Headout: Prior Terms of Use

1. Definitions

   1. Additional Information: Headout may seek certain information about the User and all other persons who are meant to be part of the Booking, to assess eligibility to complete the Booking and/or obtain the relevant Services.
   2. Book/ Booking: this means booking of an Experience by the User on the Headout Platform/ Website including but not limited to any Additional Headout Services.
   3. Booking Confirmation: this includes a booking confirmation voucher/ticket along with a confirmation email issued by Headout once the User completes payment against a Booking.
   4. Experiences/ Supplier Services: it includes sightseeing tours, leisure activities, attraction tickets and other tourism and entertainment services provided by the Supplier.
   5. Headout/ We: Headout Inc. is a Delaware corporation, having its address at 82 Nassau St #60351 New York, NY 10038 and includes its affiliates, group/ related companies, its successors and assigns.
   6. Headout Account: the account created by any User while registering on Headout's Platform/ Website.
   7. Headout Account Credentials: means the login ID and the password set by any User while creating a Headout Account.
   8. Headout Credits: are Booking credits valid for future Bookings made on the Platform. These can be acquired by User(s) as a refund against a cancelled Booking, through targeted marketing campaigns or other mechanisms as Headout may determine at its discretion. Headout Credits are only available to Users who have a valid Headout Account.
   9. Headout Services: shall include (a) operating the Platform/ Website that allows inter alia Suppliers to offer Experiences listed on the Platform to the User(s); and (b) facilitating the conclusion of contracts directly between User(s) and the Suppliers of such Supplier Services. Headout Services may also include providing audio guidebooks, that may be jointly developed by Headout with the Supplier, on the Headout Dex mobile application, with artificial intelligence capabilities in connection with the Experiences booked through the Platform ("Additional Headout Services").
   10. Interactive Forums: means discussion forums, bulletin boards, review services or other forums in which You and other users of the Website may post User Content.
   11. Listing: each Experience or Headout Service listed on the Platform.
   12. Platform/ Website: The Internet booking platform of Headout accessible via www.headout.com. It also includes related websites, affiliate and partner websites, mobile applications (including the Headout Dex mobile application), tools, platforms, linked social media accounts or other facilities.
   13. Privacy Policy: a legal document that governs the privacy terms of Headout.
   14. Refund Amount: means the amount processed/ refunded by a Supplier on cancellation of Booking.
   15. Sales Channel: it includes Headout's websites, mobile applications, salespersons, call centres, branch offices, agents etc.
   16. Services: means collectively, the Supplier Services and the Headout Services, as applicable in the context of a User's interaction with the Platform.
   17. Suppliers: it includes the end service provider i.e. tour operators, activity organizers, attractions, travel agents and ticket suppliers.
   18. Supplier Terms: the terms and conditions specified by the Supplier that will govern the provision of the Supplier Services and availing of the Supplier Services.
   19. Terms of Use: a legal document that governs the usage of any Sales Channel by the User.
   20. Third Party Websites: means websites operated by parties other than Headout.
   21. User/ You/ Your: any person who visits/ shows interest/avails any Service available on Headout's Platform or through any of its Sales Channel.
   22. User Content: means any content posted by a User on the Platform in several different ways, including but not limited to writing reviews, making posts, uploading and posting photos or videos, making comments or suggestions, submitting ideas, rating other users' contributions and making other similar contributions or submissions to the Website and/or otherwise to Headout. The User Content is visible to all Users of the Platform.
   23. Website Content: means the content and information available on the Website including, but not limited to, messages, data, information, text, music, sound, photos, graphics, video, maps, icons, software, code or other material.

2. Introduction

   1. These Terms of Use together with the Privacy Policy, constitute a binding contract between the User and Headout. These Terms of Use govern inter alia usage of the Platform by the User
   2. Headout is not a travel or tour agency and does not provide such Experiences or Supplier Services on its own. When a User books an Experience on the Platform, it purchases the same directly from the Supplier. Headout through its Platform only facilitates the purchase of tickets to the Experiences. Headout also does not act as an agent to the User, in any capacity, except to the extent of facilitating payments by User to the Suppliers.

