(ver 1.0)

Last Updated February 1, 2024

These terms and conditions are a legal agreement (“Agreement”) and govern your use of Major Experiences, Inc. platform and services (collectively, “Services”).  In this Agreement, Major Experiences, Inc. may be referred to as (“we”, “us”, or “Major”). “You” or “you” refers to you as user of the Services.

PLEASE READ THESE TERMS CAREFULLY. By using our Services and indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms. Some of these terms in the Agreement limit or restrict your legal rights as an individual.

If you do not agree, do not access our platform, or use our Services.

MODIFICATION OF TERMS.  We may modify these the terms from time to time. When we update these terms, we will revise the “Last updated” date above and post the new terms on major.live. Your continued use of our Services confirms your acceptance of the updates. If you do not agree to any update, you must stop using our Services. We may also modify or discontinue all or part of Major at any time; or charge, modify, or waive any fees required to use our Services.

ARBITRATION NOTICE: ANY DISPUTE BETWEEN YOU AND US, EXCEPT FOR SMALL CLAIMS, IS SUBJECT TO A CLASS ACTION WAIVER AND MUST BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION. PLEASE READ THIS AGREEMENT IN ITS ENTIRETY, INCLUDING THE ARBITRATION SECTION BELOW. HOWEVER, NOTHING IN THESE TERMS & CONDITIONS ARE INTENDED TO AFFECT YOUR RIGHTS UNDER THE LAW IN YOUR USUAL PLACE OF RESIDENCE THAT CANNOT BE WAIVED OR MODIFIED BY THESE TERMS.  IF THERE IS A CONFLICT BETWEEN THOSE RIGHTS AND THESE TERMS, YOUR RIGHTS UNDER APPLICABLE LOCAL LAW WILL PREVAIL. Please see Section 16 of this Agreement governing how claims under or relating to this Agreement must be resolved. Unless you opt out of the arbitration agreement as described in Section 16: (1) you may pursue claims and seek relief against us only on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you waive your right to seek relief in a court of law and to have a jury trial on your claims.

MAJOR PLATFORM & SERVICES

  1. Services.

Major provides a marketplace for you to connect with various third-party individuals or groups offering experiences, entertainment, services or products (“third-party offers”). Please note Major is not a party to any contract between the third-party offers and you. You may be required to agree to additional terms and conditions to participate or receive any third-party offers. YOUR ABILITY TO REQUEST, AND IF APPLICABLE, OBTAIN THIRD-PARTY OFFFERS FROM THIRD PARTIES IN CONNECTION WITH THE USE OF THE SERVICES DOES NOT ESTABLISH MAJOR AS A PROVIDER OF ANYTHING OTHER THAN THE SERVICES. INDEPENDENT THIRD PARTIES PROVIDING THIRD PARTY OFFERS ARE NOT ACTUAL AGENTS, APPARENT AGENTS, OSTENSIBLE AGENTS, OR EMPLOYEES OF MAJOR IN ANY WAY. ANY EFFORT, FEATURE, PROCESS, POLICY, STANDARD OR OTHER EFFORT UNDERTAKEN BY MAJOR TO FACILITATE YOUR RECEIPT OF THIRD PARTY OFFERS (WHETHER REQUIRED BY APPLICABLE REGULATIONS OR NOT) IS NOT AN INDICIA OF AN EMPLOYMENT, ACTUAL AGENCY, APPARENT AGENCY, OR OSTENSIBLE AGENCY RELATIONSHIP WITH A THIRD-PARTY.

Any content Major provides as part of our Services is solely provided for marketing and informational purposes in facilitating the third-party offers. By providing such information, Major makes no warranty or guarantee that the information is accurate. Major has no control over and does not guarantee: the existence, quality, safety, or legality of third-party offers advertised; the ability of third-party offers to transact; or the truth or accuracy of any content, including, but not limited to any listing or ratings. You acknowledge that Major has the right, but does not have any obligation, to monitor the use of the Major, any content provided and any third-party offers.

2. Account Creation.

To create an account for yourself or on behalf of your talent, you must be at least eighteen (18) years old.  When creating your account or using the Services, you represent and warrant to provide current, complete, accurate and true information. You are responsible for maintaining the information, as well as, the confidentiality of your account information, including your username and password. You are responsible for all activities that occur on or in connection with the Services and you agree to notify us immediately of any unauthorized access or use of your account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your account unless such unauthorized access was proximately caused by Major’s gross negligence or willful misconduct. Major may cancel your account at any time for any reason in Major’s sole discretion.

