Terms & Conditions

Engage^TM LLC (" Engage^TM”) is a web based platform with the purpose of digitizing the process of booking Talent (“Talent”) and Events (“Events”). By creating an Engage^TM account or by using the Engage^TM application, whether through a mobile device, mobile application or computer, you agree to be bound by these Terms of Use and our Privacy Policy, which is incorporated by reference herein and available on our site (collectively, "Terms of Use"). If you do not accept and agree to be bound by all of the terms of the Terms of Use, please do not use Engage^TM.

1. ACCEPTANCE OF TERMS

The Engage^TM Internet site is available at  LetsEngage.com. The Engage^TM mobile application, all related sites and mobile applications, and the various content, features, and services offered on and in connection with the site and applications (collectively, " Engage^TM Services") are owned and operated by Engage^TM LLC and can only be accessed and used by you under the Terms of Use described below.

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING, DOWNLOADING, OR USING ANY ENGAGE^TM SERVICES, YOU AGREE TO BECOME BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS, THEN YOU MAY NOT ACCESS AND USE ENGAGE^TM SERVICES.

2. MODIFICATIONS OF TERMS OF USE

Engage^TM may, in its sole discretion, modify these Terms of Use at any time effective upon posting the modified Terms of Use on and in connection with Engage^TM Services, with or without additional notice to you. You are responsible for regularly reviewing information posted on Engage^TM Services to obtain timely notice of such changes, and if you do not agree to the amended terms, you agree to immediately stop using Engage^TM Services and to provide Engage^TM notice to remove you from any distribution lists or other communication list that are available to you through your use of Engage^TM Services. YOUR CONTINUED USE OF THE SITE AND SERVICES AFTER SUCH POSTING (OR OTHER NOTIFICATION, IF ANY) MEANS YOU ACCEPT AND AGREE TO BE BOUND BY THE MODIFIED TERMS OF USE.

3. USE OF THE SITE AND ENGAGE^TM SERVICES

Subject to full compliance with these Terms of Use, Engage^TM grants authorized users a nonexclusive, nontransferable, nonsublicensable, terminable license to access and use Engage^TM Services for your use. You agree to not access, reproduce, duplicate, copy, sell, re-sell, modify, distribute, transmit, or otherwise exploit the Engage^TM Services or any of its content for any purpose except for your personal use and as described in this Terms of Use, without the express written consent of Engage^TM. Engage^TM may modify, update, suspend or discontinue Engage^TM Services, in whole or in part, at our sole discretion for any or no reason, at any time and with or without notice. Engage^TM shall not be liable to any user or other third party for any such modification, update, suspension or discontinuance.

4. USER CONDUCT

s a condition of your access and use of Engage^TM Services and your submission or access to any ratings, reviews, communications, information, data, text, photographs, or other materials on Engage^TM Services (collectively, the “Content”), you agree not to use Engage^TM Services for any purpose that is unlawful or prohibited by these Terms of Use, or any other purpose not reasonably intended by Engage^TM. By way of example, and not as a limitation, you agree not to:

1. intentionally or unintentionally violate these Terms of Use, other applicable agreements with Engage^TM, and any applicable local, state, national or international law, and any rules and regulations having the force of law;
2. use Engage^TM Services in any manner that violates any relevant law or that infringes, misappropriates or violates any third party's rights, including, but not limited to, transmitting any Content that may infringe, misappropriate or violate a third party's rights of publicity, contractual rights, fiduciary rights or intellectual property rights;
3. act dishonestly or unprofessionally by engaging in unprofessional behavior by posting inappropriate, inaccurate, or objectionable content to Engage^TM;
4. publish inaccurate information in the designated fields on the profile form (please also protect sensitive personal information such as your email address, phone number, street address, or other information that is confidential in nature);
5. create a user profile for anyone other than a natural person;
6. harass, abuse or harm another person, including sending unwelcomed communications to others using Engage^TM;
7. upload a profile image that is not your likeness or a head-shot photo;
8. use or attempt to use another's account without authorization from Engage^TM, or create a false identity on Engage^TM
9. knowingly provide or submit false or misleading information;
10. use Engage^TM Services if you are under the age of eighteen (18);
11. attempt to gain unauthorized access to Engage^TM Services, other user accounts, or other computer systems or networks connected to Engage^TM Services;
12. use Engage^TM in any way that could interfere with the rights of Engage^TM, Talent, General Users, or the rights of other users of Engage^TM;
13. attempt to gain unauthorized access to any portion or feature of Engage^TM Services, or any other systems or networks connected to Engage^TM Services or to any server used by Engage^TM by hacking, password 'mining' or any other illegitimate or unauthorized means, including attempting to obtain password, account, or any other personal or private information from any other Sites and Services user;
14. transmit or submit any transmission or other materials that are encrypted or that contains viruses, Trojan horses, worms, time bombs, spiders, or other computer programming routines that are likely or intended to damage, interfere with, disrupt, impair, disable or otherwise overburden Engage^TM;
15. access, download, monitor, or copy any information contained on Engage^TM through artificial means (including but not limited to use any 'deep-link', 'scraper', 'robot', 'spider' or other automatic device, program, algorithm or methodology, or any similar or equivalent automatic or manual process, or in any way reproduce or circumvent the navigational structure or presentation of Engage^TM Services or any content, to obtain or attempt to obtain any Content, materials, documents or information through any means not purposely made available through Engage^TM Services;
16. probe, scan or test the vulnerability of Engage^TM Services or any network connected to Engage^TM Services, nor breach the security or authentication measures on or off Engage^TM Services or any network connected to Engage^TM Services. You may not reverse look-up, trace or seek to trace any information on any other user of Engage^TM Services, or any other customer of Engage^TM, including any Engage^TM account not owned by you, to its source, or exploit Engage^TM Services or any service or information made available or offered by or through Engage^TM Services, in any way where the purpose is to reveal any information, including but not limited to personal identification or information other than your own information, except as expressly authorized by Engage^TM and provided for by Engage^TM Services;
17. send any unauthorized communication that includes any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
18. imply or state, directly or indirectly, that you are affiliated with or endorsed by Engage^TM unless you have entered into a written agreement with Engage^TM stating such; or
19. access, via automated or manual means or processes, Engage^TM Services for purposes of monitoring Engage^TM Service’s availability, performance or functionality for any competitive purpose.

