLD SITE, IRRESPECTIVE OF WHETHER THERE IS A NEW DATE OR A NEW TIME OR A VENUE CHANGE. ALL BOOKINGS WITH A VENUE MANAGER THAT WAS FIRST MADE BY USER THROUGH THE FIRST-HOLD SITE MUST BE MADE THROUGH THE FIRST-HOLD SITE.

12.       Grace Period, Cancellation, and Refund Terms.

By registering for and using the Service, Venue Managers agree that the terms of their own cancellation policies shall not come into effect until ten (10) days have passed from the day the Venue Manager confirms a Reservation (the “Grace Period”). If a User cancels a Reservation made through First-Hold.com within the Grace Period, you shall receive a full refund from the Venue Manager. But if you cancel a Reservation made through First-Hold.com after the Grace Period, the terms of the relevant Venue Manager’s cancellation policy detailed in the Venue Listing shall apply.  IN THIS RESPECT, YOU ACKNOWLEDGE AND AGREE THAT IT IS YOUR RESPONSIBILITY TO OBTAIN A COPY OF THE BOOKING AGREEMENT TERMS FROM THE VENUE MANAGER AND REVIEW THEM TO DETERMINE WHETHER YOU ARE SATISFIED WITH THE TERMS OF BOOKING THE VENUE OR FACILITY PRIOR TO THE EXPIRATION OF THE GRACE PERIOD.  IF YOU FAIL TO OBTAIN A COPY OF THE BOOKING AGREEMENT TERMS FROM THE VENUE MANAGER PRIOR TO THE EXPIRATION OF THE GRACE PERIOD, YOU ACKNOWLEDGE THAT IT IS YOUR RISK WITH RESPECT TO WHETHER YOU WILL BE SATISFIED WITH THE BOOKING AGREEMENT TERMS AND, IF YOU ARE NOT SATISFIED WITH THEM, WHETHER YOU WILL HAVE TO PAY TO FIRST-HOLD A CANCELLATION FEE FOR CANCELLING YOUR RESERVATION WITH THE VENUE MANAGER. 

The Grace Period operates so that the Venue Manager and the User may communicate with each other and determine whether the particular Venue or Facility offered by the Venue Manager is an appropriate fit for the particular User and whether the User is satisfied with the Booking Agreement terms for the Venue or Facility.

IN THIS RESPECT, BEFORE RESERVING A VENUE OR FACILITY THROUGH FIRST-HOLD.COM, ALL USERS ARE ADVISED TO REVIEW EACH PARTICIPATING VENUE MANAGER’S CANCELLATION POLICIES IN THE VENUE LISTINGS.   Such policies will be posted on each Venue Manager’s individual Venue Listing within the First-Hold.com Website.  BY MAKING AND CONFIRMING A RESERVATION THROUGH FIRST-HOLD, AND AFTER THE GRACE PERIOD HAS EXPIRED, THE USER AGREES TO BE BOUND TO THE CANCELLATION AND REFUND TERMS OF THE RELEVANT VENUE MANAGER, AND AGREES THAT THE RELEVANT VENUE MANAGER MAY NOTIFY, AND OTHERWISE TRANSFER INFORMATION TO, FIRST-HOLD REGARDING WHETHER THE USER SHOWED UP FOR, USED, AND PAID VENUE MANAGER FOR, THE VENUE OR FACILITY AND HOW MUCH USER PAID VENUE MANAGER, IF ANY AMOUNT.  FURTHER, USER ACKNOWLEDGES, UNDERSTANDS AND CONSENTS TO, THE FACT THAT, IF THE VENUE MANAGER IS LOCATED OUTSIDE OF THE UNITED STATES, SUCH INFORMATION WILL BE TRANSFERRED BY THE VENUE MANAGER OUTSIDE OF THE UNITED STATES TO FIRST-HOLD LOCATED IN THE UNITED STATES.

FOR THE AVOIDANCE OF DOUBT, AFTER A USER HAS MADE A RESERVATION THROUGH FIRST-HOLD.COM FOR A VENUE OR FACILITY, THE PARTICIPATING VENUE MANAGER HAS CONFIRMED THE RESERVATION, AND THE GRACE PERIOD HAS EXPIRED, THE COMMISSION FEE BECOMES NON-REFUNDABLE, EVEN IN THE EVENT OF A CANCELLATION.   

By agreeing to the First-Hold Agreement, the User also agrees to pay to First-Hold any fees required by the relevant Venue Manager’s cancellation policies.  In this respect, the User authorizes information about whether User has showed up for, used, and paid Venue Manager for, a Venue or Facility (and how much paid, if any) to be transferred by the Venue Manager to First-Hold located in the United States and authorizes First-Hold or any designated third-party payment processor to collect and charge the fees described in the Venue Manager’s cancellation policies in its Venue Listings to the credit card on file in accordance with this First-Hold Agreement and any cancellation policies of the relevant Venue Managers found in the Venue Listings.

