Please read these Terms of Service carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Paxxie Platform, you agree to comply with and be bound by these Terms of Service, our Privacy Policy and any conditions and policies referenced on the Paxxie Platform.

Please note: Section 19 of these Terms of Service contains an arbitration clause and class action waiver that applies to all Paxxie Members. If you reside in the United States, this provision applies to all disputes with Paxxie. If you reside outside of the United States, this provision applies to any action you bring against Paxxie in the United States. It affects how disputes with Paxxie are resolved. By accepting these Terms of Service, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.

Thank you for using Paxxie!

These Terms of Service ("Terms") constitute a legally binding agreement ("Agreement") between you and Paxxie (as defined below) governing your access to and use of the Paxxie website, including any subdomains thereof, and any other websites through which Paxxie makes the Paxxie Services available (collectively, "Site"), our mobile, tablet and other smart device applications, and application program interfaces (collectively, "Application") and all associated services (collectively, "Paxxie Services"). The Site, Application and Paxxie Services together are hereinafter collectively referred to as the “Paxxie Platform”.

When these Terms mention “Paxxie,” “we,” “us,” or “our,” they refer to Paxxie, Inc., 15170 Goldenwest Circle Westminster, CA 92683, United States.

Our collection and use of personal information in connection with your access to and use of the Paxxie Platform is described in our Privacy Policy.

Any and all payment processing services offered through or in connection with your use of the Paxxie Platform ("Payment Services") are provided to you by one or more third party payment service providers (individually and collectively, as appropriate, "Third-Party Payment Processors"). For more information on how we process payments, see section 12 “Payment Processing Services.”

Talents alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their Listings and Talent Services.

1. scope of paxxie services

1.1 The Paxxie Platform is an online marketplace that enables registered users (“Members”) to offer  and to request certain services. Members who offer services are “Talents” and the services they offer are “Talent Services.” Members who book Talent Services are “Clients.” Talent may publish Talent Services on the Paxxie Platform (“Listings”) and to communicate and transact directly with Clients. Talent Services may include the offering of photography and videography services.

1.2 The Paxxie Platform is an administrative platform only. Paxxie simply facilitates the communication and transaction between Members, but is not a party to any agreement between Talents and Clients, or between any Member and any Third Party Service Provider. Paxxie has no control over the conduct of, or any information provided by its Members, and Paxxie hereby disclaims all liability in this regard to the fullest extent permitted by applicable law.

1.3 As the provider of the Paxxie Platform, Paxxie does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Listings or Talent Services. Talents alone are responsible for their Listings and Talent Services. When Members make or accept a booking, they are entering into a contract directly with each other. Paxxie is not and does not become a party to or other participant in any contractual relationship between Members, nor is Paxxie an insurer. Paxxie is not acting as an agent in any capacity for any Member.

1.4 While we may help facilitate the resolution of disputes, Paxxie has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Listings or Talent Services, (ii) the truth or accuracy of any Listing descriptions, Ratings, Reviews, or other Member Content (as defined below), or (iii) the performance or conduct of any Member or third party. Paxxie does not endorse any Member, Listing or Talent Services. Any references to a Member being "verified" (or similar language) only indicate that the Member has completed a relevant verification or identification process and nothing else. Any such reference is not an endorsement, certification or guarantee by Paxxie about any Member, including of the Member's identity or background or whether the Member is trustworthy, safe or suitable. You should always exercise due diligence and care when deciding whether to participate in Talent Services, accept a booking request from a Client, or communicate and interact with other Members, whether online or in person. An images listed as verified images are intended only to indicate a photographic representation of a Talent Service at the time the photograph was taken, and are therefore not an endorsement by Paxxie of any Talent or Listing.

1.5 If you choose to use the Paxxie Platform as a Talent or Co-Talent (as defined below), your relationship with Paxxie is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Paxxie for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Paxxie.

1.6 To promote the Paxxie Platform and to increase the exposure of Listings to potential Clients, Listings and other Member Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements.

1.7 The Paxxie Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Paxxie is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Paxxie of such Third-Party Services.

1.8 Due to the nature of the Internet, Paxxie cannot guarantee the continuous and uninterrupted availability and accessibility of the Paxxie Platform. Paxxie may restrict the availability of the Paxxie Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Paxxie Platform. Paxxie may improve, enhance and modify the Paxxie Platform and introduce new Paxxie Services from time to time.