5. REGISTRATION INFORMATION

Engage^TM is a web based platform with the purpose of digitizing the process of booking Talent and Events. We require that you create an account to use or access certain parts of Engage^TM Services and use certain products and features. We require that you provide login information such as a username and password to access and utilize your account. As a condition of your use of the Engage^TM Services, you agree to (a) provide Engage^TM with true, accurate, current and complete information as prompted by Engage's^TM registration forms, when registering for or using Engage^TM Services, and (b) update and maintain the truthfulness, accuracy and completeness of such information. You are responsible for maintaining the confidentiality of any password or other account information not generally available to others and are fully responsible for all activities that occur under your username and password. While there are limited, legitimate reasons for creating multiple accounts, creating serial or overlapping accounts may result in account termination. Please contact us if you have questions about managing multiple accounts.

6. SUBMITTING CONTENT

As a condition of submitting any Content or other materials to Engage^TM, you agree that:

1. you grant to Engage^TM a royalty free, perpetual, irrevocable, worldwide, nonexclusive, transferable, and sublicensable license to use, reproduce, copy, adapt, modify, merge, distribute, publicly display, create derivative works from, incorporate such Content into other works; grant to Engage^TM all rights necessary to publish or refrain from publishing your name and address in connection with your Content; sublicense through multiple tiers the Content, and acknowledge that this license cannot be terminated by you once your Content is submitted to Engage^TM Services;
2. you grant to Engage^TM all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction, distribution, or exploitation of your Content by any other party;
3. your name and report information may be made available to the public and to the Talent and General Users which you review;
4. you represent that you own or have secured all legal rights necessary for the Content submitted by you to be used by you, Engage^TM, and others as described and otherwise contemplated in these Terms of Use;
5. you represent and warrant that each person identified, depicted, or shown in your Content, if any, (and if a minor, the parent or guardian of the minor) has provided consent to the use of the Content consistent with these Terms of Use.
6. you are solely responsible for your reviews and ratings;
7. Engage^TM may, in its sole discretion, choose to remove or not to remove reviews and ratings once published;
8. you will not submit any reviews that may be considered by Engage^TM to be infringing, harassing, libelous, abusive, threatening, obscene, profane, hateful, offensive, harmful, vulgar, distasteful, defamatory, or otherwise violates any relevant law or right of any other party, or racially, ethnically or otherwise objectionable;
9. all of your reviews and ratings will be based upon your actual first-hand experiences with the Talent you are reviewing;
10. all of your reviews and ratings of the Talent that you are rating will be accurate, honest, truthful, and complete in all respects;
11. you do not work for, nor are you an affiliate of, any of the Talent for which you submit reviews and ratings;
12. you are not in any way related (by blood, adoption or marriage) to any of the Talent for which you submit reviews or ratings;
13. you have not received any form of compensation to post reviews and ratings;
14. you will submit thorough and thoughtful reviews of the Talent you review (for example, submitting a review describing a service contractor as "He/She is great." without additional commentary is not a thorough and thoughtful review);
15. you will not submit reviews that comment on other users or the reviews of other users;
16. you will not submit reviews with hyperlinks; or
17. the reviews and ratings that you provide do not reflect the views of Engage, its officers, managers, owners, employees, agents, designees or other users.