3. Access and Use of the Platform

   1. By accessing, registering, using and/or by making a Booking on the Platform, User agrees to each of the terms mentioned in the Terms of Use, without any modification. The User represents that he/she has read and understood the Terms of Use. In all Bookings, the person making the Booking shall be deemed to have accepted these Terms of Use on behalf of all persons named in the Booking.
   2. Headout may revise these Terms of Use from time to time. The revised version will be effective from the date it gets posted unless otherwise specified. If changes/revisions to these Terms of Use reduce Your rights or increase Your responsibilities, Headout will post a notice of the same on the Headout website or intimate its Users via email. By continuing to use the Platform after Headout carries out changes to these Terms of Use, You agree to abide by and be bound by those changes. If You are not agreeable to any of the terms mentioned in this document, You must not use or access Headout's Platform.
   3. As a condition to the use of the Platform, You represent and warrant that: (i) all information supplied by You in the course of the use of the Platform and/or a completing Booking is true, accurate, current and complete, and (ii) You are 18 years or older.
   4. If You are a minor and want to use the Platform, any Headout Services and/or make any Booking on the Platform, You are bound to ensure that such usage/Booking shall only be undertaken by, or with consent and supervision of, a person that has attained the age of majority (parents, siblings or legal guardian).
   5. Your use of the Website, Headout Services and carrying out Bookings is permitted only for personal, non-commercial use and/or to make legitimate requests to make a Booking of the Experiences offered on the Website. You agree not to use the Website to make any speculative, false or fraudulent requests or for any purpose prohibited under these Terms of Use. In case Headout becomes aware of any such instance, Headout will have the right to cancel such Bookings or suspend Your access to applicable Headout Services and/or the Platform, and the User will have no right to claim any damages from Headout.
   6. You further represent and warrant that (a) Your Headout Account is not currently suspended and you have not previously been restricted by Headout from using the Website; (b) You are not acting on behalf of a competitor of Headout; (c) You will not create more than one Headout Account; and (d) You have full power and authority to enter into this legally binding agreement with Headout and in doing so will not violate any other agreement to which You are a party.
   7. We retain the right at our sole discretion to deny access to the Website to anyone at any time and for any reason, including, but not limited to, for violation of these Terms of Use.
   8. By accessing and using the Website, You agree and acknowledge that Headout does not endorse any of the Listings or content on the Website and Headout cannot vouch for its accuracy. You also agree that Headout merely provides a marketplace platform and is not an actual supplier of any Experience. You, therefore, access and use the Website at Your own risk.
   9. You may need to create a Headout Account and provide information about Yourself to use some of the features on the Website, including when You make a Booking. You are responsible for maintaining the confidentiality of Your Headout Account Credentials. You are also solely responsible for all activities (including Bookings) that occur in connection with Your Headout Account. In case you notice any unauthorized use of your Headout Account, you will immediately (i) change the Headout Account Credentials and (2) inform Headout about such unauthorized use by sending an email to support@headout.com. You also agree that in case of any unauthorized use of Your Headout Account, You will not raise any claim against Headout. As a User of the Website, you understand and agree that neither Headout nor its affiliates will have any liability to You or others for any unauthorized bookings made using your Headout account and/or Headout account credentials.
   10. We may terminate or suspend access to Your Headout Account or Your ability to use the Website, in whole or in part, at our sole discretion, for any or no reason, and without notice or liability of any kind. For example, We may terminate or suspend Your Headout Account or ability to use the Website if You misuse the Website. Any such termination or suspension could prevent You from accessing Your Headout Account, the Website, Headout Services, User Content, Website Content, and/or any other related information including but not limited to your active Bookings.
   11. You may request deactivation of Your Headout Account at any time by contacting us, and by discontinuing Your use of any and all parts of the Website. If You request deactivation of Your Headout Account, We may continue to display Your previously published User Content and are under no obligation to remove any of such User Content.
   12. Use of Additional Headout Services and/or certain features on the Platform may require enabling device permissions such as microphone, camera, location services, and access to your photo library. You may manage or revoke these permissions at any time through your device settings, but some features and/or Additional Headout Services may not function correctly if permissions are disabled.