2. eligibility, using the paxxie platform, member verification

2.1 You must be at least 18 years old and able to enter into legally binding contracts to access and use the Paxxie Platform or register a Paxxie Account. By accessing or using the Paxxie Platform you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.

2.2 Paxxie may, within its sole discretion, make the access to and use of the Paxxie Platform, or certain areas or features of the Paxxie Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or booking and cancellation history.

2.3 User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may at our own will, but have no obligation to (i) ask Members to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Members, (ii) screen Members against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a Member, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available).

2.4 The access to or use of certain areas and features of the Paxxie Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Paxxie Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise.

2.5 If you access or download the Application from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement. Some areas of the Paxxie Platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.

3. modification of these terms

Paxxie reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Paxxie Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access or use of the Paxxie Platform will constitute acceptance of the revised Terms.

4. account registration

4.1 You must register an account ("Paxxie Account") to access and use certain features of the Paxxie Platform, such as publishing or booking a Listing. If you are registering a Paxxie Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity, you will be in attendance during all bookings, and you grant us all permissions and licenses provided in these Terms.

4.2 You can register a Paxxie Account using an email address and creating a password, or through your account with certain third-party social networking services, such as Facebook ("SNS Account").

4.3 You must provide accurate, current and complete information during the registration process and keep your Paxxie Account and public Paxxie Account profile page information up-to-date at all times.

4.4 You may not register more than one (1) Paxxie Account unless Paxxie expressly authorizes you to do so. You may not assign or otherwise transfer your Paxxie Account to another party.

4.5 You are responsible for maintaining the confidentiality and security of your Paxxie Account credentials and may not disclose your credentials to any third party. You must immediately notify Paxxie if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Paxxie Account. You are liable for any and all activities conducted through your Paxxie Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).

4.6 Paxxie may enable features that allow you to authorize other Members or certain third parties to take certain actions that affect your Paxxie Account. For example, we may allow Members associated with a company or other legal entity to book for other Members, or we may allow Talents to add other Members as Co-Talents (as defined below) to help manage their Listings. These features do not require that you share your credentials with any other person. No third party is authorized by Paxxie to ask for your credentials, and you shall not request the credentials of another Member.

5. content

5.1 Paxxie may, at its sole discretion, enable Members to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Paxxie Platform ("Member Content"); and (ii) access and view Member Content and any content that Paxxie itself makes available on or through the Paxxie Platform, including proprietary Paxxie content and any content licensed or authorized for use by or through Paxxie from a third party ("Paxxie Content" and together with Member Content, "Collective Content").

5.2 The Paxxie Platform, Paxxie Content, and Member Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the Paxxie Platform and Paxxie Content, including all associated intellectual property rights, are the exclusive property of Paxxie and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Paxxie Platform, Paxxie Content or Member Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Paxxie used on or in connection with the Paxxie Platform and Paxxie Content are trademarks or registered trademarks of Paxxie in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Paxxie Platform, Paxxie Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.

5.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Paxxie Platform or Collective Content, except to the extent you are the legal owner of certain Member Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Paxxie or its licensors, except for the licenses and rights expressly granted in these Terms.

5.4 Members hereby grant Paxxie a perpetual, non-exclusive, royalty-free, transferable, sub-licensable, worldwide, irrevocable license to: use, publicly display, publicly perform, copy, upload, store, reproduce, modify, create derivative works, and distribute any Member Content on or in connection with the Paxxie Platform and in any related marketing and promotional activities, in any medium, now known or hereafter developed. However, Members continue to hold all ownership interest in their Member Content.

5.5 Members also represent and warrant that (1) Members own all right, title and interest in and to, or otherwise have all necessary rights and consents to fully exploit such Member Content and (2) the Member Content and Paxxie’s use of the Member Content will not infringe upon any third party’s intellectual property rights, proprietary rights, privacy rights, confidentiality, rights of publicity or otherwise violate the Terms or applicable law.

5.6 Members will be given the option to share Member Content, through the Paxxie Platform, to various social media platforms. Once Member Content has been shared on social media, Paxxie cannot control who may view or access the Member Content.

