TERMS & CONDITIONS

PAINT NOIR TERMS OF USE FOR PUBLIC and PRIVATE EVENTS

Thank you for signing up for your public Paint Noir (“Paint Noir”) event (the “Event”)! These Terms of Use (the “Terms”) govern your use of the Paint Noir Service, as well as the use of the Paint Noir Service, including all features of Paint Noir’s website (the “Website”), user experience, all content associated therewith, and the Event (collectively the “Paint Noir Service” or “Service”). By using, visiting, or browsing the Paint Noir Service, you accept and agree to be bound by these terms. If you do not agree to these Terms, you should not use the Paint Noir Service, including the Website.

These Terms are also a resource for you to get a deeper understanding of how the Paint Noir Service works, including the kinds of data collected, how bills are processed, how Paint Noir interacts with you and other useful details about the Paint Noir Service. Paint Noir hopes you enjoy your Paint Noir experience.


 

I. DEFINITIONS

A. The term “Event” means the Event you have chosen to attend.

B. Payment Method – The term “Payment Method” means the method of your payment for the Event that you indicated during your registration for the Event.

C. All references herein to “you” or “your” shall mean and refer to the person who purchases a Ticket(s) for the Event, and includes any persons that attend the Event utilizing Tickets purchased by you.

D. The term “venue” shall mean the location where the Event will take place.

E. The term “Website” shall mean the website hosted by Paint Noir: www.paintnoir.com (and all pages contained therein).

F. The term “Ticket” or “Tickets” shall mean a revocable license sold to you and for which you have paid.

G. Work(s) of Art: The term “Work of Art” or “Works of Art” shall include any painting, drawing, sketch, or other depiction or representation uploaded to the Website or otherwise exhibited, in any manner, in the Paint Noir Library.


 

II. HOW THE PAINT NOIR SERVICE WORKS

Paint Noir is an entertainment service that will provide you with an evening of painting instruction at the venue.

Paint Noir reserves the right in its sole and absolute discretion to make changes from time to time and without notice in how Paint Noir operates the Service. Any description of how the Service works should not be considered a representation or obligation with respect to how the Service will always work, as Paint Noir is constantly making adjustments to the Service and often these adjustments are not completely captured within these Terms.

Availability. The availability of Paint Noir events at particular venues will change from time to time and could potentially change on the day of the Event. The availability of a specific artist/instructor at the Event may change at Paint Noir’s sole discretion. While Paint Noir will endeavor to make the artist/instructor you have signed up for available for the Event, the artist/instructor may change at Paint Noir’s sole discretion without notice to you.

Materials Provided. Paint Noir will provide all paints, canvasses, brushes, easels, and aprons (“Equipment”) for the Event. While Paint Noir maintains quality control over the materials it uses, the quality of the paint, canvasses, brushes, easels, aprons and artist may vary from event to event, and venue to venue, and may be affected by a variety of factors.

End result. Paint Noir makes no representations or warranties about the quality of your painting or individual experience. Every painting will be unique, and the expectation that your painting will be a facsimile of the painting depicted on the Website is patently absurd.

Start Time. Paint Noir will make every effort to begin the instruction at the designated start time and complete the instruction in under two hours. However, the time it takes to begin and complete the instruction will vary based on a number of factors, and Paint Noir makes no representation as to the exact amount of instruction time at the Event.

Capacity Limitations: You may not be able to attend the Event due to capacity limitations of the venue where the Event takes place. Paint Noir recommends that you purchase your tickets in advance and arrive at the venue at least 30 minutes prior to the start of the Event.

 

III. UNAUTHORIZED USE

Paint Noir paintings are developed by, and for, Paint Noir. With the exception of your painting at the Event, you may not copy or reproduce Paint Noir paintings or any portion thereof, and you may not sell, lease or distribute any reproduction of any Paint Noir painting, including the painting that you paint at your Event. Any unauthorized use of Paint Noir paintings are strictly prohibited.
 

IV. PRIVACY POLICY AND COMMUNICATION WITH YOU

Any personally identifying information submitted through the Paint Noir Service is subject to Paint Noir’s Privacy Policy, the terms of which are incorporated herein by reference.