4. Searching and Booking on the Platform

   1. You can search for Experiences by using the various options made available on the Website or by using criteria like the type of Experience, travel destination etc. Search results are based on their relevance to Your search and other criteria.
   2. When You Book a Listing, You are agreeing to pay the price mentioned in the Listing, applicable taxes and other applicable fees like the Headout service fee and any other fees/charges identified during check-out. The price of each Listing will be quoted on a per-person basis unless otherwise specified. The prices are based on the tariff specified by the Supplier who has made the concerned Listing available on the Platform. Headout does not determine the pricing of the Listings. Certain Experiences may have different variants, including where Headout is providing Additional Headout Services. If You select such a variant, the price and any applicable fees for the variant will be reflected during checkout. The prices will be listed in the currency chosen by You while using the Website. Any currency conversions required to effect payment for the Booking will be done at the rate determined by Headout. The prices quoted against a Listing are subject to change without notice until a Booking has been made.
   3. Services included in a Booking are determined by the Supplier, unless You opt for the variant with Additional Headout Services. Prices quoted in a Listing only include the services as specifically shown on the Listing page.
   4. While these Terms of Use govern Your use of the Website, including Your request for a Booking, the provision of the Supplier Services and Your availing of the Supplier Services will be governed by the Supplier Terms. These Suppliers Terms may be specified in the Listing, communicated to You following the completion of the Booking, or be available on the website of the Supplier or the concerned Experience. You agree to read and understand and be bound by the Supplier Terms before availing of the Supplier Services under a Booking. Notwithstanding the foregoing, to the extent, the Supplier Terms conflict with these Terms of Use in respect of Your legal relationship with Headout, these Terms of Use shall prevail. Your interactions with Suppliers are at Your own risk.
   5. You further agree and acknowledge that Headout shall not be liable to You or any other person for any losses, expenses, damages (including property damage) or injuries caused to You on account of (i) the Supplier Terms not being communicated to You; (ii) Your failure to read and understand the Supplier Terms; (iii) the Supplier's breach of the Supplier Terms; (iv) any error, defect or inaccuracy in the Supplier Terms; or (v) any other acts, omissions, errors, representations, warranties, breaches or negligence of a Supplier.
   6. The Booking of certain Listings requires You to meet certain prerequisites or criteria to establish Your eligibility to Book the Listing and avail of the relevant Supplier Services. You are required to read and understand the prerequisites or criteria which are part of the Supplier Terms. We may even seek certain Additional Information, to assess User's eligibility to complete the Booking and/or obtain the relevant Supplier Services. You agree to provide the Additional Information accurately. If a Booking is completed based on inaccurate Additional Information and the Supplier finds You ineligible to obtain the Supplier Services, then Headout will not be liable for any losses, damages or costs incurred by You in connection with such Booking. Headout will also not be under an obligation to refund the Booking price if You are unable to obtain the Supplier Services from the Supplier because the Supplier found You ineligible for the same.
   7. When You complete payment against a Booking a Booking Confirmation will be issued from Headout. On completion of payment against a Booking, a bipartite contract for the supply and purchase of the Supplier Services is formed directly between You and the Supplier.
   8. In case you have booked a variant of the Experience which includes Additional Headout Services, Headout may provide You with guidelines to access such services via an email or any other medium as Headout may deem fit from time to time. Access to Additional Headout Services shall be limited to Users who have completed a Booking for a relevant Experience. Headout grants You a limited, non-exclusive, non-transferable license to use the Additional Headout Services for the duration of access provided by Headout. You may not copy, distribute, modify, create derivative works from, or otherwise exploit any Additional Headout Services except as expressly permitted herein.
   9. In addition to these Terms of Use, a User shall also read the FAQs available in the 'Help' section on Headout's Website to have a detailed understanding of the Headout Services. The User agrees that it shall be bound by the content of such FAQs in addition to these Terms of Use.

5. General Terms for Headout Promise

   1. Scope of Headout Promise:
      1. The Headout Promise ensures that (a) You receive the right tickets on time; (b) You experience what You booked for; and (c) We're available to help You 24/7.
      2. If something on our side goes wrong, we will fix it or refund You (per the "fix-first" approach).
   2. Eligibility: The Headout Promise applies only to Bookings made directly through Headout.
   3. Fix-First Approach: Where an issue arises due to a fault attributable to Headout or its Supplier, Headout will-
      1. first attempt to resolve the issue by rebooking, issuing corrected tickets; and
      2. provide a refund only when the issue cannot be reasonably fixed, or when You decline the offered fix (where permitted).
   4. Experience Guarantee:
      1. The Experience Guarantee applies when: (a) the experience or venue closes unexpectedly; (b) Our on-ground Partner cancels the Experience; (c) The guide does not show up for a guided Experience; (d) Any material inclusions promised as per your Booking is missing (e.g., promised entry, transfers, or other essential components as per the booking).
      2. If any of the aforesaid situations occur, Headout will offer one of the following remedies: (a) Rebooking- With your consent, we will rebook You on an equal or similar Experience at no additional cost; or (b) Refund- If You do not wish to rebook, You will be refunded the amount paid for the Experience.
      3. The Experience Guarantee does not apply where (a) the Booking is cancelled by You; (b) issues are attributable to You, including incorrect information provided by You, late arrival, failure to comply with entry requirements, or no-show; (c) issues arise due to bad weather, long wait times & overcrowding during peak hours, traffic disruptions, strikes, and local transport delays; or (d) dissatisfaction relates to service quality or subjective expectations beyond the inclusions published.
      4. You understand that Headout acts solely as a facilitator of the booking for You, but the ultimate responsibility for the performance, delivery, and operation of an experience lies solely with the Supplier.
   5. Ticket Guarantee:
      1. The Ticket Guarantee applies where (a) Tickets issued by Headout reflect a different date, time, or option than what You selected; (b) Tickets are delayed or not delivered in time due to an error on Headout's side; or (c) Tickets do not work at the venue because of a Headout-related processing or technical issue.
      2. If any of the above issues occur solely due to Headout's error, we will promptly issue corrected tickets or, if corrected tickets cannot be provided in time, refund You the entire booking amount.
      3. The Ticket Guarantee does not apply where (a) You selected the wrong date, time or ticket option; (b) ticket fails to work due to venue technical systems, entry system failures, or scanning hardware issues outside our control; or (c) delay or non-delivery caused due to your email settings, incorrect contact information.
   6. Assistance Guarantee: Headout provides 24/7 multilingual customer support before, during, and after your Experience. You may reach out via chat, call, or email, and Headout will make reasonable efforts to resolve your query as quickly as possible.
   7. Claiming Benefits under Headout Promise:
      1. To avail the benefits under Headout Promise, You must (a) contact Headout Support within 24 hours of the issue; (b) provide accurate Booking information; and (c) provide reasonable details/evidence (such as screenshots, venue rejection proof, Partner communication, etc.).
      2. Failure to report within the required timeframe may limit or void the eligibility benefits.
   8. Refund Limits:
      1. Only the amount paid at the time of Booking will be refunded under Headout Promise.
      2. It does not cover (a) consequential or incidental expenses (travel costs, accommodation, food, etc.); (b) personal losses, injuries, or damages during the Experience; or (c) losses arising from customer error (incorrect details, late arrival, no-show).
   9. Refund mechanism: As a default practice, Headout processes the refund to the original source of payment. However, in case the original source of payment is unavailable, You can choose to receive the refund in the form of Headout Credits to your Headout Account that can be availed to make any future bookings on Headout. These Headout Credits are neither transferable nor can be refunded or redeemed in the form of cash. Refunds will be processed within the committed timelines. Actual reflection time may vary depending on your bank or payment provider.
   10. Reservation of Rights: Headout may add, modify, suspend, or withdraw Headout Promise (or any part of it) at any time, without prior notice or liability. In cases of suspected misuse, abuse, fraudulent activity, or violation of these Terms, Headout may:
       1. deny the benefits under Headout Promise,
       2. cancel the Booking, and/or
       3. suspend eligibility for future programme benefits.
   11. All other terms in the Cancellation Policy and Privacy Policy apply.

