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Software License Agreement

SOFTWARE LICENSE AGREEMENT
 
This Software License Agreement (Agreement) is made and effective as of the last date set forth below by and between Venue Management Systems, Inc., a Nevada corporation (Licensor) and the Venue (Licensee).
 
RECITALS
 
WHEREAS, Licensee desires to license from Licensor, software that is commonly known as Venue Management Software, owned and controlled by Licensor and marketed under the trade name Ur Venue (the Software);
 
WHEREAS, Licensee desires to obtain from Licensor services in connection with the Software; and 
 
WHERAS, Licensor desires to provide a non-exclusive license to utilize the Software and provide certain services associated therewith to Licensee pursuant to the terms and conditions stated in this Agreement.
 
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:
 
1)    Software License and Services.   
 
a)     Grant. Effective upon acceptance of this Agreement and provided that Licensee remains in compliance with its obligations identified herein, Licensor grants to Licensee, a non-exclusive and non-transferable limited right and license to use the Software executable code as well as any accompanying user manual solely in strict accordance with the terms of this Agreement. The rights hereby granted are limited to Licensee use of the Software and any documentation in the internal operations of Licensee and for no other use. It is understood that the license granted to Licensee shall include only the Software executable code.
 
b)      Any maintenance that the Licensor undertakes as a direct result of Licensee changing or modifying the Software or equipment, without the written consent of Licensor, shall result in Licensee being charged for all expenses associated therewith, in addition to paying Licensor's current consulting fees, which fees may change from time-to-time. However, nothing contained in this section shall limit Licensor's rights to terminate this agreement and seek equitable and/or legal relief against Licensee as a result of the aforementioned modification of the Software by Licensee.  
 
c)     Delivery.  Licensor shall make available to Licensee the Software within 24 hours of the execution of this Agreement.  
 
d)    Modifications. Licensee shall not modify, reverse engineer, disassemble, compile, reverse compile, or decompile the Software.
 
e)     Software Standard Maintenance. Licensor shall provide to Licensee any new, corrected or enhanced version of the Software as created by Licensor. Such enhancement shall include all modifications to the Software which increase the speed, efficiency or ease of use of the Software, or add additional capabilities or functionality to the Software, as well as any substantially new or rewritten version of the Software. 
  
h)    Site. Licensor shall make available the Software (on the Web) for use by the Licensee in Las Vegas, Nevada (the "Site"). Any re-exporting or re-use of the Software by Licensee outside of the United States of America shall be done strictly pursuant to the U.S. Department of Commerce Regulations and with Licensorâ€™s prior written consent.
 
i)      No Assignment. Licensee shall not transfer, assign, or sublicense the license of the Software or any component thereof to any other person or entity, whether by operation of law or otherwise, without the prior and express written consent of Licensor.
 
j)      Term. The Software license granted to Licensee hereunder for the Software shall commence upon final execution of this Agreement and shall continue thereafter on a month to month basis, unless terminated as provided in this Agreement. 
 
k)    Services.  The services available and the cost for those services to the  Licensee under this Agreement are described on the UrVenue.com website and are more specifically attached hereto as Exhibit 1.
 

3)    Property Rights.
 
a)     Licensor's Property Rights.  Licensor shall maintain control and ownership of the Software.  
 
i)      Licensor shall retain ownership rights in the Software, including any derivative, modification, adaptation, or enhancement to the Software. All right to patents, copyrights, trade secrets and other proprietary rights associated with the Software, and any derivative, enhancement, adaptation, or modification thereto shall be the exclusive property of Licensor.
 
ii)    Licensor shall have the exclusive right to market, sell, distribute and license all or any portion of the Software (including any derivative, enhancement, adaptation, or modification thereto or any variant thereof to third parties.
 
iii)   Licensor may disclose to prospective or existing clients that Licensee has licensed the Software from Licensor. Promptly after execution of this Agreement, the parties may issue a mutually acceptable press release related to this Agreement.
 
iv)   Nothing herein shall prohibit, or in any way limit, Licensor's rights to use, develop or market existing or subsequently developed or modified software, technology or concepts, or to use its expertise, skills or knowledge acquired in the performance of services rendered under this Agreement in any current or subsequent endeavors. Licensee shall have no right or interest in such endeavors.  
 