7. PUBLICATION AND DISTRIBUTION OF CONTENT

Engage^TM cannot and does not guarantee the accuracy, integrity, quality or appropriateness of any Content transmitted to or through Engage^TM Services. You acknowledge that Engage^TM simply acts as a passive conduit and an interactive computer service provider for the publication and distribution of user-generated Content. You understand that all Content, transmitted through or linked through the Engage^TM Service, is the sole responsibility of the person from whom such Content originated. You understand that Engage^TM does not control, and is not responsible for Content or Talent Content made available through Engage^TM Services, and that by using Engage^TM Services, you may be exposed to Content that is inaccurate, misleading, or offensive. You agree that you must evaluate and make your own judgment, and bear all risks associated with, the use of any Content. You further acknowledge that Engage^TM has no obligation to screen, preview, monitor or approve any user-generated Content on the Engage^TM Services. Engage^TM reserves the right to review, modify and/or delete any Content that, in its sole judgment, violates these Terms of Use. By using Engage^TM Services, you agree that it is solely YOUR RESPONSIBILITY to evaluate your risks to bear associated with the use, accuracy, usefulness, completeness or appropriateness of any Content that you submit, receive, access, transmit or otherwise convey through Engage^TM Services. Under no circumstances will Engage^TM be liable in any way for any Content, including, but not limited to, any Content that contains any errors, omissions, defamatory statements, or confidential or private information or for any loss or damage of any kind incurred as a result of the use of any Content submitted, accessed, transmitted or otherwise conveyed via Engage^TM Services. You waive the right to bring or assert any claim against Engage^TM relating to Content, and release Engage^TM from any and all liability for or relating to any Content. Engage^TM has no obligation to review, monitor, or remove any Content or other materials, except as required by law. You may, however, report Content that you believe violates these Terms of Use or is otherwise unlawful by sending an email to info@LetsEngage.com (for copyright complaints, please see below). Please note that you may be liable for damages (including costs and attorneys’ fees) for unlawful misrepresentations. If you are uncertain whether an activity is unlawful, we recommend seeking advice of an attorney. You agree that Engage^TM may establish general practices, policies and limits, which may or may not be published, concerning the use of Engage^TM Services, including without limitation, the time that reviews and ratings will be retained, the maximum number of reviews and ratings that may be sent from an account, the length of reviews and ratings sent, and the maximum number of times and the maximum duration for which you may access Engage^TM Services in a given period of time. You agree that Engage^TM has no responsibility or liability for the deletion or failure to store any Content or other materials maintained or transmitted by or through Engage^TM Services. You agree that Engage^TM has the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

8. TALENT/GENERAL USERS

Engage^TM does not endorse and is not responsible or liable for any Content, data, products, goods or services available or unavailable from, or through, any Talent, General User or any representative or agent thereof. Engage^TM is not responsible for the content or results of any event or engagement between Talent and General Users. Engage^TM is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with any use of the Engage^TM Services or any engagement or event between any Talent and General User. Any dealings with any Talent or General User, and any other terms, conditions, representations or warranties associated with such dealings, are between the General User and the Talent exclusively and do not involve Engage^TM. Each Talent and General User should make whatever investigation or other resource inquiry that you deem necessary or appropriate before hiring, engaging with, or meeting with, any General User or Talent. Engage^TM does not guarantee the identity of any Talent or General User. Any transaction is made under the auspices of buyer beware. Talent understand that Engage^TM will use various means, including social media and other methods, to advertise the Talent’s presence on Engage^TM and availability for engagements and events. By signing up with Engage^TM, Talent grant Engage^TM the right to market the Talent through various channels, including, but not limited to, online and offline marketing, and to communicate with them via physical and digital means. So long as Talent is registered on the Engage^TM Services, each Talent grants Engage^TM a license to use the Talent’s name and Engage^TM information for such marketing purposes.

9. ENGAGE^TM BOOKINGS

All dates, times, prices, offerings, events and locations offered are at the Talent’s discretion and are subject to change at any time by the Talent. Engage^TM does not guarantee any service being offered by any Talent. Engage^TM does not guarantee any level of visibility/click through rates on the Engage^TM Services via search unless individuals separately enter into a marketing/promotion agreement with Engage^TM for such priority visibility. Talent understand and agree to keep their Engage^TM offerings updated to maximize and optimize bookings to the best of their ability, and proactively promote their offerings in collaboration with Engage^TM to secure engagements/sales. Engage^TM does not guarantee any level of revenue generation.