5.7 Subject to your compliance with these Terms, Paxxie grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the Paxxie Platform and accessible to you, solely for your personal and non-commercial use.

5.8 Upon completion of any Booking and upon Paxxie’s receipt of full payment by the Client, Talent agrees to and does hereby provide the Client with a worldwide, exclusive, royalty-free, irrevocable, perpetual license to use the Client Content (Content created by Talents as a result of a Booking) created from a particular Booking in all media now known or hereinafter developed. Once a Booking has been completed, the Talent will be responsible for transferring the Client Content to the Client. Upon full receipt of all applicable Talent Fees and successful transfer of the Client Content to the Client, Paxxie will transfer payment for the Talent Services to the Talent.   

5.9 Paxxie respects copyright law and expects its Members to do the same. If you believe that any content on the Paxxie Platform infringes copyrights you own, please notify us at info@paxxie.com.

6. service fees

6.1 Paxxie may charge fees to Talents ("Talent Fees") and/or Clients ("Client Fees") (collectively, "Service Fees") in consideration for the use of the Paxxie Platform.

6.2 Any applicable Service Fees (including any applicable Taxes) will be displayed to a Talent or Client prior to publishing or booking. Paxxie reserves the right to change the Service Fees at any time, and we will provide Members adequate notice of any fee changes before they become effective.

6.3 You are responsible for paying any Service Fees that you owe to Paxxie. The applicable Service Fees are due and payable and collected by Paxxie Inc. Except as otherwise provided on the Paxxie Platform, Service Fees are non-refundable.

7. terms specific for talents

7.1 Terms applicable to all Listings

7.1.1 When creating a Listing through the Paxxie Platform you must (i) provide complete and accurate information about your Talent Service (such as equipment, delivery time, location, and calendar availability), (ii) disclose any deficiencies, restrictions and requirements that apply and (iii) provide any other pertinent information requested by Paxxie. You are responsible for keeping your Listing information (including calendar availability) up-to-date at all times.

7.1.2 You are solely responsible for setting a price (including any Taxes if applicable) for your Listing (“Listing Fee”). Once a Client requests a booking of your Listing, you may not request that the Client pays a higher price than in the booking request.

7.1.3 Any terms and conditions included in your Listing, in particular in relation to cancellations, must not conflict with these Terms. If this occurs, these Terms will control.

7.1.4 Pictures, animations or videos (collectively, "Images") used in your Listings must accurately reflect the quality and condition of your Talent Services. Paxxie reserves the right to require that Listings have a minimum number of Images of a certain format, size and resolution.

7.1.5 The placement and ranking of Listings in search results on the Paxxie Platform may vary and depend on a variety of factors, such as Client search parameters and preferences, Talent requirements, price and calendar availability, number and quality of Images, customer service and cancellation history, Reviews and Ratings, type of Talent Service, and/or ease of booking.

7.1.6 When you accept or have pre-approved a booking request by a Client, you are entering into a legally binding agreement with the Client and are required to provide your Talent Service(s) to the Client as described in your Listing when the booking request is made. You also agree to pay the applicable Talent Fee and any applicable Taxes, which will be collected.

7.1.7 Paxxie recommends that Talents obtain appropriate insurance for their Talent Services. Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Clients (and the individuals the Client has booked for, if applicable) during your Talent Service.

7.1.8 Talents are solely responsible for securing any required permits, at their expense, for the use of an event space or location during a booking.

7.2 Listing Talent Services

7.2.1 You may only list one Listing.

7.2.2 You represent and warrant that any Listing you post and the booking of, will (i) not breach any agreements you have entered into with any third parties, and (ii) comply with all applicable laws, Tax requirements, and other rules and regulations (including having all required permits, licenses and registrations). As a Talent, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who work with you, excluding the Client (and the individuals the Client invites, if applicable).

7.2.3 To list a Talent Service, you must create a Listing and submit a Talent Service to Paxxie. To be considered for publishing on the Paxxie Platform, Talent Services must at all times meet the quality standards and meet Client demand. Paxxie reserves the right to decide, in its sole discretion, if a submitted Talent Service will be published on the Paxxie Platform.