b)    Licensee's Property Rights. Licensee shall maintain all rights and ownership control of the following property. 
 
i)      Licensee's property consists of all data entered or uploaded into the Software and stored on Licensor's secure servers by or on behalf of Licensee, which specifically relates to customers names, address, and other contact information, specifically information imported into the Software, which was previously under the exclusive control of Licensee (Licensee's Property).
 
ii)    All Licensee Property entered or uploaded into the Software and stored on our secure servers will be deleted from Licensor's servers within 30 days upon the termination of the License Agreement.  A copy of the Licensee's Property will be available to the Licensee upon written notification to the Licensor and payment of a Fee for duplication as solely determined by Licensor. 
 
4)    Confidential Information.
 
a)     Licensor Confidential Information. Licensee shall maintain the confidentiality of the Software and any documentation, using the highest degree of care. Except as specifically permitted in this Agreement, Licensee shall not use, sell, transfer, publish, disclose, display, or otherwise make available to others the Software or any documentation, or any derivative, enhancement or modification thereto, or any information, material, idea, concept, method or technique relating to or embodied in the Software and documentation or any Trade Secret, derivative, enhancement or modification thereto (Licensor Confidential Information) at any time before or after the termination of this Agreement. Licensee shall limit access to the Software and any documentation to employees with a need to know.
 
i)      Trade Secrets. Any code that is not freely accessible to third parties and not in the public domain, and to which Licensor or their suppliers owns the copyright, may not be copied, published, distributed or passed to any third parties in any form without the prior written consent from Licensor. Unless previously agreed to otherwise in writing, no modifications may be made by the Licensee or any third party to code to which Licensor or their suppliers own the copyright. 
 
b)    Licensee Confidential Information. Except as approved in a prior written consent by Licensee, Licensor shall maintain all confidential and proprietary data relating to Licensee's Property (Licensee Confidential Information) obtained through the performance of Services under this Agreement.  Licensor acknowledges the intellectual property rights of the Licensee. Information passed in written form to Licensor, and that the Licensee has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the Licensee.
 
c)     Disclosure of Confidential Information. Notwithstanding the foregoing, either party may release the Confidential Information of the other, upon prior written notification to the other that is subject to subpoena, court order, or other governmental order or regulation.
 
d)    Assistance. Each party shall use its best efforts in assisting the other in identifying and preventing any unauthorized use or disclosure of Licensor Confidential Information or Licensee Confidential Information, as applicable.
 
e)     Exceptions to Confidentiality. The obligations of this Agreement, including the restrictions on disclosure and use, shall not apply with respect to any Confidential Information if it: (i) is or becomes publicly known through no act or omission of either party; (ii) was rightfully known by a party without having violated any duty of confidentiality to anyone before it was received b the other party, as evidenced by written records; (iii) becomes known to a party without violating any duty of confidentiality from a source other than Licensee that does not owe a duty of confidentiality to Licensee with respect to the Confidential Information; or (iv) is independently developed by a party without the use of, reference or access to the Confidential Information, as evidenced by written records. 
 
5)    Prohibited Uses.  Licensee shall be prohibited from using the Software in any manner which would exceed the acceptable uses of the Software, these prohibited uses include, but are not limited to, the following prohibited actions:
 
a)     The Software shall only be accessible to members of, vendors of, clients of, Licensee;
 
b)    Licensee shall not modify or prepare derivative works from the Software or any documentation;
 
c)     Licensee shall not reverse engineer, disassemble or decompile the Product;
 
d)    Licensee shall not remove, obscure, or alter any notice of patent, copyright, trade secret, trademark, or other proprietary right present on any Software or any documentation; and
 
e)     Licensee shall not sell, lend, rent, lease, modify, copy, duplicate, reproduce, license or sublicense the Software or any portion of the Software, or transfer or convey the Software or any right in the Software to anyone else.
 
