Effective Date: December 21, 2023
Please read these Terms carefully! THEY INCLUDE IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, AND COVER AREAS SUCH AS WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, THE RESOLUTION OF DISPUTES BY ARBITRATION AND A CLASS ACTION WAIVER.
By using or accessing the Services or authorizing another (including an individual acting as your concierge in accordance with our Concierge Terms) to use or access the Services on your behalf, you're agreeing to these Terms (and that all actions taken by such person on your behalf are deemed to be actions taken by you). If you're using the Services for or on behalf of an organization, you're agreeing to these Terms on behalf of that organization, and you represent and warrant that you can do so. If you don't agree to all the terms in these Terms, you may not use or access the Services.
1. Guests and Merchants
Our Services can help you find and transact with restaurants, bars, wineries or other hospitality venues (each, a “Merchant”). If you are using the Services to transact with Merchants, you are a “Guest.” These Terms are solely between Tock and you, our Guest. Merchants are third parties and are not a party to these Terms. A Merchant's use of the Services is governed by a separate contract between Tock and each Merchant.
If you use the Services to act as a concierge for or on behalf of a Guest, you're agreeing to these Terms and our Concierge Terms. Your breach of the Concierge Terms is a breach of these Terms.
2. Creating Account(s)
2.1. Signing Up. To use many of the Services, you must first create an account (“Account”). You agree to provide us with accurate, complete and at all times up to date information for your Account. We may need to use this information to contact you.
2.2. Staying Safe. Please safeguard your Account and make sure others don't have access to your Account or passwords and other authentication credentials (collectively, "passwords"). You're solely responsible for any activity on your Account and for maintaining the confidentiality and security of your passwords. We're not liable for any acts or omissions by you or anyone else in connection with your Account. You must immediately notify us by email to email@example.com if you know or have any reason to suspect that your Account or passwords have been stolen, misappropriated or otherwise compromised or in case of any actual or suspected unauthorized use of your Account.
2.3. Eighteen And Older. The Services are not intended for and may not be used by anyone under the age of 18. By using the Services, you represent that you're at least 18.
3.1. Bookings. The Services enable you to make bookings with Merchants (each, a “Booking”). Bookings may consist of: (a) reserving an experience with a Merchant (each, a “Merchant Experience”); (b) placing an order for pick-up or delivery from a Merchant; (c) joining a waitlist for a Merchant Experience with a Merchant; (d) placing or paying for an order with a Merchant in person; or (e) any other kind of booking or purchase made available to you through the Services. To make a Booking with a Merchant, navigate to a Merchant-specific page on the Services (each, a “Merchant Page”), either select your requested experience, place an order or join a waitlist, and then follow instructions to complete your Booking. When you make a Booking, we will send you an email confirmation, including a unique confirmation number. You may be required by a Merchant to present your confirmation number and the credit card you used to make your Booking. If your Booking involves alcohol, you must also present a valid form of identification which shows that you are at least the minimum legal drinking age in the applicable jurisdiction, as required by applicable laws in such jurisdiction.
3.2. Merchant Pricing, Availability and Terms. Each Merchant (not Tock) is solely responsible for their Merchant Page, including, without limitation, the price, availability and other details of all Bookings listed by or on behalf of such Merchant. These details may be included on a Merchant Page and be applicable to all Bookings with a Merchant (“General Merchant Terms”) or specifically apply only to a particular Booking and be included as part of the information or explanation for such Booking (“Specific Merchant Booking Terms”). General Merchant Terms and/or Specific Merchant Booking Terms may include additional rules and restrictions related to a Merchant or a particular Booking, including: (a) details about Merchant's cancellation, refund and/or exchange policy/ies; (b) limitations on Merchant seating capacity; (c) limitations on Merchant Experience or other Booking order quantity; or (d) limitations on Merchant's ability to accommodate any dietary or other restrictions related to a Booking. Merchants may change the pricing for and availability of any Booking at any time with or without notice, including adding or removing Booking slots. Merchants may also change General Merchant Terms or Specific Merchant Booking Terms at any time. It is your responsibility to ensure that you have read the General Merchant Terms or Specific Merchant Booking Terms in effect at the time you make your Booking. Before you complete a Booking, you are responsible for reviewing the General Merchant Terms and Specific Merchant Booking Terms then in effect for such Merchant. For example, General Merchant Terms and/or Specific Merchant Booking Terms may disclose that: (i) some Bookings are final, non-refundable, non-transferable and/or non-exchangeable; and (ii) if you do not arrive at the Merchant's location on time or at all or fail to provide advance notice of cancellation of a Booking in accordance with Merchant's cancellation policy, you will be subject tod a no-show or late cancellation fee charged to the payment method used to secure such Booking. By completing a Booking, you agree to any and all General Merchant Terms or Specific Merchant Booking Terms applicable to your Booking. Tock shall have no liability whatsoever for any charges made to your debit or credit card for any failure to cancel your Booking or otherwise comply with a Merchant's General Merchant Terms or Specific Merchant Booking Terms.