1. Messaging. Messaging between Talent and General Users is expressly for the purposes of arranging details for an engagement or event. Any attempt to use messaging for any other purposes such as sales, solicitation, or outside conversation can be grounds for being barred from Engage^TM Services. Any inappropriate language or images will be grounds for immediately being barred from the Engage^TM Service. Messaging between Talent and General Users is only for a limited duration. Parties can only contact each other throughout the duration of a transaction. No Engage^TM messaging will occur at any other time. All communications regarding booking engagements and events between Talent and General Users MUST be conducted through Engage’s^TM messaging platform.
2. Offers. An offer made through Engage^TM is not automatically accepted. Accepting an offer is completely at the discretion of the Talent. The Talent may reject an offer for any reason they see fit. If an offer has been accepted, the Talent may rescind the acceptance at any point up to the engagement or event. If an acceptance has been rescinded, any sum of money that has been transacted will be returned to the General User. Payment will be extracted from the account of the General User upon acceptance of an offer, but will not be disbursed to any parties until 24 hours after satisfactory completion of the engagement or event. Any disputes regarding an engagement or event must be submitted to Engage^TM within 12 hours following the completion of the engagement or event. Engage’s^TM determination regarding any dispute, and the distribution of any engagement or event fees, shall be final and binding on the Talent and the General User.
3. Talent Bookings. In order to allow for bookings to be made using the Engage^TM Service, Talent must keep an updated profile on the Engage^TM Services. The Engage^TM Service will take information on offerings from the Talent’s calendar account and display that information to the General User. The General User can then select an offering from the Talent’s profile on the site and request a booking by submitting a booking request form using the Engage^TM Services (which will show proposed subject matter of the booking). Talent can opt to automatically confirm the booking, or they can notify the General User whether they wish to accept or reject the details proposed and any other information (via the Engage^TM Services messaging). For a limited period up to the completion of the engagement or event, the Talent and General User can opt to send additional information and communicate (reminder and follow up emails) via the Engage^TM Services messaging portal. Please note the Engage^TM Service may send emails using a third party provider in order to maintain a high reputation with ISPs for transactional email management. However, Engage^TM cannot guarantee that emails will not occasional be blocked by spam filters, bounced or in some other way not be delivered. Also, please note that the Engage^TM Service is automated. The Engage^TM Service will make the offerings data in the Talent profile available to General Users without any external verification. Engage^TM is not responsible or liable for either the accuracy of the offerings shown on a Talent profile or for Talent’s or General User’s failure to monitor their email account or Engage^TM messaging. When Talent confirms a booking using the Engage^TM Service, the General User will be updated automatically.
4. Engage provides default contracts to help facilitate the booking process. Engage is not a legal entity and it is strongly recommended that both talent and consumer seek their own legal counsel before executing any agreement. By using the Engage platform, consumers and talent agree to indemnify and hold harmless Engage and its affiliates for any issues that arise from contracts executed on the platform.
   