6)    Warranties. 
 
a)     By Licensee as to Ownership of Intellectual Property Rights.  Licensee will obtain all necessary permissions and authorizations in respect to the use of all copy, graphic images, registered company logos, names and trademarks or any other material it supplies to Licensor for inclusion on the website or Software. The execution of this Agreement shall be regarded as a guarantee by the Licensee to Licensor that all such permissions and authorizations have been obtained and that the inclusion of such material on the website or Software would not constitute a criminal offense or civil offense on the part of Licensor. By agreeing to these terms and conditions, the Licensee removes the legal responsibility of Licensor and indemnifies the same from any claims or legal actions however related to the content of the Licenseeâ€™s site. 
 
b)    Warranty of Title. Licensor hereby represents and warrants to Licensee that Licensor is the owner of the Software or otherwise has the right to grant to Licensee the rights set forth in this Agreement. In the event any breach or threatened breach of the foregoing representation and warranty, Licensee's sole remedy shall be to require Licensor to: i) procure, at Licensor's expense, the right to use the Software; or ii) replace the Software or any part thereof that is in breach and replace it with software of comparable functionality that does not cause any breach; or iii) refund to Licensee the full amount of the license fee upon the return of the Software and all copies thereof to Licensor. 
 
c)     Warranty of Functionality.  Licensee understands that, considering the current state of the art, it is not possible to exclude technical software problems, to manufacture faultless software and to cure all defects. Licensor does not warrant the absence of any defects, operation without any interruption or the possibility of combining the Software with other programs. 
 
d)    Third Parties. Licensor can take no responsibility for services provided by third parties through us or otherwise, including the hosting of the Licensee's services, although Licensor will endeavor to ensure that the website or Software downtime is kept to a minimum. 
 
e)     Events Beyond the Control of Licensor. Licensor will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of Licensor. 
 
f)     Warranty Disclaimer. THE SOFTWARE AND ALL SERVICES HEREUNDER ARE PROVIDED â€œAS ISâ€ WITH ALL ITS FAULTS AND WITHOUT ANY WARRANTY, CONDITION OR REPRESENTATION WHATSOEVER. LICENSOR DISCLAIMS ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS OF THE SOFTWARE AND SERVICES PROVIDED BY LICENSOR HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES, CONDITIONS OR REPRESENTATIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SOFTWARE AND SERVICES OR THOSE IMPLIED WARRANTIES, CONDITIONS OR REPRESENTATIONS ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OR TRADE OR ANY OTHER WARRANTY, CONDITION OR REPRESENTATION. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE SOFTWARE OR SERVICES SHALL BE DEEMED A WARRANTY, CONDITION OR REPRESENTATION FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF LICENSOR WHATSOEVER.
 
7)    Limitation of Liability.
 
a)     LICENSEE WAIVES ALL LIABILITY OF LICENSOR FROM NEGLIGENCE, WHETHER CONTRIBUTORY, SOLE OR JOINT, EXCEPT LIABILITY FOR PERSONAL INJURY AND TANGIBLE PERSONAL PROPERTY DAMAGE.
 
b)    UNDER NO CIRCUMSTANCES SHALL LICENSOR BE LIABLE TO LICENSEE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST DATA, PROFITS OR REVENUES.
 
c)     THE MAXIMUM LIABILITY OF LICENSOR SHALL NOT IN ANY CASE EXCEED THE AMOUNT ACTUALLY PAID TO LICENSOR HEREUNDER FOR THE SOFTWARE OR SERVICE WHICH FORMS THE BASIS OF THE CLAIM.
 
d)    Domain Name.  Any domain name obtained will belong to the Licensee. The Licensee agrees to indemnify Licensor, including any incidental costs, against any claims that a domain name applied for, or obtained, violates the intellectual property rights of a third party. The Licensee warrants that the domain name sought is not a trademark of a third party.
 
8)    Indemnity.
 
a)	Licensor will defend, at its expense, any action brought against Licensee, to the extent that such action is based on a claim of direct infringement of any duly issued United States patent, or infringement of any copyright established in the United States resulting from the use by Licensee, of the Software as delivered (Infringement). Licensor shall pay all damages and costs finally awarded against Licensee which are attributable to such Infringement, provided that Licensor is promptly informed in writing and furnished a copy of each communication, notice or other action relating to the alleged Infringement and is given authority, information and assistance necessary to defend or settle such claim.
b)	Licensee will defend, at its expense, any action brought against Licensor, to the extent that such action is based on a claim of direct infringement of any duly issued United States patent, or infringement of any copyright established in the United States resulting from the use by Licensee, of the Software as delivered (Infringement). Licensee shall pay all damages and costs finally awarded against Licensor which are attributable to such Infringement, provided that Licensee is promptly informed in writing and furnished a copy of each communication, notice or other action relating to the alleged Infringement and is given authority, information and assistance necessary to defend or settle such claim.