7.2.4 When listing a Talent Service you must, where applicable, fully educate and inform Clients about (i) any risks inherent to the Talent Service, (ii) any requirements for participation, such as the minimum age, related skills, level of fitness or other requirements, and (iii) anything else they may need to know to safely participate in the Talent Service (including dress codes, equipment, special certifications or licenses, etc.).

7.2.5 You represent and warrant that you (i) understand and comply with all laws, rules and regulations that may apply to your Talent Service(s), and (ii) will obtain any required licenses, permits, or registrations prior to providing your Talent Service(s).

7.2.6 The Talent responsible for a Listing must be present at all bookings associated with that Listing. If a Member is a Company or other legal entity, the individual responsible for the Paxxie Account must be in attendance at all bookings. A Member shall not schedule a booking for a Talent who is not associated with the Member’s Paxxie Account without Paxxie’s prior written approval.

8. terms specific for clients

8.1 Terms applicable to all bookings

8.1.1 Subject to meeting any requirements (such as completing any verification processes) set by the Talent, you can book a Listing available on the Paxxie Platform by following the respective booking process. All applicable fees, including the Listing Fee, Security Deposit (if applicable), Client Fee and any applicable Taxes (collectively, “Total Fees”) will be presented to you prior to booking a Listing. You agree to pay the Total Fees for any booking requested in connection with your Paxxie Account.

8.1.2 Upon receipt of a booking confirmation from Paxxie, a legally binding agreement is formed between you and your Talent, subject to any additional terms and conditions of the Talent that apply, including in particular the applicable cancellation policy and any rules and restrictions specified in the Listing. Paxxie Inc., through Third-Party Payment Processors, will collect the Total Fees at the time of the booking request or upon the Talent’s confirmation.

8.1.3 If you book a Talent Service on behalf of additional Clients, you are required to ensure that every additional Client meets any requirements set by the Talent, and is made aware of and agrees to these Terms and any terms and conditions, rules and restrictions set by the Talent. If you are booking for an additional Client who is a minor, you represent and warrant that you are legally authorized to act on behalf of the minor. Minors may only participate in a Talent Service if booked by a parent or legal guardian. Under these terms a minor includes anyone under 18.

8.2 Booking Talent Services

8.2.1 You agree to end the Booking no later than the end time that you specified in the Booking or such other time as is mutually agreed upon between you and the Talent.

8.2.2 You should carefully review the description of Talent Service you intend to book to ensure you (and any additional Clients you are booking for) meet any requirements which the Talent has specified in their Listing. You are required to inform the Talent of any medical or physical conditions, or other circumstances that may impact your and any additional Client’s ability to safely participate in any Talent Service. In addition, certain laws, like the minimum legal drinking age in the location of Talent Service, may also apply. You are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to your participation in a Talent Service.

8.2.3 Before and during a Talent Service you must at all times adhere to the Talents’ instructions.

8.2.4 YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PAXXIE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

PAXXIE MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

 

9. booking modifications, cancellations and refunds

9.1 Talents and Clients are responsible for any modifications to a booking that they make via the Paxxie Platform or direct Paxxie customer service to make ("Booking Modifications"), and agree to pay any additional Listing Fees, Talent Fees or Client Fees and/or Taxes associated with such Booking Modifications.

9.2 Clients can cancel a confirmed booking at any time. If you cancel at least 72 hours before the start of a Booking you will receive a refund minus a service fee. No refunds will be issued for cancelations within 72 hours of the start of a Booking.

9.3 If a Talent cancels a confirmed booking, the Client will receive a full refund of the Total Fees for such booking and Paxxie may publish an automated review on the Listing cancelled by the Talent indicating that a booking was cancelled. In addition, Paxxie may (i) keep the calendar for the Listing unavailable or blocked for the dates of the cancelled booking, and/or (ii) impose a cancellation fee.

9.4 For Talent Services, if inclement weather creates an unsafe or uncomfortable scenario for Clients, Talents may modify or cancel a Talent Service. If there is a substantial change in the itinerary or the Talent Service needs to be cancelled, Paxxie will work with the Talent to provide Clients an alternative date for the Talent Service, an appropriate refund or a rebooking.

9.5 In certain circumstances, Paxxie may decide, in its sole discretion, that it is necessary to cancel a confirmed booking and make appropriate refund and payout decisions. This may be for reasons set forth (i) where Paxxie believes in good faith, while taking the legitimate interests of both parties into account, this is necessary to avoid significant harm to Paxxie, other Members, third parties or property, or (ii) for any of the reasons set out in these Terms.