By using the Paint Noir Service, you are expressly and/or impliedly consenting to receive communications, electronic or otherwise, from Paint Noir. For example, Paint Noir may send you newsletters about new Paint Noir features, special offers, promotional announcements and customer surveys via email or other methods. For Paint Noir's Canadian customers, your express and/or implied consent begins from the moment you utilize the Paint Noir Service, and lasts until you (a) inform Paint Noir that you no longer wish to receive such communications or (b) two years, whichever period is shorter. If you no longer want to receive the newsletters, other promotional announcements or non-transactional communications, simply email contact@plantnoir.com and ask to be removed from such future correspondence. You may also contact Paint Noir by regular mail at


In addition, by utilizing the Paint Noir Service you expressly and/or impliedly consent to receiving electronic communications from Paint Noir relative to your purchase, including notices about your purchase (e.g., change in event time or venue or Payment Method, confirmation e-mails and other transactional information), and information concerning or related to the Paint Noir Service. These communications are part of your relationship with Paint Noir and you receive them as part of the Paint Noir Service. You agree that any notice, agreements, disclosure or other communications that Paint Noir sends to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.

 

V. PROMOTIONS

Paint Noir promotions may not be combined with any other offers.

You may cancel your evening with Paint Noir at anytime. However, there are no refunds or credits for unused promotional tickets.

Paint Noir may offer a number of special promotional tickets with different limitations. Some of these promotional tickets are offered by third parties in conjunction with the provision of their own products and services. Paint Noir is not responsible for the products and services provided by such third parties. Paint Noir reserves the right to modify, terminate or otherwise amend Paint Noir offered promotional tickets.


 

VI. BILLING

By purchasing a Paint Noir Ticket to your Event, you are expressly agreeing that Paint Noir is authorized to charge you a ticket fee at the then current rate, and any other charges you may incur in connection with your use of the Paint Noir Service to the Payment Method you provided during registration. Please note that prices and charges are subject to change with notice.

As used in these Terms, “billing” shall indicate either a charge or debit, as applicable, against your Payment Method. The Ticket fee will be billed on the day you purchase the Ticket and not on the day of the Event.

You acknowledge that the amount billed for each event may vary from event to event for reasons that may include differing amounts due to promotional offers, and you authorize Paint Noir to charge your Payment Method for such varying amounts.

Ticket fees and charges are fully earned upon payment. PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR UNUSED OR PARTIALLY USED EVENTS. At any time, and for any reason, Paint Noir may provide a refund, discount, or other consideration (“credits”) to some or all of Paint Noir’s customers. The amount and form of such credits, and the decision to provide them, are at Paint Noir’s sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate Paint Noir to provide credits in the future, under any circumstance. Paint Noir may change the fees and charges in effect, or add new fees and charges from time to time, but Paint Noir will give you advance notice of these changes by email.

Paint Noir will bill the ticket fee to the Payment Method you provide to Paint Noir during registration.


 

VII. RIGHT TO TERMINATE

Paint Noir reserves the right to terminate or restrict your use of the Service, without notice, for any or no reason whatsoever.

Paint Noir does not warrant that any of the events or materials used in connection with the Service, nor does Paint Noir warrant the operation of the Service.


 

VIII. SOCIAL MEDIA

You can connect Paint Noir to your Facebook or other social media accounts (“Social Media Accounts”). If you choose to connect your account with any Social Media Accounts, you will be able to take advantage of various social features Paint Noir may already have or will be creating, as part of the Service, as well as features available on such Social Media Accounts. These features will be designed to share information with others - the essence of social media. For example, your friends and others who have access to view information about you on Facebook will be able to see (on Facebook and on Paint Noir) that you are a Paint Noir customer as well as what you have painted, eaten or had to drink, with whom you attended an event, and other information about your use of the Paint Noir service. You will also be able to see similar information about your Facebook friends who are connected with Paint Noir. In addition, Paint Noir may personalize and otherwise enhance your experience based on your Facebook information, such as your basic information, and “Likes.” Please pay careful attention to your Facebook Connect settings in “Your Account” as well as your Privacy Settings in Facebook which will impact this feature and may give you some control over the information that is shared and with whom it is shared.