 
c)    Should the Software as Delivered by Licensor hereunder become, or in Licensor's opinion be likely to become the subject of a claim of Infringement, then Licensor may, at its option and expense; (a) procure for Licensee the right to use the Software free of any liability for Infringement; (b) replace the Software with a non-Infringing substitute otherwise complying substantially with all the requirements of this Agreement, or (c) repurchase the Infringing Software for its depreciated value, and thereby be released from all liabilities with respect thereto.
 
d)     Except as expressly provided for in this Section 8, Licensee shall defend, indemnify and hold harmless Licensor from any and all claims or causes of action arising out of Licensee's use of the Software, and pay any and all damages and expenses (including reasonable attorneys fees incurred by Licensor) in connection therewith, regardless of the circumstances of the claim or damage, including those circumstances arising out of Licensor's negligence.
 
9)    Termination. 
 
a)     Termination By Licensee. Licensee may terminate this Agreement and the License at any time by selecting cancel services on the UrVenue.com Website. Any and all outstanding fees due must be paid immediately to commensurate with such notice of termination. There will be no refunds for services paid for.
 
b)    Termination By Licensor. If Licensee defaults in the performance of or compliance with any of its obligations under this Agreement, and such default has not been remedied or cured within 10 days after Licensor gives Licensee written notice specifying the default, Licensor may terminate this Agreement and the license, in addition to its other rights and remedies under law. 
 
c)     Post Termination. Upon termination of this Agreement by Licensor, Licensee shall be immediately restricted from the  use of the Software. 
 
10) Dispute Resolution and Governing Law.
 
a)     Initial Disputes. All disputes between the parties in connection with this Agreement shall first be discussed in good faith between the parties to try to find an amicable solution. Any disputes not so resolved shall be resolved by arbitration pursuant to the terms below.
 
b)    Arbitration.  If no further agreement has been reached after such good faith discussions, then either party, upon 30 days notice to the other party identifying with particularity those areas in dispute, may submit such dispute to arbitration. Any such arbitration shall be held in Clark County, Nevada under the Rules of Commercial Arbitration of the American Arbitration Association, and shall be conducted in English. The arbitration panel shall consist of 3 arbitrators. The parties shall each nominate an arbitrator within 30 days of the notice submitting the dispute to arbitration and the nominated arbitrators shall agree on the third arbitrator within 30 days after the both of them have been nominated.
 
c)     Binding Effect of Arbitration.  The parties agree that the award of the arbitration shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues or accounting presented or pled to the arbitrators; that the award must be consistent with terms and conditions of this Agreement; that it shall be made and shall be payable in accordance with the award in US Dollars free of any tax, deduction or offset; and that any costs, fees or taxes incident to enforcing the award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement.
 
d)    Governing Law.  This Agreement shall be deemed to have been entered into and shall be construed and interpreted in accordance with the laws of Nevada regardless of conflict of laws rules.

11) Notice. Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services. If to Licensee, then to the address indicated below next to Licensee's signature.  If to Licensor, then to: 
Venue Management Systems, inc.
4240 E Pinecrest Cir
Las Vegas, NV 89121
12) Survival.  The license granted to Licensee pursuant to Section 1 shall survive the expiration of this Agreement pursuant to their terms. Also, provisions of Sections 1, 3, 4, 5, 6, 7, 8,and 10 shall survive the expiration of this Agreement.
 
13) Non-Solicitation.  Licensee shall not solicit for employment or otherwise retain the services of the employees or contractors of Licensor from the execution of this Agreement and for a period of 2 years thereafter.
 
14) Force Majeure.  Except for the obligations to make payments hereunder, each party shall be relieved of the obligations hereunder to the extent that performance is delayed or prevented by any cause beyond its reasonable control, including without limitation, acts of God, public enemies, war, civil disorder, fire, flood, explosion, labor disputes or strikes or any acts or orders of any governmental authority.
 
15) Final Agreement. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties. 
 