6. Payments

   1. When You make a Booking, Headout collects Your payment information and processes the payment to ensure that the price paid by You for the Booking is transferred and deposited to the account of the Supplier, after the deduction of Headout charges, if any. In doing so, Headout has a limited responsibility of collecting the payment from the User and transferring it to the Supplier. Full payment is required to make or confirm a Booking unless otherwise specified.
   2. The value of the Booking may be subject to duties, foreign transactions fee, currency exchange or other fees applicable in Your country of residence. Your bank or payment card company may convert the payment into the local currency (of Your country of residence) and may charge fees, resulting in differences between the amount displayed on the Listing, and the final amount charged to You. Headout recommends that You contact Your bank or card company if You have any questions concerning any applicable currency conversion or fees.
   3. Headout Credits can be used by registered Users of Headout for future bookings. Headout Credits are non-transferable and cannot be refunded or redeemed for cash. Headout reserves the right to make changes to the usage terms of Headout Credits, including but not limited to their value, usage and validity without prior notice or intimation. In case, if Headout finds out that You are misusing the Headout Credits intending to cause an illegitimate loss to Headout and gain to Yourself, Headout shall have all the rights to take appropriate action including but not limited to reversal of Headout Credits and deactivation of Headout Account.
   4. Headout being an online marketplace cannot issue a tax invoice for the Booking made by a User. However, upon the User's written request, Headout may issue a payment receipt for a completed booking. Such receipt shall include details including, but not limited to, the amount paid, any Headout Credits applied, the guest's name, and the relevant tour details. The User may request a receipt by contacting support@headout.com, and Headout shall endeavor to issue the same within twenty-four (24) hours of receiving the request. Headout reserves the right to determine the format and content of the receipt at its sole discretion.