BY CONNECTING THE PAINT NOIR ACCOUNT TO ANY SOCIAL MEDIA ACCOUNT, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE CONSENTING TO THE CONTINUOUS RELEASE OF INFORMATION ABOUT YOU TO OTHERS, INCLUDING TO THE RELEVANT SOCIAL MEDIA ACCOUNT(IN ACCORDANCE WITH YOUR PRIVACY SETTINGS ON SUCH SOCIAL MEDIA ACCOUNT). IF YOU DO NOT WANT INFORMATION ABOUT YOU, INCLUDING INFORMATION SUCH AS YOUR PAINT NOIR ACTIVITY, TO BE SHARED IN THIS MANNER, PLEASE CONTACT PAINT NOIR AT CONTACT@PAINTNOIR.COM TO HAVE YOUR INFORMATION REMOVED. Paint Noir and social media companies are continually making changes and improvements to this feature, and therefore the available features and information that is shared may change from time to time. These changes may take place without notice to you and may not be described in these Terms.


 

IX. CUSTOMER REVIEWS

Paint Noir encourages you to post reviews of Paint Noir events through the Service. Paint Noir reserves the right to promote, reject, remove or edit such content at anytime without notice. Reviews should not be posted that contain: harsh, profane or discriminatory language; illegal, obscene, threatening, defamatory or otherwise objectionable content; URLs, phone numbers, mailing or e-mail addresses, personal attacks on Paint Noir or its personnel, misleading information regarding the origin of the content; or a discussion of Paint Noir policies or services. You understand and agree that Paint Noir may, but is not obligated to, review the content and may delete or remove it (without notice) in Paint Noir’s sole and absolute discretion, for any reason or no reason. Please also see “Use of Information Submitted” below.

WHEN YOU HAVE SUBMITTED A REVIEW, PAINT NOIR WILL DISPLAY YOUR RATING OF EVENTS. BY SUBMITTING A REVIEW, YOU UNDERSTAND AND AGREE THAT YOU ARE CONSENTING TO THE RELEASE OF ALL INFORMATION PROVIDED IN YOUR REVIEW, INCLUDING YOUR RATING OF AN EVENT, TO A PUBLIC FORUM, INCLUDING OTHER CUSTOMERS OF, AND VISITORS TO, THE PAINT NOIR SERVICE. IF YOU DO NOT WANT YOUR REVIEWS TO BE SHARED IN A PUBLIC FORUM, DO NOT USE REVIEW AN EVENT FEATURE.

The Review an Event feature may change without notice to you and the degrees of associated information sharing and functionality may also change without notice.


 

X. AGE RESTRICTION

The typical Paint Noir Service is for adults who are of the legal drinking age (or older) in the venue where alcohol is served. Paint Noir is not responsible in any manner if persons under the legal drinking age where the Event is being held attend the Event. In the event Paint Noir or its licensee discovers that an Event attendee is under the legal drinking age in the venue where alcohol is served, Paint Noir or its licensee will refuse to offer instruction to any under age individual, regardless of whether that individual has a Ticket to the Event. Paint Noir has the right to request that you present a valid form of identification demonstrating your age, in which circumstance you agree that you will comply with such request.
 

Licensee may host children’s parties that do not serve alcohol.  Artwork must be submitted for review and may become a Paint Noir library collection.
 

XI. VENUE

At the Event, you may encounter third-party services (“TPS”), including, but not limited to food and beverage service from the venue where your Event will take place. These TPS are provided solely as a convenience to you, and Paint Noir is not responsible for and does not endorse the TPS provided by the venue where your Event will take place. You understand that you are responsible for all additional charges you incur at your Event, including, but not limited to food and beverage charges.