  

3. Your Use of Major & Third-Party Services.

By using our Services, you agree and consent to us using any content or information, including personal information, provided by you to facilitate the third-party offers, improve our Services, market our Services or third-party offers to you or generally market our Services to the public.  For any concerns regarding the use the use of your personal information, please review our Privacy Notice [________]. You represent and warrant in any of your use or access to the Services, you will comply with applicable law. Our Services may include or support integrations with certain third-party applications and platforms (“Third-Party Services”). You acknowledge and agree that Major has no responsibility or liability for any Third-Party Services, including but not limited to, how a Third-Party Services uses or processes any information shared after such is exported to a Third-Party Services. You agree to indemnify, defend, and hold harmless Major against any claim arising out of or relating to your use of any Third-Party Services. Our Services, including those Third-Party Services, allow you to share, post, upload, transmit and otherwise communicate information in various ways, such as, email, messaging platforms and SMS. You are solely responsible for any costs you incur through your use of our Services or through Third-Party Services, which may include, as an example, cost or fees associated with sending SMS.   

4. Your Media.

Any information that you share, including but not limited to, text, pictures, videos and other content and information shall be collectively referred to as “Your Media”. Please note that Your Media shall become publicly available and is not confidential.  Your Media must not contain or include any information which you do not have the right to disclose or that you do not wish to be disclosed. We will not be responsible or liable for any use or disclosure of Your Media. We reserve the right to remove Your Media at any time for any reason. Major is not responsible for Your Media or the interactions you may have with third parties through our Services. You acknowledge and agree that Major will not be responsible for any damages, losses, costs, expenses, or liabilities incurred as the result of Your Media or any third-party interactions. You hereby release Major from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such interactions between you and third parties through our Services. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND FOR OTHER STATE RESIDENTS ANY OTHER SIMILAR APPLICABLE STATE STATUTE), WHICH PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

5. License Right to Your Media & Recordings.

Please note that in addition to Your Media, Major or third parties may take photographs, videos or utilize other means to record third-party offers (“Recordings”).  When you use our Services with Your Media or participate in third-party offers, you grant to us a non-exclusive, royalty-free, fully paid, unlimited, global, sublicensable, perpetual, and irrevocable license in any and all manner, whether now known or hereinafter invented or devised (including social media channels and third party websites and platforms), to use, reproduce, license, distribute, modify, adapt, publicly perform, publicly display, and create derivative works of Your Media or Recordings to advertise, market, promote, improve our Services or any other legal business purpose. By using Your Media, you agree that Major has no other obligation to you in connection with the license as stated, including, but not limited to any payment of any further consideration or revenue.

6. Your Representations & Warranties.

You represent and warrant to Major as follows:

  1. You own all required rights and licenses to comply and meet the terms herein, including, but not limited to, the full and necessary rights, licenses, in Your Media;
  2. You have the full authority to enter into this Agreement and your agreement to, and provision of services hereunder, does not violate any agreement that you may have with any third-party;
  3. Any information shared in conjunction with our Services, including, but not limited to, Your Media, is factually correct and not misleading, are not disparaging or defamatory, and represent your true opinion;
  4. You will comply with all applicable laws, rules and regulations, including, but not limited to, those applicable to intellectual property rights, privacy rights, children’s privacy and telecommunications;
  5. Your Media does not infringe, misappropriate, or otherwise use without necessary authorization, any intellectual property, privacy, publicity, moral, or other rights of any third party, or violate any law, regulation, or court order; and
  6. You will at all times comply with our documented policies regarding our Services.

 

7. Disclaimer of Warranties.

YOU ACKNOWLEDGE THAT THE SERVICES ARE PROVIDED “AS IS”. MAJOR MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, VIRUS-FREE OR ERROR-FREE.  MAJOR MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MAJOR DISCLAIMS ANY LIABILITY IN CASE ANY SUCH USE AND DISTRIBUTION INFRINGE ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. FURTHERMORE, MAJOR HEREBY DISCLAIMS ANY WARRANTY AND LIABILITY WHATSOEVER REGARDING THIRD-PARTY OFFERS.