3.3. Transferability of Bookings. Your Booking may be transferable. You represent and warrant that your transfer of any Booking will comply with applicable laws in your jurisdiction. If you purchase a Booking from someone other than Tock, you do so at your own risk. Tock is not responsible for forgeries or misrepresentations. Unlawful resale (or attempted unlawful resale), counterfeiting or copying of a Booking is grounds for the seizure and cancellation of such Booking and any other Booking that has been made by you, without compensation to you. In addition, Tock reserves the right to restrict or deny Booking purchasing privileges to anyone that Tock determines to be, or has been, in violation of these Terms. Because Tock does not guarantee the authenticity of Bookings purchased from anyone other than Tock (including without limitation to brokers or other Tock users), Tock recommends that you only purchase Bookings directly through Tock. Bookings may not be used for advertising, promotions, contests or sweepstakes without the prior written consent of an authorized representative of Tock and the applicable Merchant.
4.1. Merchant Responsibilities. You hereby acknowledge and understand that each Merchant (and not Tock) is solely responsible for all aspects of such Merchant's business and operations, including provision of food, beverages and other aspects of a Booking, service, environment, safety, quality and accuracy.
4.2. Merchant Compliance. You hereby acknowledge and understand that each Merchant (and not Tock) is solely responsible and liable for all marketing, selling, pricing, packaging, and provision of any products, services or other Bookings offered to Guests through the Services in compliance with all applicable laws. Tock makes no representation or warranty regarding whether a Merchant holds any applicable permit, license, registration or other credential for its business; whether representations by a Merchant are true and accurate; or whether a Merchant complies with applicable laws, and Tock is not responsible for the quality of the products or services provided by Merchants.
4.3. Release. Merchants are solely responsible for any and all damages, losses, liabilities, costs, claims, injuries, demands, fines, awards and expenses of any kind (including without limitation reasonable attorneys' fees and costs) (collectively, "Losses") suffered by you as a result of your interaction with or visit to any Merchant or from any Booking, promotion, offer, product or service of any Merchant. You must resolve all disputes directly with Merchant. To the maximum extent permitted by applicable law, you hereby release Tock, our affiliates, and our respective officers, directors, employees and agent (collectively, the “Tock Parties”) from any and all such Losses. IN CONNECTION WITH THE FOREGOING, IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” You hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the release of any unknown or unsuspected claims you may have against the Tock Parties pertaining to the subject matter of this Section 4.3. If you are a resident of the United Kingdom or European Union, this release shall not apply to any damage arising from our willful misconduct or gross negligence, nor shall it apply to damage from injury to life, body or health.
5. Paid Bookings
5.1. Paid Bookings. If you wish to make a Booking which requires payment of money to a Merchant or otherwise requires a debit or credit card to secure such Booking (each, a “Paid Booking”), you will be asked by Tock or a third party payment processor to supply payment information (“Payment Information”). You agree that all Payment Information that you provide to Tock or such third party will be accurate, current and complete. You agree to pay all Paid Booking charges incurred by you or any users of your Account and/or credit card (or other payment mechanism) at the prices in effect at the time of the purchase or as otherwise agreed by you, including any applicable Merchant Fees, Tock Fees and Taxes (as defined below). “Merchant Fees” means any and all service charges or other fees for a particular Paid Booking which are configured and will be received by the Merchant. “Tock Fees” means any and all service charges or other fees for a particular Paid Booking which will be received by Tock. Tock Fees are non-refundable. Merchant Fees and Tock Fees will be listed as separate line items during checkout. Tock accepts several possible methods of payment to enable you to make a Paid Booking. You represent and warrant that you have the legal right to use any credit card or other payment mechanism used in any Paid Booking. By submitting such Payment Information, you grant Tock the right to provide such Payment Information to a third party for the purposes of facilitating the completion of your Paid Booking. Verification of Payment Information may be required prior to the completion of any Paid Booking.