SUCH TPS ARE OWNED OR OPERATED BY THIRD PARTIES THAT ARE NOT RELATED TO, ASSOCIATED WITH OR SPONSORED BY PAINT NOIR. Some of these TPS may even use Paint Noir trademarks in connection with your Event. Paint Noir is not responsible for and does not endorse the content of such TPS. You will need to make your own independent judgment regarding your interaction with these TPS. By using such TPS, you acknowledge and agree to the following: (i) your use of any TPS may cause personally identifying information, such as a photo, to be publicly disclosed and/or associated with you, even if Paint Noir has not provided such information, and (ii) your use of any TPS IS AT YOUR OWN OPTION AND RISK. You agree to indemnify and hold Paint Noir harmless for the sharing of information or the receipt of TPS relating to your Event that results from your use of any TPS. You further agree to indemnify and hold Paint Noir harmless from all claims involving or relating to the provision of TPS. If you have any questions, concerns, complaints, or claims about a particular TPS, you should contact the support or contact personnel of the particular TPS provider and not Paint Noir, unless otherwise indicated by Paint Noir. PAINT NOIR DISCLAIMS ALL LIABILITY ARISING FROM YOUR USE OF TPS. You agree to defend and indemnify Paint Noir for any and all claims made as the result of the provision of TPS at your Event.


 

XII. DISCLAIMERS OF WARRANTIES AND LIMITATIONS ON LIABILTY

THE PAINT NOIR SERVICE, PAINT NOIR’S WEBSITE, AND ALL CONTENT ASSOCIATED THEREWITH, ANY OTHER FEATURES ASSOCIATED WITH THE PAINT NOIR SERVICE, AND YOUR EVENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. PAINT NOIR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE PAINT NOIR SERVICE, PAINT NOIR’S WEBSITE, AND ALL CONTENT ASSOCIATED THEREWITH, ANY OTHER FEATURES ASSOCIATED WITH THE PAINT NOIR SERVICE, AND YOUR EVENT. PAINT NOIR DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE PAINT NOIR SERVICE, PAINT NOIR’S WEBSITE, AND ALL CONTENT ASSOCIATED THEREWITH, ANY OTHER FEATURES ASSOCIATED WITH THE PAINT NOIR SERVICE, AND YOUR EVENT WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT PAINT NOIR MAY ELIMINATE OR OTHERWISE MODIFY ANY OR ALL ASPECTS OF THE PAINT NOIR SERVICE AND YOUR EVENT, INCLUDING FEATURES, WITHOUT COMPENSATION OR NOTICE TO YOU. PAINT NOIR SPECIFICALLY DISCLAIMS LIABILITY FOR THE USE OF TPS, PAINT NOIR PAINTINGS, AND EQUIPMENT. Without limiting the foregoing, Paint Noir assumes no liability or responsibility for any of the following(except in the case of gross negligence or willful misconduct on the part of Paint Noir): (i) errors or omissions in the content delivered by the Paint Noir Service or on the Paint Noir Website or user interfaces; (ii) recommendations or advice of Customer Service; (iii) any failure or interruption in the availability of the Paint Noir Service and/or Website or user interfaces; (iv) delivery and or display of any content contained on the Paint Noir Website, or otherwise through the Paint Noir Service; and (v) any losses or damages arising as a result of or related to your Event, the provision of TPS at your Event, the consequences of the provision of TPS at your Event, or otherwise through the Paint Noir Service itself, including any losses or damages arising from the Paint Noir Service, Website, Equipment, your Event, or TPS. PAINT NOIR DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, INCLUDING, FOR EXAMPLE, WARRANTIES OF SATISFACTORY QUALITY OF YOUR PAINTING. In addition, Paint Noir does not represent or warrant that the information accessible via the Website is accurate, complete or current. Paint Noir does not make any representations with respect to the content contained on events from the Paint Noir Service or the descriptions of any event content contained on Paint Noir’s Website and user interfaces. Paint Noir does not represent or guarantee that your use of the Paint Noir Service will be free from interruption, and Paint Noir disclaims any liability with respect thereto. No oral or written information or advice given by Paint Noir or Paint Noir’s authorized representative shall create a warranty or otherwise constitute a representation binding upon Paint Noir.