5. Cancellations. Engagements or Popups may be cancelled by Talent at any time. If Talent must cancel a booked engagement or event, it is assumed that the Talent and Consumer will make a “best effort” to reschedule that engagement or event but is not bound to do so. Talent who repeatedly cancel engagements or Popups can temporarily or permanently be barred from the Engage Services at Engage’s discretion. Unless specified otherwise in the event or experience contract, experiences or Popups canceled by Talent will result in a full refund to the Consumer. The talent is responsible for paying any bank fees and additional fees that occur as a result of the refund. Unless specified otherwise in the event or experience contract, engagements or Popups cancelled by a Consumer will result in a refund minus the initial deposit agreed upon between talent and consumer. In this case, the consumer is responsible for paying the cost of any bank fees that occur as a result of refund. Unless specified otherwise in the event or experience contract, cancellation by a Consumer less than 48 hours before the engagement or event will result in no refund.
6. Engagements and Popups. All Engagements and Popups must occur in a public space or a verifiable place of business. Upon arrival, if Talent is uncomfortable for any reason with the agreed upon location, the Talent may cancel engagement or event or message Consumer to relocate. If Talent cancels an Engagement in this situation, a full refund will be issued to the Consumer. If Talent arrives more than 15 minutes late to an engagement or event and cannot carry that time over the agreed upon end-time, the Consumer may request a partial refund. If the Consumer hasn’t arrived within 15 minutes of the agreed upon time, the Talent may abandon the engagement or event at his/her discretion. No refund will be issued. Both parties agree to attend engagements and Popups in a state that allows for a clear and cogent conversation. Being under the influence of any substance that diminishes that state or being too sick or incapacitated to conduct the engagement or event is grounds for the cancellation of engagement or event. Talent have the ability to terminate the engagement or event with no refund for any such reasons. Consumers may report any such issue and request a partial or full refund based upon the discretion of Engage. Any deviation from the agreed upon parameters of an engagement or event as captured through Engage messaging and contracts is grounds for the immediate termination of an engagement or event. Deviations include time, date, location, fees, attendees, subject matter, etc. Consumers agree to abide by the wishes of the Talent as pertaining to autographs, filming, recording, photography or allowing other attendees to join session. Any of these instances must be requested prior to the engagement or event through Engage messaging and agreed to by the Talent. Not abiding by the Talent’s reasonable wishes will result in the immediate termination of the engagement or event with no refund available to the Consumer. In the event of a cancellation and refund, the party responsible for causing the refund will incur any bank fees and additional fees associated with the refund.
7. Intermediaries. (Agents, Representatives, Conferences). As a representative of a General User and/or Talent, you must adhere to all Engage^TM policies as if you are the General user and/or Talent yourself. Talent and General users, as applicable, take full responsibility for any intermediary acting on their behalf. Intermediaries will receive compensation at the same time as their clients, which is after the engagement or event has occurred. Intermediaries must have full consent from the Talent/General user they are representing on Engage^TM. Engage^TM is not responsible for the terms of any agreement between any Talent/General user and an intermediary or any disagreements between them relating thereto.
8. Reviews. Reviews from both parties are intended to be constructive feedback. Any inappropriate words or terms may result in the removal of review by Engage^TM. Any assertions made by either party that could be construed as libelous or slanderous will result in the removal of reviews. Engage^TM is not responsible for the content of reviews as Engage^TM is strictly a conduit. Consistent abuse of the rules surrounding reviews by either party will result in a temporary or permanent barring from the service at the discretion of Engage^TM.
9. Payment. Engage uses both ACH transfers and credit cards to accept payment. For experiences, Engage will charge the Consumer based upon whatever split the Talent and Consumer agree upon. Unless specified otherwise, that split will be 50% upon agreeing to an experience and 50% upon completion. For Popups, Engage will charge the Consumer immediately upon purchase of a ticket. By booking on Engage, Consumers and Talent are waiving the right to dispute any chargeback with their credit card companies. Any issues with payment must be communicated directly between Talent, Consumer, and Engage. Engage must be notified of an issue with an event or experience within 5 business days of the event taking place, otherwise the event or experience will be deemed successful and the payments valid. Engage uses Stripe to immediately or near immediately disburse the fees to the proper parties and does not hold the money for the transaction.
10. Sweepstakes. From time to time, the Engage platform may be utilized by talent to run sweepstakes. Engage is merely a conduit for facilitating ticket sales for the sweepstakes. Talent, the company running the sweepstakes, and consumers agree to indemnify and defend Engage. In the event a refund is needed, the party responsible for causing the refund will pay any bank fees and additional fees as a result of the refund.

You agree that Engage^TM will not be responsible or liable for, and does not endorse any content, advertising, goods or services provided by Talent. Engage^TM does not make any representations or warranties as to the security of any information exchanged between Talent and General users. You agree that Engage^TM is not responsible for the accessibility or unavailability of any Talent or for the interactions and dealings between Talent and General users. Talent and consumers agree to indemnify and defend Engage LLC.  Talent and General users each waive the right to bring or assert any claim against Engage^TM relating to any interactions or dealings between them other than for payment of fees, and release Engage^TM from any and all liability for or relating to any interactions or dealings between them other than the repayment of booking fees. Without limiting the foregoing, your correspondence or business dealings with Talent and General users or participation in engagements or events therewith through the use of Engage^TM Services and any other terms, conditions, warranties, or representations associated with such dealings, are solely between the Talent and General user.

ENGAGE^TM DOES NOT CONDUCT ANY BACKGROUND INVESTIGATION OR OTHER CHECK OF TALENT OR GENERAL USERS. ENGAGE^TM ONLY PROVIDES THE FORUM ALLOWING TALENT AND GENERAL USERS TO CONNECT. AS ENGAGE^TM IS SOLELY A FACILITATOR, EACH TALENT AND GENERAL USER AGREES THAT ENGAGE^TM SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY DEALINGS OR ENGAGEMENTS OR EVENTS BETWEEN THE TALENT AND GENERAL USER OR AS THE RESULT OF THE PRESENCE OF TALENT OR GENERAL USERS ON ENGAGE^TM. BY UTILIZING THE ENGAGE^TM SERVICES AND PARTAKING IN AN ENGAGEMENT OR EVENT, TALENT AND GENERAL USERS ACKNOWLEDGE AND AGREE THAT THEY ARE MEETING EACH OTHER AT THEIR OWN RISK AND ENGAGE^TM SHALL HAVE NO LIABILITY RELATING TO (AND HERBY WAIVE ANY CLAIM OR CAUSE OF ACTION RELATED TO) ANY CONDUCT, ACTIVITY OR RESULT OF ANY INTERACTION AND MEETING OF THE TALENT AND GENERAL USER, INCLUDING, WITHOUT LIMITATION, THE COMMISSION OF ANY TORT OR OTHER CONDUCT OF THE TALENT AND/OR GENERAL USER.