5.2. Tock as Payment Collection Agent. Payments you make to a Merchant via the Services may be submitted to Tock, and in such event, Tock will act as such Merchant's payment collection agent solely for the limited purpose of accepting and processing payments from you. The delivery of your payment to Tock (acting as the applicable Merchant's payment collection agent), shall satisfy your obligations to the Merchant. Once such a payment is received by Tock on such Merchant's behalf, such Merchant has authorized Tock to electronically credit the funds into a bank account designated by such Merchant. In the event that Tock does not remit any such amounts, such Merchant will have recourse only against Tock and not against you directly.
5.3. Marketplace Facilitator and Taxes. Tock may qualify a “marketplace facilitator” in certain jurisdictions. A marketplace facilitator is commonly defined by United States (“U.S.”) state laws as a business that contracts with third party sellers to promote the sale of physical property, digital goods and/or services owned and supplied by a third party through an online website. Where Tock is a marketplace facilitator, Tock is responsible for calculating, collecting, and remitting sales and use Taxes. Tock will charge and collect sales and use tax on taxable transactions and you are responsible for payment of such sales and use tax if charged. . All fees for Paid Bookings (including any applicable Merchant Fees and Tock Fees) are exclusive of applicable national, provincial, state, local or other taxes (“Taxes”), unless explicitly stated otherwise.
7. Third Party Services and Merchant Pages
7.1. Third Party Services. The Services (including Merchant Pages) may link to or be integrated with various third party websites, services or applications (collectively, “Third Party Services”) that may make their content, products or services available to you. Merchant Pages often include links to Third Party Services related to that specific Merchant. Examples of Third Party Services include articles about a Merchant, a Merchant's website, articles about the hospitality industry, and payment processors. If you click on a link to a Third Party Service, you may leave the Services and go to the Third Party Service you selected. These Third Party Services may have their own terms and policies, and your use of them will be governed by those terms and policies. We don't control Third Party Services, and we're not liable for Third Party Services, for any transaction you may enter into with them, or for what they do.
7.2. Content. The Services (including Merchant Pages) may contain content, including without limitation text, photos, images, music, audio, videos, logos and associated materials (“Content”) of a Merchant (“Merchant Content”) and/or potential Merchant Experiences: (a) which are offensive or objectionable; (b) which contain errors; or (c) the downloading, copying or use of which is subject to additional terms and policies of third parties or is protected by intellectual property, trade secret, privacy or other laws. Tock is not responsible for any Merchant Content or Merchant Experiences.
7.3. No Endorsement. Descriptions or images of, or references to, Third Party Services or Merchant Experiences from the Services do not imply Tock's endorsement thereof. Tock does not provide, endorse or guarantee any Third Party Service or Merchant Experience. Merchants are third parties and Tock is not affiliated with any Merchant nor is Tock responsible for Merchant Content or Merchant Experiences. By operating the Services, we don't represent or imply that we endorse Merchant Content or Merchant Experiences, or that we believe such Merchant Content or Merchant Experiences (nor any descriptions or images thereof, or references thereto) to be accurate, complete, reliable, current, lawful or non-harmful. We're not a publisher of, and we're not liable for, any Merchant Content uploaded, posted, published or otherwise made available on a Merchant Page.
8. Intellectual Property & Services Restrictions
8.1. Use of the Services. We grant you permission to use the Services solely as set forth in these Terms. Without the prior written consent of a duly authorized representative of Tock, you agree not to: (a) copy or distribute any part of the Services in any medium; (ii) alter or modify any part of the Services other than as may be reasonably necessary to use the Services for their intended purpose; or (c) dissemble, decompile or reverse engineer any part of the Services.
8.2. Ownership of the Services. Except for Merchant Content, the Services are owned by Tock, and are protected by copyright, trade secret, trademark and other U.S. and foreign laws. These Terms don't grant you any right, title or interest in the Services, Merchant Content, Tock trademarks, logos or other Content, brand features or intellectual property or trade secrets. You agree not to change, modify, translate or otherwise create derivative works of the Services or any Content thereon (including Merchant Content).