IN NO EVENT SHALL PAINT NOIR, OR ANY OF ITS MANAGERS, MEMBERS, EMPLOYEES, AGENTS, LICENSEES, EVENT INSTRUCTORS, EVENT ASSISTANTS, AND SUCCESSORS OR ASSIGNS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR PERSONAL INJURY OR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE PAINT NOIR SERVICE, THE WEBSITE, TPS, YOUR EVENT, AND ALL CONTENT ASSOCIATED THEREWITH, OR OTHERWISE RELATED TO THE PAINT NOIR SERVICE, AND FEATURES OR FUNCTIONALITIES ASSOCIATED THEREWITH. IN NO CIRCUMSTANCE SHALL PAINT NOIR’S TOTAL LIABILITY TO YOU FOR ANY DAMAGES OR LOSSES ARISING FROM THE PAINT NOIR SERVICE, PAINT NOIR’S WEBSITE, AND ALL CONTENT ASSOCIATED THEREWITH, ANY OTHER FEATURES ASSOCIATED WITH THE PAINT NOIR SERVICE, AND YOUR EVENT EXCEED THE MAXIMUM OF THE TICKET PRICE FOR THE EVENT.


 

XIII. INTELLECTUAL PROPERTY

Paint Noir is a registered trademark of Paint Noir. The Paint Noir logo, Paint Noir.com, are trademarks or service marks of Paint Noir. The Website, including but not limited to its graphics, logos, page headers, button icons, scripts and service names constitute trade dress of Paint Noir. The trademarks, service marks and trade dress of Paint Noir may not be used or reproduced without prior written approval from Paint Noir and may not be used in connection with any product or service that is not affiliated with Paint Noir, in any manner that is likely to cause confusion among customers, in any manner that dilutes the rights of Paint Noir, or in any manner that disparages or discredits Paint Noir. Other trademarks that appear on the Website and user interfaces are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Paint Noir. Any images of persons or personalities contained on the Website are not an indication or endorsement of Paint Noir or any particular product or our service unless otherwise indicated.

You agree that Paint Noir is and shall remain the sole owner of all rights, title, and interest in and to any and all Works of Art, and that you shall only have the limited right to utilize a Work of Art for your Event and/or the promotion of an Event, and for no other purpose. At the conclusion of your Event, you may take your own painting with you. You further agree that you will not reproduce, copy, or otherwise distribute for profit the image you painted (or any reproduction thereof).

You acknowledge that you do not have, acquire or retain any rights to any such Works of Art after the end of your Event (or after repeat Events utilizing the same Work of Art).

You acknowledge that any photographs taken at your Event by Paint Noir, any instructor, assistant, or Paint Noir’s licensee (“Licensee”) or the agent or employee of a Licensee, which photographs depict in any manner the artwork, the set-up of your Event, the participants or instructors or staff at your Event, you, or the equipment, materials, supplies or marketing materials related to Paint Noir in any way shall become the property of Paint Noir, and may not be reproduced or utilized except as authorized by Paint Noir, and that Paint Noir is free to use all such materials at Paint Noir’s sole and absolute discretion.


 

XIV. ENTERTAINMENT AND SERVICE CONTENT

Paint Noir provides entertainment and reserves the right to display and promote the filmed or photographed entertainment or other information through the Service, including the Website and user interfaces, such as Facebook, to you and others in any manner Paint Noir chooses in its sole and absolute discretion. In addition, the Service allows you and other third parties to post reviews or comments concerning the entertainment distributed by Paint Noir on Social Media Accounts. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed or made available by third parties through the Service are those of the respective authors or producers and not of Paint Noir, or its members, directors, officers, employees, attorneys, affiliates, successors, or assigns. Under no circumstances shall Paint Noir, or its members, directors, officers, employees, attorneys, affiliates, successors, or assigns be held liable for any loss or damage caused by your reliance on information obtained through the Service. It is your responsibility to evaluate the information, opinion, advice, or other content available through the Service.