8. Payment.

You are responsible for reading the full details regarding the offer, as well as, doing additional research or due diligence before making a bid or offer, buying, or committing to buy. You agree and understand that you are entering into a legally binding contract to purchase a third-party offer when:  your offer is accepted, you have the winning bid, commit to buy by putting a deposit down, regardless of when full payment is due or received.  Major will process the payment through our third-party payment systems. You must promptly provide all necessary information needed for processing payments.  If such information is not received within a timely manner, not to exceed 24 hours after Major’s request, Major reserves the right, in its sole discretion, to cancel. Any cancellation shall not forfeit Major’s right to seek additional damages for your failure to perform. While Major will use commercially reasonable measures to process payments, Major shall not be responsible for any damages, delays, losses, costs, expenses, or liabilities arising out of or in connection with the third-party payment provider. You understand and agree that we are not responsible for any delay, failure, damage, or liability caused by a payment provider, any other third party, a force majeure, or your failure to timely or properly provide information for payment.  Unless otherwise explicitly noted herein, all payments, including deposits, are non-refundable and non-cancellable. If an offer includes an experience, entertainment or service and the offer is cancelled by the third-party or a Force Majeure event and not rescheduled, Major will refund your deposit minus any processing fees. You remain responsible for all expenses and costs associated with your purchase of any third-party offer.   

9. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MAJOR BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT FOR BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR: (I) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF MAJOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), SUCH AS, BUT NOT LIMITED TO, LOSS OF MONEY, COSTS ASSOCIATED WITH DELAY, RESCHEDULING, OR  CANCELLATION; COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR (II) ANY AMOUNTS IN EXCESSOF THE FEES PAID TO MAJOR HEREUNDER BY YOU REGARDING THE THIRD-PARTY OFFER GIVING RISE TO THE CLAIM.

10. Indemnification.

You will defend, indemnify and hold harmless Major its officers, directors, employees, subsidiaries, affiliates, successors and assigns from all claims, demands, actions, proceedings, liabilities, judgments, settlements, damages, costs and expenses (including reasonable attorneys’ fees) arising from, directly or indirectly, (i) related to facts that, if true would constitute a breach of this Agreement by you; (ii) your use of the Services; (iii) the use of Your Media; (iv) your use of  any Third Party Services; or (v) any claim arising from or related to your purchase of any third-party offer.  Major reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, in which case you agree to cooperate with any reasonable requests to assist in Major’s defense of such matter.

11. Termination.

Major reserves the right to terminate your use of our Services at any time, for any reason whatsoever. Any payment, indemnity, limitation of liability and other provisions that by their nature should survive termination shall survive termination of this Agreement.

12. Digital Millennium Copyright Act.

In accordance with the Digital Millennium Copyright Act (the DMCA), as it relates to online service providers, Major reserves the right to delete or disable digital content a third party alleges to be infringing, and to terminate the accounts of repeat alleged infringers.

13. Force Majeure.

Major shall not be responsible for any failure to perform its obligations under this Agreement if such failure is caused by acts of God, natural disasters, war, acts of terrorism, strikes, revolutions, lack or failure of third-party infrastructure, lack or failure of public or private utilities, laws or governmental regulations or any other causes that are beyond the reasonable control of Major. In addition, Major shall not be responsible for failure to perform wherein Major, in its sole discretion, reasonably believes that a third-party offer is not legal or poses a risk to Major, you or any other people.

14. Governing Law.

This Agreement shall be governed by and construed under the laws of the State of California and the United States without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods, and both Major and you consent to exclusive jurisdiction and venue of the State or Federal Courts located in San Diego County, California.

15. Miscellaneous.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all written or oral prior agreements and understandings between the parties concerning such subject matter.  In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, a modified provision shall be substituted which carries out as nearly as possible the original intent of the parties, and the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired thereby. The waiver by either party of a breach of any provision contained herein shall be in writing and shall in no way be construed as a waiver of any subsequent breach of such provision or the waiver of the provision itself. Failure or delay by either party in exercising any right hereunder shall not operate as a waiver of such right.  Any notice required or permitted to be given hereunder will be deemed to have been delivered and given for all purposes: (i) if acknowledged by the other party after receipt of an email (provided email shall not be sufficient for notices of an indemnifiable claim); (ii) two (2) Business Days after deposit with a commercial overnight carrier; or (iii) five (5) Business Days when mailed by United States mail.

16. Dispute Resolution and Class Action Waiver

Please Read This Provision Carefully. It Affects Your Legal Rights.