7. Cancellations and Booking Modifications

   1. Once a Booking is completed, it cannot be changed by You or cancelled with a refund, unless otherwise stated in the Listing or the Supplier Terms or any other terms applicable to such Listing.
   2. All matters concerning cancellation and modifications of Bookings are decided and/or determined by the Supplier and/or Headout (as may be applicable). Given that the purchase of the Experience is a contract between You and the Supplier, Headout does not frame the terms in relation to the Experience including but not limited to cancellation/modification terms related thereto, unless agreed to the contrary between Headout and the concerned Supplier.
   3. Subject to the terms of cancellation/modification set out in the Listing or Supplier Terms or any other terms applicable to the Listing, You may: (i) opt to either cancel or modify a Booking; or (ii) reach out to Headout at the contact details specified in the Booking Confirmation to inquire about the options available for cancellation/modification of a Booking. Headout may, on receiving such a request, if required, contact the concerned Supplier and obtain information or seek confirmation before cancellation/modification of a Booking.
   4. If a Booking has been cancelled/modified by You as per the terms mentioned herein and as per the cancellation terms of the Supplier, Headout will, subject to receipt of the Refund Amount from the Supplier, refund the applicable amount to You. Headout clarifies that under no circumstances will Headout pay You the Refund Amount until Headout receives it from the Supplier. Once Headout receives the Refund Amount from the Supplier, Headout will endeavour to initiate the refund within seven (7) days of receipt from the Supplier. As a default practice, Headout processes the Refund Amount to the original source of payment. However, in case the original source of payment is unavailable, You can choose to receive the refund in the form of Headout Credits to the Headout Account of the user. These Headout Credits are neither transferable nor can be refunded or redeemed in the form of cash. As referred previously, currently, Headout Credits cannot be used partially for a booking. Headout reserves the right to make changes to the usage terms of Headout Credits, including but not limited to, value, usage, and validity without prior notice or intimation.
   5. If You make a Booking using a promotion code, or if You accept a discount or special-offer price during the check-out process, You may invalidate Your discount or special-offer price by cancelling/modifying Your Booking. Headout will process any refund to You after adjusting such discount or special offer availed by you at the time of Booking.
   6. No refunds are available once an Experience has commenced, or in respect of any Experience's package, accommodation, meals or any other services that You have started to utilize.
   7. A Supplier may make a change to a Booking after Your purchase, changes including but not limited to the date, price, inclusions, coverage, age requirements, and/or any other features and/or requirements of the Experience. Headout will endeavour to communicate to You any such changes at the earliest possible opportunity, as soon as Headout becomes aware of the same. Your rights, concerning such changes, vis-à-vis the Supplier, shall be governed by the Supplier Terms. Headout shall not be liable to You or any other person for any losses, expenses, costs, damages or injuries arising on account of or about such changes made to the booking.
   8. Pursuant to such change(s), if the Supplier cancels the Booking or allows You to cancel the Booking, then Headout will endeavour to process the Refund Amount received from the Supplier within seven (7) days of receipt of the same from the Supplier. If the Supplier permits You to modify the Booking pursuant to the changes, any information that We receive on this matter will be communicated to You as soon as We become aware. Headout will not be liable to You or any other person for any losses, expenses, costs or damages arising on account of or concerning (i) Your inability to modify the Booking, (ii) the Supplier's failure to communicate regarding the modification of the Booking with either us or You, or (iii) the Supplier Services availed pursuant to modification of the Booking.
   9. We may decide, in our sole discretion, that it is necessary or desirable for the protection of our interests, the Supplier's interests and/or Your interests, to withdraw our services resulting in an override of the Supplier's cancellation policy. We may also determine, in our sole discretion, to arrange for You a refund of a part or all of the amounts charged to You. You agree that We will have no liability for such cancellations or refunds.
   10. In any scenario of cancellation of any Booking, You agree and understand that Headout shall be only liable to process the refund of the Booking amount upon receiving the same from the Supplier. You also agree that all liabilities against any Booking are attributable to the Supplier. Headout will not undertake any other liability of any sort including but not limited to any incidental losses incurred by You.
   11. For the avoidance of doubt, in the event Your Booking includes any Additional Headout Services that are provided directly by Headout and not by the Supplier, Headout shall be solely responsible for determining and processing any refund attributable to such Additional Headout Services, in accordance with the applicable terms.

8. Your Responsibility and Assumption of Risk

   1. You are responsible and liable for Your acts and omissions and are also responsible for the acts and omissions of anyone participating in the Experience. For example, this means: (i) You are responsible for leaving the venue of an Experience in the same or substantially the same condition it was in when You arrived; (ii) You must act with integrity, treat others at the venue of the Experience with respect, always comply with all applicable laws and any terms or rules as may be set out by the Supplier. Your failure to comply with the applicable local laws or terms set out by the Supplier may result in the Supplier asking you to leave/exit the Experience or attraction or any other action as per law.
   2. You acknowledge that the activities following the Booking carry inherent risks and accordingly agree that, to the maximum extent permitted by applicable law, You assume the entire risk arising out of Your access to and use of the Platform, participation in any Experience, any other interaction You have with other persons at the venue of the Experience or online. This means You are responsible to analyze and understand that the Experience chosen by you for the Booking is suitable for You by all means and manners. For example, Experiences may carry the risk of illness, bodily injury, disability, or death, and You freely and willfully assume those risks by choosing to participate in those Experiences.

9. Website Prohibited Activities

   1. The Website Content and/or the Headout Additional Services, as well as the infrastructure used to provide the same, is either proprietary to us or granted to us under a valid license. You agree not to otherwise modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any Website Content and/or the Headout Additional Services, or any products or services obtained from or through the Website. Any other use of the Website Content, products and/or services requires the prior written permission of Headout.
   2. Additionally, You agree that You will not and will not assist or enable others to:
      1. use the Website or the Website Content for any commercial or unlawful purpose
      2. access, monitor or copy any Website Content using any robot; spider, scraper or other automated means or any manual process to access, scrape, index, retrieve or otherwise use the Website or any Website Content for any purpose without our express written permission
      3. violate the restrictions on the Website or bypass or circumvent other measures employed to prevent or limit access to the Website
      4. take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure or makes excessive traffic demands on the Website
      5. "frame", "mirror" or otherwise incorporate any part of the Website into any other website without our prior written authorization
      6. attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software associated with the Website
      7. use the Website to threaten, stalk, defraud, incite, harass, or advocate the harassment of another person, or otherwise interfere with another user's use of the Website
      8. use the Website to promote bigotry or discrimination against protected classes
      9. use the Website to violate any third-party right, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right
      10. use the Website to submit or transmit pornography or illegal content
      11. use the Website to solicit personal information from minors, or to harm or threaten to cause harm to, any person including minors
      12. attempt to gain unauthorized access to the Website, user accounts, computer systems or networks connected to the Website through hacking, password mining or any other means
      13. use the Website to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature
      14. use any device, software or routine that interferes with the proper working of the Website, or otherwise attempts to interfere with the proper working of the Website
      15. use the Website to violate the security of any computer network, crack passwords or security encryption codes
      16. disrupt or interfere with the security of, or otherwise cause harm to, the Website
      17. remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Website, features that prevent or restrict the use or copying of Website Content, or features that enforce limitations on the use of the Website
      18. post any content on the website that violates of or is specifically prohibited under the laws of the United States of America or the local laws of the country from where the Website is being accessed.