10. ratings & reviews

10.1 Within a certain timeframe after completing a booking, Clients and Talents can leave a public review (“Review”) and submit a star rating (“Rating”) about each other. Any Ratings or Reviews reflect the opinion of individual Members and do not reflect the opinion of Paxxie. Ratings and Reviews are not verified by Paxxie for accuracy and may be incorrect or misleading.

10.2 Ratings and Reviews by Clients and Talents must be fair, truthful and factual and may not contain any offensive or defamatory language.

10.3 Members are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party write a positive or negative Review about another Member.

11. damages and disputes between members

11.1 As a Client, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you invite to, or otherwise provide access to, the Booking, excluding the Talent (and the individuals the Talent invites, if applicable).

11.2 You agree that you are solely responsible for your interactions with any other user in connection with the Service and Paxxie will have no liability or responsibility with respect thereto.  Paxxie reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

12. Payment Processing Services

Payment Services are provided to Clients by Stripe, Inc. (“Stripe”) and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Services (collectively, the “Stripe Services Agreement”). Clients agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time.

Talents will receive payments through Venmo, which is a service provided by PayPal, Inc. These payments are subject to the Paypal, Inc’s User Agreement and the Venmo Cardholder Agreement. Clients agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time

As a condition to using these Payment Services, Members agree to provide us with accurate and complete information about themselves and also authorize us to share any such information with these Third Party Payment Processors, as well as transaction information related to the use of the payment processing services provided by the Third Party Payment Processors. We reserve the right, within our sole discretion, to terminate a Client’s account for failure to meet the Third Party Payment Processor’s requirements for verification of identity, bank account requirements, or for any alleged breach of the their agreements.

13.taxes

12.1 As a Talent you are solely responsible for determining your obligations to report, collect, remit or include in your Listing Fees any applicable VAT or other indirect sales taxes, occupancy tax, tourist or other visitor taxes or income taxes ("Taxes").

12.2 Tax regulations may require us to collect appropriate Tax information from Talents, or to withhold Taxes from payouts to Talents, or both. If a Talent fails to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to freeze all payouts, withhold such amounts as required by law, or to do both, until resolution.

14. prohibited activities

14.1 You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Paxxie Platform. In connection with your use of the Paxxie Platform, you will not and will not assist or enable others to:

·      breach or circumvent any applicable laws or regulations, agreements with third parties, third-party rights, or our Terms;

·      use the Paxxie Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Paxxie endorsement, partnership or otherwise misleads others as to your affiliation with Paxxie;

·      copy, store or otherwise access or use any information, including personally identifiable information about any other Member, contained on the Paxxie Platform in any way;

·      use the Paxxie Platform in connection with the distribution of unsolicited commercial messages ("spam");

·      unless Paxxie explicitly permits otherwise, book any Listing if you will not actually be using the Talent Services yourself;

·      contact another Member for any purpose other than asking a question related to your own booking, Listing, or the Member's use of the Paxxie Platform, including, but not limited to, recruiting or otherwise soliciting any Member to join third-party services, applications or websites, without our prior written approval;

·      use the Paxxie Platform to request, make or accept a booking independent of the Paxxie Platform, to circumvent any Service Fees or for any other reason;

·      request, accept or make any payment for Listing Fees outside of the Paxxie Platform or Paxxie Payments. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Paxxie harmless from any liability for such payment;

·      discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any abusive or disruptive behavior;

·      use, display, mirror or frame the Paxxie Platform or Collective Content, or any individual element within the Paxxie Platform, Paxxie's name, any Paxxie trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Paxxie Platform, without Paxxie's express written consent;

·      dilute, tarnish or otherwise harm the Paxxie brand in any way, including through unauthorized use of Collective Content, registering and/or using Paxxie or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Paxxie domains, trademarks, taglines, promotional campaigns or Collective Content;

·      use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Paxxie Platform for any purpose;

·      avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Paxxie or any of Paxxie's providers or any other third party to protect the Paxxie Platform;

·      attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Paxxie Platform;

·      take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Paxxie Platform;

·      export, re-export, import, or transfer the Application except as authorized by United States law, the export control laws of your jurisdiction, and any other applicable laws; or

·      violate or infringe anyone else’s rights or otherwise cause harm to anyone.