13.       Termination and Account Cancellation Terms.

A User may cancel his or her First-Hold Account at any time.  Cancellation of an account does not create an obligation for First-Hold to delete or return any User Content, including any reviews or User feedback created by you.  If you wish to rescind your acceptance to this First-Hold Agreement, simply cancel your Account with First-Hold.

First-Hold may, at our discretion and without liability to you, with or without cause, with or without prior notice and at any time: (a) terminate this First-Hold Agreement or your access to the First-Hold.com Website, and (b) deactivate or cancel your First-Hold Account.  In the event First-Hold terminates this First-Hold Agreement or your access to the Site or deactivates or cancels your First-Hold Account, you will remain liable for all amounts outstanding. 

14.       Applicable Laws.

You must use the Service in a manner consistent with any and all applicable laws and regulations.

15.       Articles Disclaimer. 

First-Hold may from time to time post articles on the First-Hold.com Website containing information in the form of news and/or opinions that, unless otherwise stated therein, should not be construed as specific advice or instruction from First-Hold or official expressions of First-Hold.  First-Hold does not warrant, either expressly or by implication, the factual accuracy of the articles posted, nor does it adopt any statement as its own, or warrant any news or opinions offered by the author of said articles. Although First-Hold believes all statements made in the articles to be reliable and accurate based upon representations made by the authors themselves, First-Hold cannot guarantee that such statements are reliable and accurate and First-Hold accepts no fault or liability for any error or omission with respect to such articles.


16.       Disclaimer of Warranty.

FIRST-HOLD IS NOT RESPONSIBLE FOR ANY INCORRECT OR INACCURATE CONTENT POSTED ON THE FIRST-HOLD.COM WEBSITE OR IN CONNECTION WITH THE SERVICE PROVIDED OR ANY OF THE VENUES OR FACILITIES OR OFFERS MADE BY PARTICIPATING VENUE MANAGERS, WHETHER CAUSED BY ANY OF THE PARTICIPATING VENUE MANAGERS, BY ANY VISITORS OF THE FIRST-HOLD.COM WEBSITE OR USERS, OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN THE SERVICE. 

WHILE FIRST-HOLD ATTEMPTS TO VERIFY THAT THE VENUES AND FACILITIES PROVIDED BY PARTICIPATING VENUE MANAGERS ARE AS DESCRIBED BY THE PARTICIPATING VENUE MANAGERS AND HAS A POLICY OF DISCONTINUING THE ABILITY OF A PARTICIPATING VENUE MANAGERS TO PROVIDE INFORMATION ABOUT VENUES AND FACILITIES THROUGH THE SERVICE IF WE LEARN THAT A PARTICIPATING VENUE MANAGER IS NOT HONORING VENUES AND FACILITIES AS DESCRIBED IN THE SERVICE, FIRST-HOLD IS A SERVICE INTENDED ONLY TO PROVIDE A MEANS OF CONNECTING INTERESTED USERS TO VENUES AND FACILITIES OFFERED BY VENUE MANAGERS, AND YOU ACKNOWLEDGE AND AGREE THAT, IF YOU REGISTER FOR THE SERVICE, IT IS YOUR RESPONSIBILITY TO SEPARATELY REVIEW ANY VENUES AND FACILITIES AND THEIR SPECIFIC TERMS AND CONDITIONS AS LISTED ON EACH VENUE LISTING AND IN CONNECTION WITH THE PARTICIPATING VENUE MANAGER, AND TO REQUEST ADDITIONAL INFORMATION FROM, AND PERFORM YOUR OWN DUE DILIGENCE ON, THE PARTICIPATING VENUE MANAGERS AND THE VENUES AND FACILITIES OFFERED BY THEM BEFORE MAKING A FINAL DECISION TO RESERVE ANY SUCH VENUES AND FACILITIES FROM THE PARTICIPATING VENUE MANAGERS.    