10. Fraudulent Activities

    1. We maintain a zero-tolerance policy for any fraudulent activity. On certain occasions, where We suspect that occurrence of a fraudulent transaction, We may contact You to request additional information to verify the legitimacy of Your Booking and ensure it is not associated with any fraudulent activities. If You choose not to provide this requested information, We reserve the right to cancel Your Booking. Please note that these actions are strictly in best interest of all the Users as well as the Suppliers and Headout will not be responsible for any such cancellations.
    2. Fraudsters may employ different phishing techniques to obtain personal and confidential information including payment details of individuals, with an ill intent to defraud them. These phishing techniques may involve the creation of fake websites, messages, emails, and more. We strongly advise You to remain vigilant and informed about these phishing methods. If You come across or become a victim of any such phishing attempts in the name of Headout, we kindly request that You promptly report such activities to orm@headout.com. We also urge You to immediately report such transactions to Your bank or any such other authority as may be required under law.

11. Electronic Communications

    1. When You use the Headout Website, or send e-mails, text messages, and other communications from Your desktop or mobile device to us, You are communicating with us electronically and agree that We may communicate with You in a variety of ways, such as by e-mail, in-app push notices, or by posting notices and messages on the Website.
    2. You may unsubscribe from marketing-related e-mails by raising a request on support@headout.com. Any such request will be addressed within seven (7) working days of receipt of the request. However, Headout may continue to send You non-marketing messages, such as messages related to any upcoming Bookings.
    3. You will keep Headout indemnified against any/ all types of losses, expenses, costs, damages or injuries arising on account of or concerning any action taken by any local telecom-related regulatory authority or any other authority due to any erroneous complaint raised by the User with respect to the communications mentioned hereinabove or due to a piece of wrong contact information provided by the User for any reason whatsoever.

12. Content

    1. You and other users of the Website may post or submit some User Content to Headout or on its Website. We may use such User Content in several different ways, including but not limited to displaying it on the Website, reformatting it, translating it into other languages, editing it for clarity and grammar, incorporating it into advertisements and other works, creating derivative works from it, promoting it, and distributing it. You also agree that Headout may reach out to You to post reviews and/or shoot videos or images of the Experiences booked by You and/or Headout Services availed by You which is entirely optional. In case, You agree to share such User Content with Headout, Headout shall have the unlimited right to use, repurpose or reproduce such User Content on its Platform. No consideration shall be payable by Headout to You for such User Content.
    2. By submitting User Content, You grant Headout and its subsidiaries and/ or affiliates a worldwide, non-exclusive, royalty-free, fully paid-up, perpetual, transferable, irrevocable and fully sub-licensable right to (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such User Content throughout the world in any media, now known or hereafter devised, for any purpose; and (b) use the name that You submit in connection with such User Content. You acknowledge that Headout may choose to provide attribution of Your User Content at our discretion. You acknowledge and agree that User Content is non-confidential and non-proprietary. If it is determined that You retain moral rights (including rights of attribution or integrity) in the User Content, You hereby declare that (a) You do not require that any personally identifying information be used in connection with the User Content, or any derivative works of or upgrades or updates thereto; (b) You have no objection to the publication, use, modification, deletion and exploitation of the User Content by Headout or its licensees, successors and assigns; (c) You forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the User Content; and (d) You forever release Headout, and its licensees, successors and assigns, from any claims that You could otherwise assert against Headout under any such moral rights.
    3. The Website also contains some Interactive Forums and You are solely responsible for Your use of such Interactive Forums. You agree that You will use such Interactive Forums at Your own risk. By using any such Interactive Forums, You expressly agree not to post, upload, transmit, distribute, store, create or otherwise publish through the Website any User Content that comprises or includes:
    4. Prohibited content includes:
       1. content that is unlawful, libellous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable
       2. content that would constitute, encourage or provide instructions for a criminal offence, violate the rights of any party, or would otherwise create liability or violate any applicable law
       3. content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary rights of any party
       4. content that impersonates any person or entity or otherwise misrepresents Your affiliation with a person or entity, including Headout
       5. private information of any third party, including, without limitation, name, address, telephone number, e-mail address and credit card number
       6. Viruses, corrupted data or other harmful, disruptive or destructive files
       7. content that is unrelated to the topic of the Interactive Area(s) in which such User Content is posted
       8. content or links to content that, in the sole judgment of Headout (i) violates the previous sub-sections herein, (ii) is objectionable, (iii) restricts or inhibits any other person from using or enjoying the Interactive Areas or the Website, and/or (iv) may expose Headout or its affiliates or Website users to any harm or liability of any type
    5. You alone are responsible for the User Content You submit. You assume all risks associated with such User Content, including anyone's reliance on its accuracy, completeness or usefulness, or any disclosure by You of information in such User Content that makes You personally identifiable. You represent that You own, or have the necessary permissions to use, and authorize the use of, such User Content as described herein. You may not imply that such User Content is in any way sponsored or endorsed by Headout.
    6. User shall be solely responsible and liable for any User Content posted, stored or uploaded on the Platform, or for any loss or damage thereto. User agrees to not post any User Content that may amount to defamation, slander, libel, omissions, falsehoods, obscenity, pornography, profanity or is in breach of law in any manner. In case Headout is held liable by any court of law or any governmental authority for any User Content posted by You on the Website, You agree to hold Headout indemnified against any such losses and/ or damages suffered by Headout.
    7. Headout may screen, edit or monitor User Content. Headout reserves the right, and has absolute discretion, to remove, screen, translate or edit without notice any User Content at any time and for any reason, and/or to have such actions performed by third parties on its behalf, and You are solely responsible for creating back-up copies and replacements of Your User Content at Your sole cost and expense. Headout has no obligation to retain or provide You with copies of Your User Content.
    8. If any User identifies Content on the Platform that is unlawful or otherwise in contravention of applicable laws, they may submit a written complaint to legal@headout.com. Upon receipt of such a complaint, Headout shall use its best efforts to review and address the issue within 3 business days. Headout will notify the complainant of its decision, within the same timeframe. Headout reserves the right to take any action it deems appropriate, including but not limited to the removal or modification of the reported content.
    9. If a User is adversely affected by a content moderation action taken by Headout, they may raise a dispute by submitting a written request to legal@headout.com within six (6) months from the date of such action. Headout shall review the request and communicate its decision to the User. If the User is dissatisfied with Headout's determination, they may pursue out-of-court dispute resolution mechanisms, as may be available under applicable law.
    10. Any use by You of the Interactive Forums or other portions of the Website in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of Your rights to use the Interactive Forums, the Website and/or closure of Your Headout Account.