8.3. User Content. The Services may permit you to submit, transmit, post or otherwise provide content, including, but not limited to, reviews, comments, ratings, photos, images, videos, sounds, text, data, links and location information (“User Content”). Any such User Content must not: (a) be illegal, threatening, obscene, racist, defamatory, libelous, pornographic, infringing of intellectual property rights, promoting of illegal activity or harm to groups and/or individuals, invasive of a third party's publicity or privacy rights, purposely false or otherwise injurious to third parties, or objectionable; or (b) consist of or contain software, computer viruses, commercial solicitation, political campaigning, chain letters, mass mailings, any form of “spam” or references to illegal activity, malpractice, purposeful overcharging, false advertising, or health code violations (e.g., foreign objects in food, food poisoning, etc.). Your User Content should be unbiased and objective. You may not submit reviews, comments or ratings for which you are being compensated in any manner, or for your own restaurant or any restaurant of your employer, friend, relative or a competitor. You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of User Content. The name or handle you choose to provide to Tock may be displayed publicly with such User Content. Tock reserves the right (but has no obligation) to monitor, remove, or edit User Content in Tock's sole discretion, including if User Content violates these Terms, but you acknowledge that Tock may not regularly review submitted User Content. If you do submit User Content, and unless we indicate otherwise, you grant Tock a nonexclusive, perpetual, royalty-free, irrevocable, and fully sublicensable (through multiple tiers, including to restaurants, partners and other third party websites and feeds) right to use, modify, reproduce, adapt, translate, publish, create derivative works from, distribute, display, and otherwise exploit such User Content throughout the world in any media, and, where applicable, you hereby waive any privacy or publicity rights or any similar rights in an individual's name or likeness in addition to any moral or other rights you may have in the User Content you submit, in favor of Tock. You represent that you own, or have the necessary permissions to use and authorize the use of User Content as described herein. Tock takes no responsibility and assumes no liability for any User Content submitted by you or any other User or third party, nor do we guarantee any confidentiality with respect to User Content.
8.4 Do Not Crawl the Services. Robots, spiders, scripts, scrapers, crawlers, and all similar technologies are strictly prohibited. You agree not to use or provide software (except for general purpose web browsers and email clients, or software expressly licensed by Tock) or services that circumvent, interact, or interoperate with our Services in ways that are prohibited by these Terms. The use by you, or anyone authorized by you, of machines, computers, scripts or any automated system on the Site is strictly prohibited and may result in criminal liability under the Computer Fraud and Abuse Act, Section 1030 of the U.S. Code and/or under applicable laws in other jurisdictions.
8.5 Feedback. We welcome your feedback, ideas or suggestions (collectively, “Feedback”), but you agree that we may use your Feedback without any restriction or obligation to you, even after these Terms are terminated. This Section does not limit or affect any rights you may have under applicable data protection laws.
8.6 Other Services Restrictions. You agree not to: (a) use the Services for any unauthorized purpose including collecting or harvesting any information about Tock or our Merchants or Guests, by electronic or other means, for any purpose, including without limitation to send unsolicited email or other electronic communications or engage in unauthorized framing of, or linking to, the Services without our express written consent; (b) use the Services in a way which attempts to: (i) impersonate any other person or entity; (ii) sell or let others use your profile or password; (iii) provide false or misleading identification or similar information; or (iv) invade the privacy or violate the personal or proprietary right of any person or entity; or (c) use the Services in a way which might inhibit other Guests from using or enjoying the Services or making a Booking. Furthermore, you represent and warrant that your use of the Services is in compliance with applicable laws, including without limitation applicable export or import controls and regulations and sanctions.
9. Important Things We Can Do. We reserve these rights, which we may exercise at any time and in our sole discretion, and without liability or notice to you (except where prohibited by applicable law): (a) we may change parts or all of the Services and their functionality; (b) we may suspend or discontinue parts or all of the Services; (c) we may terminate, suspend, restrict or disable your access to or use of parts or all of the Services; (d) we may terminate, suspend, restrict or disable access to your Accounts or parts or all of your Bookings; (e) we may honor or impose conditions on the honoring of any coupon, coupon code, promotional code or other similar promotions; (f) we may bar any Account from making any or certain Bookings; (g) we may refuse to provide any Account from making a particular Booking; and (h) we may change our eligibility criteria to use the Services (and if such eligibility criteria changes are prohibited by law where you reside, we may revoke your right to use the Services in that jurisdiction).