10. SERVICE PROVIDERS

Third parties and other service providers may link or otherwise direct Internet users to the Engage^TM site for the purpose of utilizing one or more of the Engage^TM Services. Additionally, Engage^TM may provide links or otherwise direct you to third party or service provider websites. Engage^TM does not control or operate any such third party or service provider websites. Any information you provide to these third party or service provider websites while on these third party or service provider websites is subject to the respective policies of those third parties or service providers, and not Engage's^TM policies. It is your responsibility to review such third party or service provider policies, including any relevant privacy policies. You agree that Engage^TM will not be responsible or liable for, and does not endorse any content, advertising, goods or services provided on or through these outside websites or for your use or inability to use such websites. Engage^TM does not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to give to any third party or service provider sites. You use these third party or service provider websites at your own risk.

You agree that Engage^TM is not responsible for the accessibility or unavailability of any service provider or for your interactions and dealings with them, waive the right to bring or assert any claim against Engage^TM relating to any interactions or dealings with any service provider, and release Engage^TM from any and all liability for or relating to any interactions or dealings with service providers. Without limiting the foregoing, your correspondence or business dealings with, consumption of products or services of, or participation in promotions of, third parties or service providers found on or through the use of Engage^TM Services, including payment for and delivery or fulfillment of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party. You agree that Engage^TM shall not be responsible or liable, directly or indirectly, for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties or service providers on Engage^TM.

11. TERMINATION OF ACCESS

Engage^TM may terminate your privilege to use or access Engage^TM Services immediately and without notice for any reason whatsoever. Upon such termination, you must immediately cease accessing or using Engage^TM Services and agree not to access or make use of, or attempt to use, Engage^TM Services. Furthermore, you acknowledge that Engage^TM reserves the right to take action -- technical, legal or otherwise -- to block, nullify or deny your ability to access Engage^TM Services. You understand that Engage^TM may exercise this right in its sole discretion, and this right shall be in addition to and not in substitution for any other rights and remedies available to Engage^TM.

All provisions of these Terms of Use which by their nature should survive termination shall survive the termination of your access to Engage^TM Services, including, without limitation, provision regarding ownership, warranty disclaimers, indemnity, and limitations of liability.

12. TRADEMARKS AND COPYRIGHTS

Engage^TM, and other Engage^TM Services graphics, logos, designs, page headers, button icons, scripts, and service names are the trademarks or trade dress of Engage^TM in the U.S. and/or other countries. These trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, keyword advertisements, or email addresses, or in connection with any product or service in any manner that is likely to cause confusion. You should assume all Content and material made available on Engage^TM Services is protected by copyright law. Aside from General user or Talent submitted Content, all other materials and other information on Engage^TM Services, including, but not limited to, all text, graphics, logos, icons, images, audio and video clips, downloads, data compilations and software are the exclusive property of Engage^TM and/or its licensors and are protected by all United States and international copyright laws.

1. Notice and Procedure for Making Claims of Copyright Infringement. Engage^TM respects the intellectual property of others. It is our policy to respond expeditiously to legitimate claims of copyright and other intellectual property infringement. We will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, we may act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and may act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. We may terminate access for any users of the Engage^TM Service who are infringers.
2. Notifying Engage^TM of Copyright Infringement: To provide us with notice of an infringement, you must provide a written communication to the attention of “Site: DMCA Notification Dept.” at info@LetsEngage.com that sets forth the information specified by the DMCA (http://www.copyright.gov/title17/92chap5.html#512). Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that an activity is infringing your copyright. We will need the following information from you:
   1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
   2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
   3. a detailed description of where the material that you claim is infringing is located or found on Engage^TM Services;
   4. your address, telephone number, and email address;
   5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
   6. a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
3. Providing Engage^TM with Counter-Notification: If we remove or disable access to Content in response to an infringement notice, we may make reasonable attempts to contact the owner or administrator of the affected content. If your material has been removed and you feel that your material does not constitute infringement, you may provide us with a counter notification by written communication to the attention of “DMCA Counter Notification Dept.” at info@LetsEngage.com that sets forth all of the necessary information required by the DMCA (http://www.copyright.gov/title17/92chap5.html#512). Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that an activity is not infringing the copyrights of others. If you are uncertain whether an activity constitutes infringement, we recommended seeking advice of an attorney.