16) Survival of Agreement. In the event that any provision or part of a provision of this Agreement is determined to be invalid, illegal, or unenforceable, such provision or part thereof shall be stricken from this Agreement and the remainder of this Agreement shall be valid, legal, and enforceable to the maximum extent possible. 
 
17) Miscellaneous. Nothing in this Agreement shall create a joint venture, partnership or principal-agent relationship between Licensor and Licensee. This is the exclusive and complete Agreement between Licensor and Licensee regarding its subject matter. This Agreement may be amended, altered, or modified only by a writing executed by both parties. Licensee may not assign any part of this Agreement without Licensorâ€™s prior written consent. Upon any attempt by Licensee to assign, transfer or convey all or any portion of this Agreement, this Agreement shall be immediately terminated. This Agreement shall terminate automatically, without notice, if Licensee breaches any of its obligations hereunder. No failure or delay by any party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof; any actual waiver shall be contained in a writing signed by the party against whom enforcement of such waiver is sought.  This Agreement shall not be construed for or against any party by reason of the authorship or alleged authorship of any provisions hereof or by reason of the status of the respective parties.  Each Member hereby specifically consents to the selection of all other Members admitted to the Company pursuant to the terms of this Agreement.
 
18) Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent. 
 
19) Counterparts.  This Agreement may be executed in counterparts, each of which shall constitute an original.'

* By clicking this box you agree to the Software License Agreement

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Terms and Conditions

Terms of Use

Welcome to Ur Venue. Please read these Terms and Conditions of use carefully before using or obtaining any content, products, or services through our websites.
Access to and use of these websites is subject to acceptance of the terms and conditions identified herein (the "Terms"), which include our Privacy Policy. By accessing, using or obtaining any content, products, or services through these websites, you agree to be bound by these terms. If you do not accept all of these terms, then please do not use these websites.

1.	Definitions. In this document, terms that commence with a capital letter are defined in this Section or in the preamble.
"Content" means the text, documents, information, data, articles, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, and other materials that are available on the Site. "Content" also includes Marks, Products and Services.
"Exclusive" offers are exclusive to Ur Venue and its affiliated companies 
"Mark" means trademark, trade name, service mark, trade dress, logo, custom graphics, or icon.
"Member" means an individual who has registered with the Site. Members choose a Member ID and a password.
"Member ID" means the e-mail address you use (with your password) to login to our Site.
"Products and Services" means the means the venue management system owned and controlled by Venue Management Systems and marketed as Ur Venue, and other items available through the Site.
"Provider" means Ur Venue's licensors, suppliers, information providers, and service providers.
"Purchase" means to book, reserve, purchase, or license.
"Site" means this website and any respective subsites, together with the respective Content, Marks, Products and Services available from this Site and any subsites. 
"Ur Venue" or "we" means Ur Venue, a trade name exclusively owned and controlled by Venue Management Systems, inc., a Nevada limited liability company and its subsidiaries and affiliates ("Venue Management Systems").
The terms "Site", "Marks", "Content" and "Products and Services" do not include the sites, marks, content, products or services that are provided by third parties, and that are available through a link from the Site. Their use is subject to the terms set forth by their respective owners or operations, on the third party's website.

2.	Scope and Terms.
a.	Site. These Terms govern your use of all Content, Products or Services available through the Site. You agree to be bound by these Terms, and to use the Site in strict compliance with all applicable laws, rulings and regulations, and in a manner that does not negatively reflect on the goodwill or reputation of Ur Venue and its Providers.
b.	Additional Terms. Additional terms may apply when you Purchase Products or Services. These additional terms are found in the area of the Site where you will Purchase a Product or Service.  You agree to abide by the terms and conditions imposed by any Provider, including payment of all amounts when due, and compliance with all rules and restrictions regarding the availability of products or services.
c.	Age restriction. Minors (as defined under the laws of their jurisdiction or residence) are not eligible to register for, use or Purchase the Products or Services available on the Site. 
d.	Responsible party. You are responsible for maintaining the secrecy of your Member ID and password. This is essential to protect the confidentiality of your information. In addition, you will be financially accountable for all use of our Site by you and anyone using your password and login information. 