This section facilitates the prompt and efficient resolution of any dispute (e.g., claim or controversy, whether based in contract, statute, regulation, ordinance, tort – including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence – or any other legal or equitable theory, and includes the validity, enforceability or scope of this section (with the exception of the enforceability of the Class Action Waiver clause below) that may arise between you and us. Effectively, then, “dispute” is given the broadest meaning enforceable by law and includes any claims against other parties relating to services or products provided or billed to you (such as our licensors, suppliers, third-party vendors) whenever you also assert claims against us in the same proceeding.

This provision provides that all disputes between you and us shall be resolved by binding arbitration because acceptance these terms in this Agreement constitutes a waiver of your right to litigation claims and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow these terms and can award the same damages and relief as a court (including attorney’s fees). You may, however, opt-out of this arbitration provision which means you would have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions).  EVERYONE AGREES THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.

Pre-Arbitration Claim Resolution

For all disputes, whether pursued in court or arbitration, you must first give us an opportunity to resolve the dispute which is first done by emailing us at legal@major.live with the following information: (1)Your name, (2) Your address, (3) A written description of the dispute, and (4) A description of the specific relief you seek. If we do not resolve the dispute within 45 business days after receiving your notification, than you may pursue your dispute in arbitration.  You may pursue your dispute in a court only under the circumstances described below.

Exclusions from Arbitration/Right to Opt Out

Notwithstanding the above, You or We may choose to pursue a dispute in court and not by arbitration if: (a) The dispute qualifies for initiation in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THESE TERMS (the “Opt-Out Deadline”). You may opt-out of these terms by emailing us at legal@major.live the following information: (1) Your name; (2) Your address; (3) A clear statement that you do not wish to resolve disputes with us through arbitration. We promise that your decision to opt-out of this Arbitration section will have no adverse effect on your relationship with us. But, we do have to enforce the Opt-Out deadline so keep in mind that any opt-out request received after the Opt-Out deadline will not be valid and you must pursue your dispute in arbitration or small claims court.

Arbitration Procedures

If this provision applies and the dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or we may initiate arbitration proceedings. The American Arbitration Association (“AAA”), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all disputes, and the arbitration will be conducted before a single arbitrator.  The arbitration shall be commenced as an individual arbitration only, and shall in no event be commenced as a class arbitration or a consolidated or representative action or arbitration. All issues shall be for the arbitrator to decide, including the scope of this provision.

For arbitration before AAA, for Disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply.  The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This section governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action or representative procedures or rules apply to the arbitration.

Arbitration Award – The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party or if required by applicable law. Such award will be final and binding on the parties, except for any right of appeal provided by applicable law, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.

Location of Arbitration – you or we may initiate arbitration in either San Diego, California or the federal judicial district that includes your billing address.

Payment of Arbitration Fees and Costs – So long as you place a request in writing prior to commencement of the arbitration, we will pay all arbitration filing fees and AAA or JAMS hearing fees and any arbitrator’s hearing fees, costs and expenses upon your written request to the arbitrator given at or before the first evidentiary hearing in the arbitration. But, you will still be responsible for all additional fees and costs that you incur in the arbitration which include but are not limited to attorneys’ fees or expert witnesses. In addition to any fees and costs recoverable under applicable law, if you provide notice and negotiate in good faith with us as provided in the section above titled “Pre-Arbitration Claim Resolution” and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.

Class Action Waiver

Except as otherwise provided in this Agreement, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action, representative action, or private attorney general action) unless both you and we specifically agree to do so in writing following initiation of the arbitration. If you choose to pursue your dispute in court by opting out of the Arbitration provision, as specified above, this Class Action Waiver will not apply to you.  Neither you, nor any other user of our Services can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.

Jury Waiver

You understand and agree that by accepting this these terms, you and we are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this, you and we might otherwise have had a right or opportunity to bring disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that you would have if you went to court (e.g., the rights to both appeal and  certain types of discovery) may be more limited or may also be waived.

Severability

If any clause within this Agreement (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from these terms and conditions whose remainder will be given full force and effect.  If the Class Action Waiver clause is found to be illegal or unenforceable, this entire provision will be unenforceable and the dispute will be decided by a court.

Continuation

These terms shall survive the termination of your account with us and your discontinued use of our Services. Notwithstanding any provision in these terms to the contrary, we agree that if we make any change to these terms (other than a change to the Notice Address), You may reject any such change and require us to adhere to the present language if a dispute between us arises.