FIRST-HOLD SPECIFICALLY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, FOR THE SECURITY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THIS SERVICE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR RESPONSIBILITY AS TO, OF OR FOR: (I) YOUR USE OF THE SERVICE, INCLUDING DAMAGES RESULTING OR ARISING FROM MISTAKES, ERRORS, OMISSIONS, INTERRUPTIONS, DELETIONS, DEFECTS, DELAYS IN TRANSMISSION, ANY COMPUTER VIRUSES, INFECTIONS, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES, COMMUNICATION LINE FAILURES, NON-DELIVERIES, MIS-DELIVERIES, THEFT OR UNAUTHORIZED ACCESS OF INFORMATION OR ANY FAILURE OR PERFORMANCE OF THE FIRST-HOLD WEBSITE OR SERVICE; (II) ANY DENIAL OR RESTRICTION OF YOUR ACCESS TO THE FIRST-HOLD WEBSITE OR SERVICE IN ANY MANNER BY FIRST-HOLD; OR (III) THE QUALITY, SUITABILITY, ACCURACY, FUNCTIONALITY OR OPERATION OF THE FIRST-HOLD WEBSITE OR SERVICE.  WE DO NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICE OR THE SERVERS THAT SUPPORT IT WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY CONTENT ON THE SERVICE, INCLUDING IN PARTICULAR, ANY VENUES AND FACILITIES THAT ARE PROVIDED BY PARTICIPATING VENUE MANAGERS, THAT THE SERVICE IS MAKING AVAILABLE TO YOU. Please note that some U.S. jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

Without limiting the foregoing, THE SERVICE, EVERYTHING ON THE FIRST-HOLD.COM WEBSITE AND ALL RELATED PRODUCTS AND SERVICE ARE PROVIDED "AS IS" WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED.

17.       Limitation on Liabilities.

TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL FIRST-HOLD HAVE ANY LIABILITY TO ANY USER OR PLANNER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL DAMAGES, OR LOST PROFITS WHETHER ARISING IN CONTRACT, EQUITY, NEGLIGENCE, INTENDED CONDUCT OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND STRICT LIABILITY IN TORT)), INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM DELAY, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, LOST REVENUE OR LOST SAVINGS (ACTUAL OR ANTICIPATED), OR OTHER ECONOMIC LOSS OR LOST PROFITS IN CONNECTION WITH OR ENSUING FROM (I) THE USE OR INABILITY TO USE THE FIRST-HOLD WEBSITE OR SERVICE, (II) ANY TRANSACTIONS CONDUCTED THROUGH OR FACILITATED BY THE FIRST-HOLD WEBSITE OR SERVICE, INCLUDING ANY VENUES AND FACILITIES REALIZED BY YOU THROUGH YOUR USE OF THE SERVICE; (III) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE FIRST-HOLD WEBSITE OR SERVICE, (IV) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR (V) ANY OTHER MATTER RELATED TO THE FIRST-HOLD WEBSITE OR SERVICE OR ANY FIRST-HOLD CONTENT OR INFORMATION PROVIDED ON THE FIRST-HOLD WEBSITE OR SERVICE, EVEN IF FIRST-HOLD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR ANY LIMITED REMEDY. 

BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS DO NOT APPLY TO YOU. IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, YOU HEREBY WAIVE ANY PROVISION IN LAW, REGULATION OR CODE SIMILAR REQUIRING SUCH RELEASE.  FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”  USERS HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR PROVISION IN ANOTHER JURISDICTION.  YOUR ABILITY TO USE THE FIRST-HOLD SERVICE IS CONTINGENT ON YOUR AGREEMENT WITH THIS AND ALL OTHER SECTIONS OF THIS FIRST-HOLD AGREEMENT.

NOTWITHSTANDING ANYTHING ELSE SET FORTH HEREIN, THE MAXIMUM LIABILITY OF FIRST-HOLD FOR DAMAGES FROM ANY CLAIM ARISING FROM YOUR USE OF THE FIRST-HOLD WEBSITE OR SERVICE SHALL BE LIMITED TO THE GREATER OF: (I) ONE HUNDRED DOLLARS ($100.00), OR (II) THE AMOUNT IN RESERVATION FEES THAT YOU HAVE PAID TO FIRST-HOLD. 

18.       Indemnity.

You understand and agree that you are personally responsible for your behavior in connection with the Service.  You agree to indemnify, defend and hold First-Hold, its subsidiaries, affiliates, officers, agents, and other partners and employees and any third-party information or content providers to the Service, harmless from any loss, liability, claims, demands, damages and costs (including, but not limited to direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, made by any third party, including any Venue Manager, due to or arising out of (i) your use or misuse of the Service by you or any other person using your Membership Account, including without limitation, any false or fraudulent reservation; (ii) any violation or breach of this First-Hold Agreement; or (iii) any violation of any of the rights of any other third-party.

19.       Governing Law. 

These Website Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of law rules.