13. DELAYS AND ACCESSIBILITY

Engage^TM Services may be subject to limitations, delays, failure, and other problems inherent in the use of the Internet and electronic communications. Engage^TM is not responsible for any delays, failures or other damage resulting from such problems.

14. USER FEEDBACK

Engage^TM appreciates hearing from you, as well as our other users, and welcomes your comments regarding our Engage^TM Services. Please be advised, however, that our policy does not permit us to accept or consider creative ideas, suggestions, or materials other than those which we have specifically requested. Although we do value your feedback on our Engage^TM Services, please be specific in your comments regarding our services and do not submit creative ideas, suggestions or materials. If, despite our request, you send us creative suggestions, ideas, drawings, concepts or other information (collectively, the "Submissions"), such Submissions will be the property of Engage^TM. In addition, none of the Submissions will be subject to any obligations of confidentiality and Engage^TM will not be liable for any future use or disclosure of such Submissions.

15. WARRANTIES AND DISCLAIMERS

You acknowledge that Engage^TM has no control over, and no duty to take any action regarding: what effects the content on or in connection with Engage^TM Services may have on you; how you may interpret or use the content on or in connection with engagements or events you have or attend as a result of using the Engage^TM Services; or what actions you may take as a result of having been exposed to the content on or in connection with Engage^TM Services. You release Engage^TM from all liability for you having acquired or not acquired content or information through Engage^TM Services or through engagements or events you have or attend as a result of using the Engage^TM Services. Engage^TM makes no representations concerning any engagements or events arranged through Engage^TM Services, and Engage^TM will not be responsible or liable for the accuracy, legality or decency of any engagement or event content. Engage^TM makes no guarantee or warranty, express or implied, as to the reliability, accuracy, timeliness or completeness of any such information and assumes no responsibility for any errors or omissions therein.

YOU ACCESS AND USE ENGAGE^TM SERVICES AT YOUR OWN RISK. ENGAGE^TM SERVICES ARE PROVIDED ON AN 'AS IS, AS AVAILABLE' BASIS WITHOUT WARRANTY OF ANY KIND AND ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE SPECIFICALLY DISCLAIMED. NEITHER ENGAGE^TM NOR ITS AFFILIATES, EMPLOYEES, AGENTS SHALL BE LIABLE FOR ANY LOSS RESULTING FROM USE OR UNAVAILABILITY OF INFORMATION OR CONTENT ON OR IN CONNECTION WITH ENGAGE^TM SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOSS OR DAMAGE TO DATA, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, COMPENSATORY OR INCIDENTAL DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM NEGLIGENCE OR OMISSION OF ENGAGE^TM, COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO, OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. WE ARE NOT LIABLE FOR CRIMINAL, TORTUOUS, OR NEGLIGENT ACTIONS OR OMISSIONS OF THIRD PARTIES THAT AFFECT ENGAGE^TM SERVICES. IN NO EVENT WILL ENGAGE^TM OR ANY OF ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS, EMPLOYEES, ASSIGNS OR THIRD PARTY CONTENT PROVIDERS BE HELD LIABLE FOR ANY TORTUOUS OR ILLEGAL CONDUCT OF TALENT, GENERAL USERS OR OTHER USERS. IN NO EVENT WILL ENGAGE^TM OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES OR ASSIGNS BE HELD LIABLE FOR ANY DAMAGE TO EQUIPMENT, HARDWARE OR OTHER PROPERTY OF USER OR PERSONAL INJURY THAT ARISES IN CONNECTION WITH USE OF ENGAGE^TM SERVICES.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE TERMS, ENGAGE^TM DOES NOT REPRESENT OR WARRANT THAT (I) THE ENGAGE^TM SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE ENGAGE^TM SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE ENGAGE^TM SERVICES OR ANY ENGAGEMENT OR EVENT OCCASIONED THEREBY WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH ENGAGE^TM WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE ENGAGE^TM SERVICES WILL BE CORRECTED. YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE THE ENGAGE^TM SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, ENGAGE'S^TM LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

ENGAGE^TM SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE ENGAGE^TM SERVICES, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND ENGAGE^TM HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

16. INDEMNITY

You agree to indemnify, defend and hold harmless Engage^TM, its officers, managers, owners, employees, agents, designees, users, successors, assigns, service providers and suppliers from and against all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys' fees and court costs due to or arising from: (a) any violation of these Terms of Use by you; (b) the inaccurate or untruthful Content or other information provided by you to Engage^TM or that you submit, transmit or otherwise make available through the Engage^TM Service; or (c) any intentional or willful violation of any rights of another or harm you may have caused to another. Engage^TM will have sole control of the defense of any such damage or claim.

17. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT ENGAGE^TM, ITS OFFICERS, EMPLOYEES AND AGENTS WILL NOT BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF ENGAGE^TM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, "DAMAGES"), WITH RESPECT TO ENGAGE^TM SERVICES, INCLUDING, BUT NOT LIMITED TO: (A) THE USE OR INABILITY TO USE THE ENGAGE^TM SERVICES; (B) THE COST OF ANY ENGAGE^TM SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF ENGAGE^TM SERVICES; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, DATA, INFORMATION, OR CONTENT; (D) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE ENGAGE^TM SERVICES; (E) STATEMENTS OR CONDUCT OF ANY TALENT, GENERAL USER, INTERMEDIARY, OR OTHER THIRD PARTY IN CONNECTION WITH OR THROUGH ENGAGE^TM SERVICES; (F) ANY OTHER MATTER RELATING TO ENGAGE^TM SERVICES; (G) ANY BREACH OF THESE TERMS OF USE BY ENGAGE^TM OR THE FAILURE OF ENGAGE^TM TO PROVIDE THE ENGAGE^TM SERVICES UNDER THESE TERMS OF USE; OR (H) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY TALENT, GENERAL USER, INTERMEDIARY, OR OTHER THIRD PARTY (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). TO THE EXTENT ENGAGE^TM, ITS OFFICERS, EMPLOYEES AND AGENTS ARE FOUND LIABLE FOR ANY DIRECT DAMAGES RELATED TO THESE TERMS OF USE OR THE USE OF THE ENGAGE^TM SERVICES, LIABILITY FOR DAMAGES SHALL NOT EXCEED THE GREATER OF THE FEES PAID FOR THE ENGAGE^TM SERVICES OR $100 IN THE AGGREGATE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations or exclusions of liability or damages are not permitted. In such jurisdictions, some of the foregoing limitations and exclusions may not apply to you.

18. NOTICE

By use of Engage^TM Services, you consent to receive electronic communications from Engage^TM (via email, sms text, or via a posting on the Engage^TM site), and you agree that any such communications satisfy any legal requirement to make such communications in writing. You also agree that Engage^TM may communicate any notices to you under these Terms of Use, through electronic mail, sms text, regular mail or posting the notices on Engage^TM Services. All notices to Engage^TM will be provided by either sending: (i) an email to info@LetsEngage.com; or (ii) a letter, first class certified mail, to Engage^TM, 3025 E. Exposition Ave, Denver, CO 80209, Attn: Engage^TM Support. Such notices will be deemed delivered upon the earlier of the verification of delivery or two (2) business days after being sent.

19. ENTIRE AGREEMENT

These Terms of Use and other agreements, rules, and policies incorporated by reference to this Terms of Use including, without limitation, the Privacy Policy, constitutes the entire agreement between you and Engage^TM. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and Engage^TM regarding the subject matter contained in these Terms of Use. Additional terms and conditions may exist between you and third parties, including but not limited to, Talent, General users and other service providers and others. You represent and warrant that those third party agreements do not interfere with your obligations and duties to Engage^TM under these Terms of Use.

20. GOVERNING LAW

These Terms of Use and the relationship between you and Engage^TM will be governed by the laws of the State of Colorado, notwithstanding the choice of law provisions of the venue where any action is brought, where the violation occurred, where you may be located or any other jurisdiction. You agree and consent to the exclusive jurisdiction of the state or federal courts located in Denver, Colorado and waive any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that Engage^TM may elect, in its sole discretion, to litigate the action in the county or state where any breach by you occurred or where you can be found. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to your use of Engage^TM Services or these Terms of Use shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.

21. MISCELLANEOUS

If you breach any term of this Terms of Use or other agreement with Engage^TM, Engage^TM may pursue any legal or equitable remedy available, including but not limited to, direct, consequential, and punitive damages and injunctive relief. Engage's^TM remedies are cumulative and not exclusive. Failure of Engage^TM to exercise any remedy or enforce any portion of the Terms of Use at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Terms of Use at any time thereafter. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable. This Terms of Use is not assignable, transferable or sublicensable by you except with Engage's^TM prior written consent. We may transfer, assign or delegate the Terms and its rights and obligations without consent. Users of the Engage^TM Services are responsible for compliance with all applicable regulations and laws. No joint venture, partnership, employment or agency relationship exists between you and Engage^TM as a result of these Terms of Use or use of Engage^TM Services. You acknowledge and agree that each of the released parties shall be an intended third party beneficiary of these Terms of Use.

22. CONTACTING ENGAGE^TM

If you have any comments or questions regarding these Terms of Use, or wish to report any violation of these Terms of Use, please contact us at info@LetsEngage.com. We will address any issue to the best of our abilities.