3.	Use of the Site.
a.	License. Ur Venue grants you a limited, personal, nontransferable, non-sublicensable, revocable license to access and use the Site only as expressly permitted under these Terms. Except for this limited license, we do not grant you any other rights or license with respect to this Site; any rights or license not expressly granted herein are reserved.
Unless we have granted you permission in advance and in writing, you may use the Site only for your personal, non-commercial use, and not to provide services to a third party.
b.	No Copy, Distribution, or Sale. You may not download or copy any portion of the Content. 
You may not modify the Content in any way, and you must reproduce the Ur Venue copyright notice (or the Provider's notice as applicable) in the appropriate form. 
You may not:
*	Copy, reproduce, upload, post, display, republish, distribute, transmit, any part of the Content in any form whatsoever;
*	Use a frame or border environment around the Site, or other framing technique to enclose any portion or aspect of the Site, or mirror or replicate any portion of the Site;
*	Modify, translate into any language or computer language, or create derivative works from, any Content or any part of this Site;
*	Reverse engineer any part of this Site; or 
*	Sell, offer for sale, transfer, or license any portion of the Site in any form to any third parties
c.	Other Limitations. Unless otherwise provided within these Terms, or unless specific applicable law requires Venue Management Systems to allow you to do so, you may not do any of the following without the prior written consent of Venue Management Systems:
*	Use any robot, spider, other automatic device, or manual process to monitor Content; 
*	Use the Site other than to review, evaluate, and determine a business relationship which utilizes the Ur Venue software; 
*	Imply in any fashion that Ur Venue is endorsing your products or services; 
*	Place false or misleading information on the Site, 
*	Post or transmit any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law; or for any other purpose that is unlawful or prohibited by these Terms. 
*	Use or access the Site in any way that, in our reasonable judgment, adversely affects the performance or function of the Site, or any other computer systems or networks used by Ur Venue, other Site users or members;
*	Upload or transmit to the Site or use any device, software or routine that contains viruses, Trojan horses, worms, time bombs, or other computer programming routines that may damage, interfere or attempt to interfere with, intercept, the normal operation of our Site, or appropriate the Site or any system, or take any action that imposes an unreasonable load on our computer equipment, or that infringes upon the rights of a third party;
*	Use any device, software, or routine that interferes, or attempts to interfere, with the normal operation of our site, or take any action that impose an unreasonable load on our equipment; or
*	Disguise the origin of the information transmitted through the Site.
d.	Member ID and Password. Access to certain areas of the Site is only available to registered members. To become a registered Member, you are required to answer a limited number of mandatory questions. Answers to additional questions are optional. You represent and warrant that all information you supply to us about yourself and others, including email addresses, is true, valid and accurate, and that you have the right to supply us with such information.
e.	Termination. Ur Venue, in its sole discretion, may, at any time and without advance notice or liability, terminate or restrict your access to all or any component of our Site, even if access continues to be allowed to others. Upon such termination or suspension, you must immediately discontinue use of the Site, and destroy any copy you have made of any portion of the Site. Accessing the Site after such termination, suspension, or discontinuation shall constitute an act of trespass. Ur Venue shall not be responsible to you to such suspension or termination.
f.	Changes. Any aspect of the Site may be changed, supplemented, deleted, updated, discontinued, suspended, or modified at any time, and without prior notice to you. However, we make no commitment to update the information contained on this Site. You agree that Ur Venue shall not be liable to you for any delay or other damages that might result from such modification, suspension, or discontinuance. 
We may also, at any time, change or impose fees for certain services, or establish or change general practices and limits concerning certain services.
We may also modify these Terms, as provided in Modifications

4.	Privacy and Security. Your use of the Site is subject to our Privacy Policy. You agree that you have read our Privacy Policy, and it is reasonable and acceptable to you. 
Your acceptance of these Terms is also your consent to the information practices in our Privacy Policy.

5.	Services and Content. 
a.	Availability. We will use our reasonable commercial efforts to keep our Site available on a 24-hour/7-day-a- week basis, subject to necessary scheduled downtime for maintenance, unscheduled maintenance, and system outages. We cannot promise that access to the Site will be uninterrupted or available at all times. We assume no liability or responsibility for any delay, interruption, or downtime.
b.	Content. The Content is intended for information purposes only. Although we exercise reasonable efforts to ensure their quality and accuracy, there might be errors, or the information provided may not be complete, current, or applicable to your particular situation. We assume no liability or responsibility for any errors or omissions. You are responsible for evaluating the accuracy, completeness, and usefulness of any opinion, advice, or other content available through the Site or obtained from a linked site. 
c.	Viruses. We make reasonable attempts to exclude viruses from the Site, but cannot ensure that the Site will be at all times free from viruses or other destructive software. You are urged to take appropriate safeguards before downloading information from the Site. We assume no responsibility for any damages to computer equipment or other property that may result from use of the Site or downloading anything from the Site.