10. Term and Termination. This Agreement will remain in effect until terminated by either you or us, and you agree that Tock shall not be liable to you or any third party for any such termination. You may terminate this Agreement at any time via the Services. We reserve the right to change, suspend or discontinue, or terminate, restrict or disable your use of or access to, parts or all of the Services or their functionality at any time at our sole discretion and without notice. For example, we may suspend or terminate your use of part or all of the Services if you violate these Terms. We will endeavor to provide you reasonable notice upon suspending or terminating part or all of the Services. We also reserve the right to remove any Merchants from the Services at any time at our sole discretion. In the unlikely event of any such removal, we may need to cancel any Bookings you made with such Merchants. We will notify you of any such cancellations. All sections of this Agreement that by their nature should survive termination shall survive termination, including without limitation the following sections in these Terms and any similar sections or provisions in the rest of this Agreement: Bookings, Merchants, Paid Bookings, Release, Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution and Additional Terms.
11. Disclaimers. To the fullest extent permitted by applicable law, Tock makes no warranties, either express or implied, about the Services, any Merchant Content or User Content thereon or any Merchant. The Services and all Merchant Content or User Content thereon are provided “as is” and “as available.” Tock also disclaims any warranties of merchantability, fitness for a particular purpose and non-infringement. No advice or information, whether oral or written, obtained by you from Tock, shall create any warranty. Tock makes no warranty or representation: (a) about the accuracy or completeness of the Services or any Merchant Content or User Content thereon; or (b) that the Services or any Merchant Content or User Content thereon will: (i) be timely, uninterrupted or error-free; (ii) meet your requirements or expectations; or (iii) be free from viruses or other harmful components.
12. Limitation of Liability. You acknowledge and agree that to the fullest extent permitted by applicable law, in no event will the Tock Parties be liable with respect to any claims arising out of or related to the Services or this Agreement for: (a) any indirect, special, incidental, exemplary, punitive or consequential damages; (b) any loss of profits, revenue, data, goodwill or other intangible losses; (c) any Losses (as defined below) related to your access to, use of or inability to access or use parts, some or all of your Account, your Bookings or parts or all of the Services, including without limitation interruption of use or cessation or modification of any aspect of the Services; (d) any Losses related to unavailability, degradation, loss, corruption, theft, unauthorized access or, unauthorized alteration of, any content, information or data; (e) any Merchant Content or other conduct or content of any user or third party using the Services, including without limitation defamatory, offensive or unlawful conduct or content; or (f) any Third Party Services or third party sites accessed via the Services. These limitations apply to any theory of liability, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, whether or not Tock has been informed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed its essential purpose. To the fullest extent permitted by applicable law, in no event shall the aggregate liability of Tock for all claims arising out of or related to the Services and this Agreement exceed the greater of twenty dollars ($20) or the amounts paid by you to Tock, whether directly, or acting as payment collection agent on behalf of one or more Merchants, in the three (3) months immediately preceding the event that gave rise to such claim.
13. Indemnification. To the fullest extent permitted by law, you agree to indemnify and hold harmless Tock and its affiliates and its and their directors, officers, employees and agents from and against all Losses arising out of or related to: (a) your violation of these Terms; (b) your use and access of the Services or any Content thereon; or (c) your violation of any law or regulation or the rights or good name of any third party. Tock shall have the right, but not the obligation, to participate in the defense of such actions with the counsel of its choosing. Your indemnification obligations under this Section shall not apply to the extent directly caused by our breach of this Agreement.
14. Dispute Resolution
14.1. Informal Resolution. Before filing a claim against Tock, you agree to try to resolve the dispute by first emailing firstname.lastname@example.org with a description of your claim and proof of your relationship with Tock. We'll try to resolve the dispute informally by following up via email, phone or other methods. If we can't resolve the dispute within sixty (60) days of our receipt of your first email, you or Tock may then bring a formal proceeding.