14.2 You acknowledge that Paxxie has no obligation to monitor the access to or use of the Paxxie Platform by any Member or to review, disable access to, or edit any Member Content, but has the right to do so to (i) operate, secure and improve the Paxxie Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Member Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Members agree to cooperate with and assist Paxxie in good faith, and to provide Paxxie with such information and take such actions as may be reasonably requested by Paxxie with respect to any investigation undertaken by Paxxie or a representative of Paxxie regarding the use or abuse of the Paxxie Platform.

14.3 If you feel that any Member you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Paxxie by contacting us with your police station and report number (if available); provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.

15. term and termination, suspension and other measures

15.1 You may terminate this Agreement at any time via the "Cancel Account" section or by sending us an email to info@paxxie.com. If you cancel your Paxxie Account as a Talent, any confirmed Booking(s) will be automatically cancelled and your Clients will receive a full refund. If you cancel your Paxxie Account as a Client, any confirmed booking(s) will be automatically cancelled and any refund will depend upon the terms identified in Section 9.2 of these Terms.

15.2 Without limiting our rights specified below, Paxxie may terminate this Agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address.

15.3 Paxxie may immediately, without notice terminate this Agreement if (i) you have materially breached your obligations under these Terms, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Paxxie believes in good faith that such action is reasonably necessary to protect the personal safety or property of Paxxie, its Members, or third parties (for example in the case of fraudulent behavior of a Member).

15.4 After conducting a reasonable review of a Member’s account, Paxxie may terminate this Agreement immediately upon notice if it is alerted to bad reports about a Client from Talents or bad reports about a Talent from Clients.

15.5 In addition, Paxxie may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Paxxie Account registration, Listing process or thereafter, (iv) you and/or your Listings or Talent Services at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor Ratings or Reviews or Paxxie otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed bookings or failed to respond to booking requests without a valid reason, or (vii) Paxxie believes in good faith that such action is reasonably necessary to protect the personal safety or property of Paxxie, its Members, or third parties, or to prevent fraud or other illegal activity:

·      refuse to surface, delete or delay any Listings, Ratings, Reviews, or other Member Content;

·      cancel any pending or confirmed bookings;

·      limit your access to or use of the Paxxie Platform;

·      temporarily or permanently revoke any special status associated with your Paxxie Account; or

·      temporarily or in case of severe or repeated offenses permanently suspend your Paxxie Account.

In case of non-material breaches and where appropriate, you will be given notice of any intended measure by Paxxie and an opportunity to resolve the issue to Paxxie's reasonable satisfaction.

15.6 If we take any of the measures described above (i) we may refund your Clients in full for any and all confirmed bookings that have been cancelled, irrespective of preexisting cancellation policies, and (ii) you will not be entitled to any compensation for pending or confirmed bookings that were cancelled.

15.7 When this Agreement has been terminated, you are not entitled to a restoration of your Paxxie Account or any of your Member Content. If your access to or use of the Paxxie Platform has been limited or your Paxxie Account has been suspended or this Agreement has been terminated by us, you may not register a new Paxxie Account or access and use the Paxxie Platform through the Paxxie Account of another Member.

16. disclaimers

If you choose to use the Paxxie Platform or Collective Content, you do so voluntarily and at your sole risk. The Paxxie Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied.

You agree that you have had whatever opportunity you deem necessary to investigate the Paxxie Services, laws, rules, or regulations that may be applicable to your Listings and/or Talent Services you are receiving and that you are not relying upon any statement of law or fact made by Paxxie relating to a Listing.

If we choose to conduct identity verification or background checks on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.

You agree that Talent Services may carry inherent risk, and by participating in those Talent Services, you choose to assume those risks voluntarily. For example, some Talent Services may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those Talent Services. You assume full responsibility for the choices you make before, during and after your participation in a Talent Service. If you are bringing a minor as an additional Client, you are solely responsible for the supervision of that minor throughout the duration of your Talent Service and to the maximum extent permitted by law, you agree to release and hold harmless Paxxie from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to that minor during the Talent Service or in any way related to your Talent Service.