20.       Arbitration.

The parties agree that, except as narrowly enumerated herein, any and all controversies, disputes or claims arising out of or relating to this Agreement or the Service provided hereunder, including without limitation any dispute concerning the construction, validity, interpretation, enforceability or breach of this Agreement, shall be submitted to and settled through binding arbitration.  By agreeing to arbitrate, the parties hereby waive their rights to a jury trial.  Notwithstanding the foregoing, this Agreement excepts from arbitration individual actions small enough to be brought in small claims court. Further, individual claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to the foregoing arbitration agreement, provided, however, that if these claims are brought as part of a multi-claim complaint that also contains additional claims other than these claims shall be subject to the foregoing arbitration agreement.  Moreover, either party may seek emergency equitable relief in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of the right to arbitrate.

a.       The demand for arbitration shall be made within a reasonable time after the controversy, dispute or claim has arisen, and in no event shall it be made after one (1) year from when the aggrieved party knew or should have known of the controversy, dispute or claim.  The demand for arbitration shall be made and the arbitration shall be conducted under the Florida Arbitration Code (FAC), Chapter 682. 

b.      The arbitration shall be conducted before a single arbitrator. If the Parties are not able to agree upon the selection of an arbitrator, within thirty (30) days of commencement of an arbitration proceeding by service of a demand for arbitration, the arbitrator shall be selected pursuant to Fla. Stat. § 682.04.  The arbitrator shall have at least five (5) years of legal experience and experience in matters of e-commerce agreements and the provision of services thereunder and also shall have served as an arbitrator at least three times prior to their service as an arbitrator in this arbitration. The arbitration shall be commenced and held in Palm Beach County, in the State of Florida. No potential arbitrator may be appointed unless he or she has agreed in writing to be bound by these procedures. 

c.       To the extent state law is applicable, the arbitrator shall apply the substantive law of the State of Florida, without regard to principles of conflict of laws.  The U.N. Convention on Contracts for the International Sale of Goods shall not apply. 

d.      Each party will be entitled to reasonable discovery in preparation for the arbitration, including the production of relevant documents and the deposition of witnesses.  Any disputes involving discovery shall be heard and resolved by the arbitrator.  All objections are reserved for the arbitration hearing, except for objections based on privilege and proprietary or confidential information.

e.       All aspects of the arbitration shall be treated as confidential and neither the parties nor the arbitrator may disclose the existence, content or results of the arbitration, except as necessary to comply with legal or regulatory requirements.  Before making any such disclosure, a party shall give written notice to all other parties and shall afford such parties a reasonable opportunity to protect their interests. It is the intent of the parties that, barring extraordinary circumstances, arbitration proceedings will be concluded within one hundred and twenty (120) days from the date the arbitrator is appointed. The arbitrator may extend this time limit in the interests of justice. Failure to adhere to this time limit shall not constitute a basis for challenging the award.  At the conclusion of arbitration proceedings, the arbitrator shall make her award and said award may be modified, corrected, confirmed, vacated and/or appealed as set forth in Chapter 682. 

f.       Except as provided under Fla. Stat. § 682.11(2), each party will bear its own attorney’s fees and costs related to the arbitration.  Each party expressly agrees that any issues of entitlement to, and amount of, attorney fees shall be decided by the arbitrator.

21.       Jurisdiction.

The parties agree that any action brought under this Agreement shall be filed only in the state or federal courts located in Palm Beach County in the State of Florida and they further agree and submit to the exercise of personal jurisdiction of such courts.  The parties also agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

22.       Class Action Waiver.

You and First-Hold agree that any proceedings to resolve or litigate any dispute, whether through a court of law or arbitration, shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, private attorney general action, or similar action.

23.       Entire Agreement; Order of Precedence; Waiver; Severability.

Unless otherwise specified herein, this First-Hold Agreement constitutes the entire agreement between you, a User, and First-Hold with respect to the First-Hold Website and Service and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and First-Hold with regard to the First-Hold Website and Service. To the extent of any conflict or ambiguity between the “Website Terms”, “Service Terms”, any First-Hold Policies or any other terms and conditions as posted on the First-Hold.com Website, the order of precedent for Users of the Service shall be: (i) the “Service Terms”, (ii) the “Website Terms”, (iii) the First-Hold policies, and (iv) the other terms and conditions as posted on the First-Hold.com Website, and each of the aforementioned parts of the First-Hold Agreement shall govern in such order, but solely to the extent of any conflict or ambiguity.  First-Hold's failure to enforce any right or provision in this First-Hold Agreement shall not constitute a waiver of such right or provision.  If any part of this First-Hold Agreement is held invalid or unenforceable, that portion shall be deemed to be substituted with a valid, enforceable provision which most closely reflects the original intent of the parties, and the remaining portions shall remain in full force and effect.

24.       Comments.

If you have any comments or questions about the Service, please contact us atinfo@first-hold.com or by telephone at 1-800-820-1283.

25.       Other.

This First-Hold Agreement is accepted upon your use of the First-Hold.com Website and is further affirmed by you becoming a User of the Service.  The section titles in this First-Hold Agreement are for convenience only and have no legal or contractual effect. Please contact us with any questions regarding this First-Hold Agreement.

I HAVE READ THIS FIRST-HOLD AGREEMENT AND I AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.

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