6.	Links to third party sites. 
a.	Outbound Links. For your convenience, our Site provides links to other sites. When you click on one of these links, you are leaving our site and entering another site. We are not responsible for such third party websites. You should carefully review the terms and conditions of use of these sites, because these terms will apply to your visit to these other sites.
b.	Inbound Links. We welcome links from a third party site to our Site, through a plain text link, provided that (a) you discontinue providing a link to our Site if so requested by Ur Venue; (b) you do not imply in any fashion that Ur Venue is endorsing any of your products or service or is affiliated with you, (c) you do not present Ur Venue in a false light, or provide misleading or false information about Ur Venue, or its Site or Services, (d) you do not remove or obscure the copyright notices, or other notices on this Site; (e) you do not use any Mark of Ur Venue; and (f) you do not replicate, frame or mirror the content of the Site. 
We reserve the right to require you to remove links to the Site, in our sole discretion. 

7.	Intellectual Property. 
a.	Ownership Rights. This Site is the sole and exclusive property of Ur Venue or its licensors. Ur Venue and its licensors retain all right, title and interest (including all copyright, trademark, patent, trade secrets, and all other intellectual property rights) in the Site. The Site is protected by copyright, trademark, patent, trade secrets, unfair competition, and other worldwide laws, through the application of local laws or international treaties. Any unauthorized use, reproduction or modification of this Site may violate such laws.
b.	Trademarks. Ur Venue and Venue Management Systems, and all other Marks that appear, are displayed, or used on the Site are registered or common law trademarks or service marks of Ur Venue and its Providers. These Marks may not be copied, downloaded, reproduced, used, modified, or distributed in any way without prior written permission from Ur Venue or the relevant Provider, except as an integral party of any authorized copy of the Content.
c.	Your Comments and Submissions. Any communications or materials you transmit to Ur Venue, through the Site, by electronic mail or otherwise, including any data, question, comments, rating of a property or attraction, suggestion, idea, or the like ("Communications or Materials") will be treated as non-confidential and non-proprietary. By voluntarily submitting to us, or by posting on the Site any Communications or Materials, you grant Ur Venue, and all users of the Site, a worldwide, non-exclusive, royalty free, perpetual, irrevocable, and fully sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from distribute, and display such Communications or Materials in any form, media or technology. We assume no responsibility for any Communications or Materials posted or submitted, or for the return or such Communications or Materials. We want your feedback and appreciate your ideas and suggestions, but we are unable to answer every comment individually. 

8.	Fees. Ur Venue may charge certain fees for services it provides when you purchase or license software through the Site. Any such service fee is non-refundable. In addition, you will be responsible for all charges, fees, duties, taxes, and assessment arising out of your use of the Products and Services available from the Site.

9.	Disclaimer of Warranty. Ur Venue and its Providers make no warranty of any kind regarding the Site, Content, Products or Services, all of which are provided on an "as is" basis. Ur Venue and its Providers expressly disclaim any representation or warranty that the Site will be free from errors, viruses or other harmful components, that communications to or from the Site will be secure and not intercepted, that the Services and other capabilities offered from the Site will be uninterrupted, or that its Content will be accurate, complete or timely. The fact that Ur Venue is including or offering any Product or Service on the Site is not an endorsement or a recommendation of the Product or Service. 
OTHER THAN THOSE WARRANTIES WHICH, UNDER THE LAWS APPLICABLE TO THESE TERMS, ARE IMPLIED BY LAWS, AND ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION, UR VENUE AND ITS PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. 