14.2. Arbitration Agreement.
14.2.1. Unless you opt-out during the Opt-Out Period in accordance with Section 14.3, you and Tock agree to resolve any claims, disputes and matters arising out of or in connection with these Terms (including without limitation its existence, formation, operation and termination) and/or the Services (including without limitation non-contractual disputes and matters) through final and binding arbitration and you and Tock expressly waive the right to formal court proceedings ( including without limitation trial by jury), except as set forth in this Section. Discovery and rights to appeal in arbitration are generally more limited than in a lawsuit, and other rights that you and we would have in court may not be available in arbitration. There is no judge or jury in arbitration, only an experienced, independent third party that will act as the arbitrator, and court review of an arbitration award is limited.
14.2.2. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator further has the right to impose sanctions, in accordance with the NAM Rules (as defined below), including for: (a) any frivolous claims or submissions the arbitrator determines have not been filed in good faith; or (b) a party's failure to comply with this Section 14. For avoidance of doubt, the right to impose sanctions includes the right to shift arbitration fees if permitted by the NAM Rules.
14.2.3. Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party's identity, the claims being asserted and the factual allegations on which those claims are based, and must include proof that the claimant is party to these Terms. The arbitrator may require amendment of any demand or counterclaim that does not satisfy these requirements. The arbitrator has the right to impose sanctions for any claims the arbitrator determines to be frivolous or improper (under the standard set forth in Federal Rule of Civil Procedure 11 and any similar standards in other jurisdictions), including for any claim filed on behalf of a claimant who is not a party to these Terms.
14.3. Arbitration Opt-Out. You can decline this agreement to arbitrate by emailing us at email@example.com within thirty (30) days of the date that you first agree to these Terms (“Opt-Out Period”). Your email must be sent from the email address you use for your Account, and must include your full name, residential address and a clear statement that you want to opt out of arbitration. If you opt out of arbitration pursuant to this Section 14.3, then Sections 14.2, 14.4, 14.5 and 14.6 of these Terms do not apply to you. This opt-out doesn't affect any other sections of the Terms, including without limitation Sections 14.8 (Time for Filing), 14.9 (No Class Actions) and 15 (Controlling Law; Judicial Forum for Disputes). If you have any questions about this process, please contact firstname.lastname@example.org.
14.4. Arbitration Time For Filing. Any arbitration must be commenced by filing a demand for arbitration within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one (1) year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
14.5. Arbitration Procedures. The arbitration will be administered by National Arbitration and Mediation (“NAM”) and resolved before a single arbitrator. If NAM is not available to arbitrate, you and Tock will mutually agree on an alternative arbitration provider. Except as modified by this Section 14, NAM will administer the arbitration in accordance with its dispute resolution rules and procedures in effect at the time any demand for arbitration is filed (the “NAM Rules”), including without limitation NAM's Comprehensive Dispute Resolution Rules and Procedures, the Mass Filing Dispute Resolution Rules and Procedures and any other rules and procedures relating to mass arbitration filings, but excluding any rules or procedures governing or permitting class or representative actions. The NAM Rules are available at www.namadr.com or by emailing National Arbitration and Mediation's Commercial Dept at email@example.com. Each party is responsible for its own attorneys' fees, except to the extent otherwise provided by the NAM Rules, the arbitrator and/or applicable law. The arbitrator must follow these Terms and can award the same damages and relief as a court (including without limitation reasonable attorneys' fees and costs), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. The “arbitrator” as used in this Section 14 shall be understood to include NAM. You and Tock agree that: (a) these Terms affect interstate commerce, so the US Federal Arbitration Act (“FAA”) and federal arbitration law apply and govern the interpretation and enforcement of this Section 14 (despite Section 15 below); and (b) any arbitration hearings shall occur at a location to be agreed upon in New York, New York, be administered by NAM in English, and shall be settled by one (1) commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of NAM arbitrators in accordance with the NAM Rules.
14.5.1. No Class or Consolidated Arbitration Absent Written Consent. Except to the extent Tock in our sole discretion consents in writing, Tock does not agree or consent under any circumstances to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims.
14.5.2. Severability of Claims. If there is a final judicial determination that precludes enforcement of this Section 14's limitations as to a particular claim, remedy, or request for relief, then such claim, remedy, or relief (and only such claim, remedy, or relief) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of any remaining claims, remedies, or relief not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies. This Section 14.5.2 does not prevent you or Tock from participating in a class-wide settlement of claims.
14.6. Arbitration Fees. The NAM Rules will govern payment of all arbitration fees. We won't seek our attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. You and Tock agree that NAM has discretion where it deems appropriate to reduce the amount or modify the timing of any administrative or arbitration fees due under the applicable NAM Rules, provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. You and Tock also agree that a good faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Section 14 while such challenge remains pending before an arbitrator and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.