The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

17. liability

16.1 You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Paxxie Platform and Collective Content, your publishing or booking of any Listing via the Paxxie Platform, your participation in any use of any other Talent Service or any other interaction you have with other Members whether in person or online remains with you. Neither Paxxie nor any other party involved in creating, producing, or delivering the Paxxie Platform or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Paxxie Platform or Collective Content, (iii) from any communications, interactions or meetings with other Members or other persons with whom you communicate, interact or meet with as a result of your use of the Paxxie Platform, or (iv) from your publishing or booking of a Listing, including the provision or use of a Listing’s Talent Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Paxxie has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Talents pursuant to these Terms, in no event will Paxxie’s aggregate liability arising out of or in connection with these Terms and your use of the Paxxie Platform including, but not limited to, from your publishing or booking of any Listings via the Paxxie Platform, or from the use of or inability to use the Paxxie Platform or Collective Content and in connection with any Talent Service, or interactions with any other Members, exceed the amounts you have paid or owe for bookings via the Paxxie Platform as a Client in the twelve (12) month period prior to the event giving rise to the liability, or if you are a Talent, the amounts paid by Paxxie to you in the twelve (12) month period prior to the event giving rise to the liability, or one hundred U.S. dollars (US$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Paxxie and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

18. indemnification

You agree to release, defend (at Paxxie’s option), indemnify, and hold Paxxie and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms, (ii) your improper use of the Paxxie Platform or any Paxxie Services, (iii) your interaction with any Member, Talent Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, (iv) Paxxie’s Collection and Remittance of Taxes, or (v) your breach of any laws, regulations or third party rights.

19. arbitration agreement

19.1 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Paxxie each agree to notify the other party of the dispute and to use reasonable efforts to negotiate an informal resolution to it first. We will contact you at the email address you have provided; you can contact Paxxie’s customer service team at info@paxxie.com. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration.

19.2 Agreement to Arbitrate. You and Paxxie mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the Paxxie Platform, the Talent Services, or the Collective Content (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Paxxie agree that the arbitrator will decide that issue.

19.3 Exceptions to Arbitration Agreement. You and Paxxie each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

19.4 Arbitration Hearing/Location. For your convenience, any required arbitration hearing may be conducted in Orange County; or (b) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.

19.5 Attorney’s Fees and Costs. The prevailing party may be entitled to seek an award of attorney fees and expenses in arbitration.

19.6 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

19.7 Jury Trial Waiver. You and Paxxie acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.

19.8 No Class Actions or Representative Proceedings. You and Paxxie acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and Paxxie both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.

19.9 Severability. In the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

19.10 Survival. This Section 19 will survive any termination of these Terms and will continue to apply even if you stop using the Paxxie Platform or terminate your Paxxie Account.

20. feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Paxxie Platform (“Feedback”). You may submit Feedback by emailing us, through the “Contact” section of the Paxxie Platform, or by other means of communication. Any Feedback you submit will be considered non-confidential and non-proprietary to you. By submitting Feedback, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

21. applicable law and jurisdiction

21.1 These Terms will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 18 must be brought in state or federal court in Orange County, California, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Orange County, California.

22. general provisions

22.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Paxxie and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Paxxie and you in relation to the access to and use of the Paxxie Platform.

22.2 No joint venture, partnership, employment, or agency relationship exists between you and Paxxie as a result of this Agreement or your use of the Paxxie Platform.

22.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

22.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

22.5 Paxxie’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

22.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Paxxie's prior written consent. Paxxie may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.

22.7 Unless specified otherwise, any notices or other communications to Members permitted or required under this Agreement, will be in writing and given by Paxxie via email, Paxxie Platform notification, or messaging service (including SMS and WeChat). For notices made to Members residing outside of the United States, the date of receipt will be deemed the date on which Paxxie transmits the notice.

22.8 In the event of a conflict between the English language version of the Terms and any foreign language translation versions thereof, the English language version of the Terms shall govern and control. All disputes, claims and causes of action, and related proceedings will be communicated in English. Unless otherwise explicitly stated, all material found on the Services are solely directed to individuals, companies or other entities located in the United States.

22.9 If you have any questions about these Terms please contact info@paxxie.com.