10.	Limitation of Liability. Subject to applicable law, use of this Site and its Content is at your sole risk. Services and Products made available on this Site are subject to conditions imposed by the Providers, including but not limited to federal government regulations. Providers who furnish products or services through this Site are independent contractors, and not agents or employees of Ur Venue. IN NO EVENT WILL UR VENUE OR ITS PROVIDERS BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THIS SITE, ANY HYPER LINKED WEB SITE, THE ACTS OR OMISSIONS OF PROVIDERS WHO FURNISH PRODUCTS OR SERVICES THROUGH THIS SITE, OR THE PRODUCTS OR SERVICES OFFERED BY PROVIDERS THROUGH THIS SITE, INCLUDING, WITHOUT LIMITATION, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, THAT ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH: (I) ANY USE OF, BROWSING OR DOWNLOADING OF ANY PART OF OUR SITE OR CONTENT, (II) ANY FAILURE OR DELAY (INCLUDING WITHOUT LIMITATION THE USE OF OR INABILITY TO USE ANY COMPONENT OF THIS SITE FOR RESERVATIONS OR TICKETING), (III) THE PERFORMANCE OR NON PERFORMANCE BY US OR ANY PROVIDER, OR (IV) ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, EVEN IF UR VENUE AND THE PROVIDER(S) HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES TO SUCH PARTIES OR ANY OTHER PARTY.
If, despite the limitation above, Ur Venue or a Provider is found liable for any loss or damage which arises out of or is in any way connected with any of the occurrences described in the limitation above, then Ur Venue and the Providers' liability will in no event exceed, in total, the sum of US$250.00. Some states do not allow the limitation of liability, so the limitations above may not apply to you.

11.	Indemnification. You agree to defend and indemnify Ur Venue and any Provider, and each of their respective officers, directors, employees and agents from and against any claim, cause of action or demand, including without limitation reasonable legal and accounting fees, in excess of the liability described above, in any action filed or commenced by any third party against Ur Venue as a result of (1) your breach of these Terms or the documents made part of these Terms by reference, (2) your violation of any law or the rights of a third party or (3) your use of our Site.

12.	Disputes. The laws of the State of Nevada (USA), without regard to its conflict of law rules, will govern these Terms. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and Conditions. If you take any legal action relating to your use of our site or these Terms, you agree to file such action only in the state and federal courts located in Las Vegas, Nevada (USA). In any such action or any action we may initiate, the prevailing party will be entitled to recover all legal expenses incurred in connection with the action, including but not limited to costs, both taxable and non-taxable, and reasonable attorneys' fees. 

13.	General. Your acceptance of these Terms, and your use of the Site do not create a joint venture, partnership, employment, or agency relationship with us. You may not assign, delegate, or transfer your rights or obligations under these Terms. If we fail to act with respect to your breach or anyone else's breach on any occasion, we are not waiving our right to act with respect to future or similar breaches. If a court finds any of these Terms to be unenforceable or invalid, that Term will be enforced to the fullest extent permitted by applicable law and the other Terms will remain valid and enforceable. The headings in these Terms are for your convenience and reference; they do not limit or affect these Terms. These Terms, together with those items made a part of these terms by reference, make up the entire agreement between us relating to your use of our site, and replaces any prior understandings or agreements (whether oral or written) regarding your use of our site. 

14.	Provisions of these Terms and Conditions. 
a.	Prior Terms and Conditions. These Terms supersede any prior Ur Venue Terms and Conditions relating to the use of the Site that were displayed on this Site before the date stated above.
b.	Modifications. We may modify, revise or update these Terms and/or the Privacy Policy, at any time, by updating this posting. You should visit this page from time to time to review the then-current Terms, because they are binding on you. Your continued use of our site, following the posting of conspicuous notice of any modification, will be subject to the Terms in effect at the time of your use. Certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on particular pages of this Site.
c.	Written documents. You may preserve these Terms in written form by printing them for your records, and you waive any other requirement that these Terms be evidenced by a written document. 
d.	Electronic Notification. To the extent that we may need to contact you, you agree that we may do so via any electronic means, included but not limited to communication posted on the Site, electronic mail, or instant messaging.

15.	Contact Information. If you have any questions or concerns about these Terms or if you need further assistance with respect to access to or use of the Site or the services offered by Ur Venue, you may contact our Customer Service department as indicated below. We will attempt to respond to your questions or concerns promptly after we receive them. 

Email: 			customerservice@urvenue.com
Mailing Address:	Venue Management Systems, Inc.
			4240 East Pinecrest Circle
			Las Vegas, NV 89121'

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