13. Links to Third Party Websites

    1. The Website may contain hyperlinks to Third Party Websites. Such hyperlinks are provided for Your reference only. Their presence on the Website does not signify any endorsement by Headout of the material on such Third-Party Websites nor any association with their operators. We do not control Third Party Websites and are not responsible for their contents, or the privacy or other practices of those that own and operate them. Such links if accessed by the User shall be at their own risk and Headout shall not be held liable in case of any loss or damage suffered by accessing such links and sharing personal information on such links voluntarily. Users will be bound by the terms of usage and privacy policy of such Third Party Websites and are advised to review such terms. It is Your sole responsibility to ensure that the hyperlinks You select and/or software You download from any such Third-Party Websites are free of viruses.
    2. In some cases, You may be asked on a Third-Party Website, whether You wish to link Your profile with the Headout Platform. Choosing to do so is completely optional. If You decide to link Your profiles and You later wish to disable such links, You should contact the relevant Third-Party Website.

14. Digital Millennium Copyright Act Compliance

    1. If You believe that Your work has been copied on our Website, or any of our other systems or networks in a way that constitutes copyright infringement, please write to us at IP@headout.com. While sending any notice under this head of any alleged infringement, please provide the following information to Headout:
    2. Your notice must include:
       1. An electronic or physical signature of the person authorised to act on behalf of the owner of the copyright interest
       2. A description of the copyrighted work that You claim has been infringed
       3. A description of where the material that You claim is infringing is located on the Website
       4. Your address, telephone number and email address
       5. A statement by You that You have good faith and belief that the alleged use is not authorised by the copyright owner, its agent or the law
       6. A statement by You, made under penalty of perjury, that the above information in Your notification is accurate and that You are the copyright owner or authorised to act on the copyright owner's behalf
    3. Headout will only respond to those notices that substantially comply with the above requirements. We will investigate Your claim and will notify you by the method of contact You used to file Your notice with us.
    4. To ensure that Your notification complies with the requirement of the Digital Millennium Copyright Act, please see 17 U.S.C. § 512(c)(3).