 

XV. USE OF INFORMATION SUBMITTED

Paint Noir is free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any communication you may send to Paint Noir (“Feedback”), including responses to questionnaires or through postings to the Paint Noir Service, including the Website, without further compensation, acknowledgement or payment to you for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the Paint Noir Service. Paint Noir may also share your information with third parties for purposes of Paint Noir’s business. Furthermore, by posting any Feedback on the Website, submitting Feedback to Paint Noir, or in responding to questionnaires, you grant Paint Noir a perpetual, worldwide, non-exclusive, royalty-free irrevocable license, including the right to sublicense such right, and right to display, use, reproduce or modify the Feedback submitted in any media of any kind now existing or developed in the future.

Please note Paint Noir does not accept unsolicited materials or ideas for use or publication, and is not responsible for the similarity of any of its content in any media to materials or ideas transmitted to Paint Noir. Should you send any unsolicited materials or ideas, you do so with the understanding that no additional consideration of any sort will be provided to you, and you are waiving any claim against Paint Noir, its members, directors, officers, employees, attorneys, affiliates, successors, or assigns regarding the use of such materials and ideas, even if materials or ideas are used that are substantially similar or identical to the material or idea you sent.


 

XVI. SERVICE TESTING

From time to time, Paint Noir tests various aspects of the Service, including the Website, user experience, service levels, plans, promotions, features, availability of venues, delivery, and pricing, and Paint Noir reserves the right to include you in or exclude you from these tests without notice.

 

XVII. CUSTOMER SERVICE

If you need assistance, you may find answers and reach Customer Service at any time at coontact@paintnoir.com. Also, you can visit Paint Noir’s Support page at www.paintnoir.com where you will find the answers to many frequently asked questions.

 

XVIII. YOUR CONDUCT WHEN ACCESSING THE PAINT NOIR SERVICE

By accessing the Paint Noir Service, including the Website, you agree to use the Paint Noir Service, including all features and functionalities associated therewith, the Website and user experience and all content associated therewith in accordance with all applicable laws, rules and regulations, including public performance limitations or other restrictions on use of the service or content therein. You also agree not to interfere with the instructors, customers or anyone connected to any portion of the Paint Noir Service, or to violate any of the procedures, policies or regulations of establishments or venues connected to the Paint Noir Service. You also agree not to impersonate any other person while using the Paint Noir Service, conduct yourself in a vulgar or offensive manner while using the Paint Noir Service, or use the Paint Noir Service for any unlawful purpose.

 

XIX. LINKS AND PAGES

Some of the hyperlinks on the Website may lead to other websites or other content that are not controlled by, or affiliated with, Paint Noir. In addition, other websites may link to the Paint Noir website or Paint Noir may include links to the websites of businesses, including those that have associations with Paint Noir through certain programs. These pages may provide links to third party. Paint Noir has not reviewed these websites and you agree that Paint Noir is not responsible for the offerings of any of these sites or the content, privacy policies or terms of use of these websites. You acknowledge and agree that Paint Noir is not responsible or liable for, and does not otherwise warrant, the actions of these third parties, the products or contents on their websites. These linked websites have separate and independent privacy statements, notices and terms of use, which Paint Noir recommends you read carefully.

 

XX. PROMOTIONS WITH COUPON CODES

Promotional codes may be redeemed on the Website. Promotional codes can only be used once and cannot be redeemed for cash, resold or combined with any other offers. A valid Payment Method will be required when you redeem the promotion code. Paint Noir will bill your Payment Method automatically.

 

XXI. ARBITRATION AGREEMENT

You and Paint Noir agree that any dispute, claim, action, or controversy arising out of or relating in any way to the Paint Noir Service, including the Website, user interfaces, these Terms, and the Event shall be determined by binding arbitration instead of in courts. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to limited review by courts. Arbitrators may award the same damages and relief that a court can award. You, including all Event attendees for whom or who actually utilize a Ticket purchased by you (“Event Attendees”), and Paint Noir agree that Laws governs the interpretation and enforcement of this provision, and that you and Paint Noir are waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms and the conclusion of the Event.

If you elect to seek arbitration, you must first send to Paint Noir, by certified mail, a written notice of such claim (“Notice”). The Notice to Paint Noir must be addressed to: . The Notice must state the basis of such claim, including all facts related to such claim, all witnesses to such claim, and a complete statement of the damages such claim seeks, including a description of how such damages are calculated.