14.7. Exceptions To Arbitration Agreement. Notwithstanding anything in these Terms, either you or Tock may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement or misappropriation (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute resolution process described above. Either you or Tock may assert claims, if they qualify, in small claims court in New York,New York or any US county where you reside or work.
14.8. Time For Filing. Any claim not subject to arbitration must be commenced within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one (1) year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
14.9. NO CLASS ACTIONS. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, collective, consolidated or representative action. Class actions, class arbitrations, collective actions, private attorney general actions and consolidation with other arbitrations aren't allowed, except to the extent Tock in our sole discretion consents in writing pursuant to Section 14.5.1.
15. Controlling Law; Judicial Forum for Disputes. These Terms (including their existence, formation, operation and termination) and the Services as well as all disputes and matters arising out of or in connection with these Terms and the Services (including non-contractual disputes and matters) shall be governed in all respects by the laws of the State of New York, without regard to its conflict of law provisions, except that the FAA shall prevail to the extent that there exists any conflict between the FAA and the laws of the State of New York with respect to Section 14. If Section 14 is found not to apply to you or your claim, or if you opt out of arbitration pursuant to Section 14.3, you and Tock agree that any judicial proceeding (other than small claims actions) arising out of or in connection with these Terms (including its existence, formation, operation and termination) and/or the Services (including non-contractual disputes and matters) must be brought exclusively in the federal or state courts of New York County, New York and you and Tock consent to venue and personal jurisdiction in such courts.
16. Additional Terms
16.1. Our Mobile Apps. You acknowledge that these Terms are a binding legal contract between you and Tock only, and not with a mobile app store company such as Apple Inc. or Google LLC, and that Tock and not such app store company, is solely responsible for the Services and the content and support thereof.
16.2. Electronic Communications. Tock will communicate with you by electronic means, including without limitation via email, text or push notification. You hereby agree that all notices, disclosures, agreements and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
16.3. Entire Agreement. These Terms constitute the entire agreement between you and Tock regarding the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. You agree that you have not relied upon, and have no remedies in respect of, any term, condition, statement, warranty or representation except those expressly set out in these Terms. You also may be subject to additional terms, policies or agreements that may apply when you use other services, including Third Party Services. These Terms create no third party beneficiary rights, and no third party shall have any right or standing to claim benefit or bring an action to enforce these Terms (except as expressly contemplated herein or otherwise agreed upon in additional terms between you and a Tock affiliate that sets forth such Tock affiliate's third party beneficiary rights to enforce these Terms). writing.
16.4. Waiver, Severability And Assignment. Our failure or delay to enforce any provision of these Terms is not a waiver of our right to do so later. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not delegate, transfer or assign these Terms or any of your rights or obligations hereunder without our prior written consent, and any such attempt will be of no effect. We may delegate, transfer or assign these Terms or some or all of our rights and obligations hereunder, in our sole discretion, to any of our affiliates or subsidiaries or to any purchaser of any of our business or assets associated with the Services, with thirty (30) days prior written notice.
16.5. Modifications. We may modify these Terms from time to time, and will post the most current version on our site. If a modification meaningfully reduces your rights, we'll notify you (by, for example, sending you an email or displaying a prominent notice within the Services). The notice will designate a reasonable period after which the new terms will take effect. Modifications will not apply retroactively. By continuing to use or access the Services after any modifications come into effect, you agree to be bound by the modified Agreement and price changes. If you disagree with our changes, then you must stop using the Services and cancel all Bookings.
16.6. Events Beyond Our Control. We are not in breach of these Terms or liable to you if there is any total or partial failure of performance of the Services resulting from any act, circumstance, event or matter beyond our reasonable control. This may include where such results from any act of God, fire, act of government or state or regulation, war, civil commotion, terrorism, pandemic, insurrection, inability to communicate with third parties for whatever reason, failure of any computer dealing or necessary system, failure or delay in transmission of communications, failure of any internet service provider, strike, industrial action or lock-out or any other reason beyond our reasonable control.
16.7. Translation. These Terms were originally written in English. We may translate these Terms into other languages. In the event of a conflict between a translated version and the English version, the English version will control except where prohibited by applicable law.