15. Disclaimer of Warranties and Limitation of Liability

    1. WE PROVIDE THE PLATFORM AND ALL WEBSITE CONTENT "AS IS" WITHOUT WARRANTY OF ANY KIND AND WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED. FOR EXAMPLE: (I) WE DO NOT ENDORSE OR WARRANT THE EXISTENCE, CONDUCT, PERFORMANCE, SAFETY, QUALITY, LEGALITY OR SUITABILITY OF ANY SUPPLIER, LISTING OR EXPERIENCE; (II) WE DO NOT WARRANT THE PERFORMANCE OR NON-INTERRUPTION OF THE WEBSITE; AND (III) WE DO NOT WARRANT THAT VERIFICATION, IDENTITY OR BACKGROUND CHECKS CONDUCTED ON LISTINGS OR SUPPLIERS (IF ANY) WILL IDENTIFY PAST MISCONDUCT OR PREVENT FUTURE MISCONDUCT. THE DISCLAIMERS IN THESE TERMS OF USE APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. IF YOU HAVE STATUTORY RIGHTS OR WARRANTIES WE CANNOT DISCLAIM, THE DURATION OF ANY SUCH STATUTORILY REQUIRED RIGHTS OR WARRANTIES, WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
    2. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, IN NO EVENT WILL HEADOUT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT HEADOUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    3. HEADOUT'S AGGREGATE LIABILITY UNDER THESE TERMS OF USE SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO HEADOUT IN CONNECTION WITH THE BOOKING WHICH FORMS THE SUBJECT MATTER OF A CLAIM HEREUNDER. THE DISCLAIMERS AND LIMITATIONS IN THIS CLAUSE WILL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

16. Force Majeure

    1. The User agrees that there can be certain exceptional circumstances where Headout and/or the Supplier may end up in a scenario where they will not be in a position to honour the confirmed Bookings or perform the Supplier and/or Headout Services due to various reasons like an act of God, a pandemic, an epidemic, business exigencies, labour unrest, insolvency, government decisions, terrorist activity, any operational and technical issues, or any other reason beyond the control of Headout and/or Supplier.
    2. The User understands and agrees that Headout merely being a marketplace, where Booking has been made, cannot be held responsible and liable for any such Force Majeure circumstance leading to the cancellation of a Booking. However, in case Headout has any advance knowledge of any such scenario that can lead to cancellation or dishonour of Bookings, it will have a limited responsibility to refund the booking amount after deducting requisite and applicable charges if refunded by the concerned Supplier.
    3. The User further agrees that in case the Booking doesn't get confirmed because of some technical reasons (like network downtime, the issue with a third party server, the issue with payment gateway/banks etc.) or any other similar issues, Headout will have limited responsibility of refunding the Booking amount, if any, received from the User. The User also agrees that once the said refund gets processed, Headout will be discharged from all the liabilities.
    4. In case there are any indirect, punitive, incidental, special or consequential damages, Headout will not be liable for the same and the User will not come after Headout for recovery of any such losses.

17. Indemnification

    1. You shall indemnify, defend, and hold Headout and its employees, directors, agents, and Suppliers harmless from and against any action, claim, suit, proceeding, demand, investigation, or charge alleging any costs, losses, liabilities, damages, fines, judgments, fees, or expenses (including reasonable attorneys' fees and court costs) arising out of (i) Your breach of these Terms of Use or the Supplier Terms (ii) Your failure to comply with applicable law in connection with the use of the Website or in obtaining the Services; or (iii) any personal injury, property damage, or death resulting from Your act or omission either in connection with the use of the Website, participation in the Experiences or availing of any of the Services.

18. General Provisions

    1. Governing Law and Jurisdiction: These Terms of Use will be governed by and construed and enforced in accordance with the laws of the State of New York, without reference to conflict of laws principles. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts in the State of New York with regard to any dispute arising out of or relating to these Terms of Use.
    2. Injunctive Relief: You acknowledge and agree that a breach of some of Your obligations herein may cause substantial harm to Headout, which could not be remedied by payment of damages alone. Accordingly, You hereby agree that Headout will be entitled to seek preliminary and permanent injunctive relief, without a requirement to post a bond, in any jurisdiction where damage may occur, in addition to all other remedies available to it for any such breach.
    3. Assignment; Binding Effect: You shall not assign or delegate these Terms of Use or any of Your rights, or duties under these Terms of Use without the prior written consent of Headout, and any purported assignment shall be void and of no force or effect. Headout may freely assign or delegate these Terms of Use or any of its licenses, rights, or duties hereunder at Headout's sole discretion. These Terms of Use will be binding upon and inure to the benefit of Headout, its successors, and permitted assigns.
    4. Partial Invalidity: If any provision of these Terms of Use is held to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions will, nevertheless, remain in full force and effect, and such provision will be reformed in a manner to effectuate the original intent of the provision in the form it was incorporated into these Terms of Use. If such reformation is not possible in a manner that is enforceable, then such term will be severed from the remaining terms, and the remaining terms will remain in effect.
    5. No waiver: No waiver of any term or condition of these Terms of Use will be valid or binding on Headout unless the same has been assented to in writing by an officer of Headout. Headout's failure to enforce at any time any of the provisions of these Terms of Use, or the failure to require at any time performance by You of any of the provisions of these Terms of Use, will in no way be construed to be a present or future waiver of such provisions, nor in any way affect Headout's ability to enforce each and every such provision thereafter.
    6. Entire Agreement: Between You and Headout, these Terms of Use set forth the entire agreement and understanding relating to the subject matter herein and supersede all prior and contemporaneous communications, representations, discussions, and agreements concerning such subject matter.
    7. In the event of any inconsistency or conflict between the English version of these Terms of Use and any translation, the English version shall prevail and be the governing document for all purposes.