YOU, INCLUDING ALL EVENT ATTENDEES, AND PAINT NOIR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Paint Noir agree otherwise, the arbitrator may not consolidate more than one person’s claims with another person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.


 

XXII. GOVERNING LAW AND VENUE

The Terms and the policies and procedures set forth on the Website and any and all disputes between you, including all Event Attendees, and Paint Noir shall be governed in accordance with the laws of the   , without regard to conflict of laws principles, and, as necessary the laws of the United States of America.

You and Paint Noir agree that any proceeding involving any dispute, claim, action, or controversy arising out of or in connection with your Event shall be arbitrated, as set forth in Section XXI hereof, solely and exclusively in the   , before either (i) JAMS arbitration service, (iii) the American Arbitration Association, or (iii) such other arbitrator as may be agreed to by you and Paint Noir in writing.

This Governing Law and Venue provision shall survive termination of these Terms and the conclusion of the Event.

In the event the agreement to arbitrate is held to be invalid or unenforceable, which decision shall be made by the arbitrator only, you and Paint Noir agree that any action or proceeding involving any dispute arising out of or in connection with your Event, these Terms or the policies and procedures set forth on the Website shall be brought only in , and you and Paint Noir here to irrevocably consent and submit to the exclusive jurisdiction within ___ in respect of any such proceeding before (i) the federal District Court for

 

XXIII. WAIVER OF RIGHTS

The failure of Paint Noir at any time or times to demand strict performance of any of the terms, covenants, or conditions set forth herein shall not be construed as a waiver or relinquishment thereof and Paint Noir may at any time demand strict and complete performance of said terms, covenants and conditions.

 

XXIV. SIGNIFICANCE OF HEADINGS

Section headings contained within these Terms are solely for the purpose of aiding in speedy location of subject matter and are not in any sense to be given weight in the construction of these Terms. Accordingly, in case of any question with respect to the construction of these Terms, it is to be construed as though such section headings have been omitted.

 

XXV. SEVERABILITY

If any provision of these Terms is held to be unenforceable or illegal, such provision shall be severed from these Terms, and all other provisions set forth herein shall remain in full force and effect.

 

XXVI. NO ADVERSE CONSTRUCTION

You agree that in the event of any ambiguity in these Terms, there will not be any adverse construction against either you or Paint Noir on the grounds that Paint Noir drafted these Terms.

 

XXVII. SURVIVIAL

Both your and Paint Noir’s obligations in these Terms, which by their nature, have significance after the conclusion of the Event, shall survive the termination or expiration of these Terms and the conclusion of the Event.

 

XXVIII. AUTHORITY

You represent and warrant that you have the full right, power, and authority to enter into these Terms on behalf of yourself.

 

XXIX. FURTHER ASSURANCES

You agree that you shall, at the request of Paint Noir, execute and deliver such documents, certificates, and other writings, and take such other actions as may be necessary or desirable, to accomplish the goals of these Terms.

 

XXX. FORCE MAJEURE

Neither you nor Paint Noir shall be liable for the failure to perform any of the obligations hereunder (other than the payment of money) during any period in which such performance is delayed by fire, flood, earthquake, other natural disaster, war, embargo, riot or the intervention of any government authority, provided that the party that is unable to perform immediately notifies the other party of such inability.

 

XXXI. ELECTRONIC TRANSACTIONS

You agree to conduct transactions, including, but not limited to the purchase of your Event Ticket and the acknowledgement of these Terms and future transactions, by electronic means.

 

XXXII. INDEMNITY

You agree to defend, indemnify, and hold Paint Noir harmless with respect to (i) all disputes, claims, actions, or controversies related in any way to the attendance of the Event and (ii) all disputes, claims, actions, or controversies related in any way to any Event Attendees’ attendance of the Event, and that such defense and indemnity shall include all expenses, costs, liabilities, judgments, awards, and attorneys’ fees incurred by Paint Noir that are related to such circumstances.

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