Terms & Conditions
NORTAP TECHNOLOGY INC. dba LEAP EVENT TECHNOLOGY
COMPANY’S STANDARD TICKETING TERMS & CONDITIONS (AS OF January 10, 2025)
Last Updated: January 10,2025
This Standard Ticketing Terms and Conditions (“T&Cs”) apply to event organizers (“Clients”) who use Nortap Technology, Inc. dba Leap Event Technology’s (“Company”) Professional Event Ticketing (f/k/a ShowClix) and/or Leap Conventions (f/k/a GrowTix) ticketing platforms and websites to sell and/or distribute event tickets, registrations, products or merchandise. These T&Cs form a part of, and are incorporated into, the Ticketing Services Agreement by reference. The Ticketing Services Agreement and these T&Cs shall collectively be referred to herein as this “Agreement.” Company and Client may be referred to herein individually as a “Party” or collectively as the “Parties.”
Capitalized terms, not otherwise defined herein, shall have the meaning attributed thereto in the Ticketing Services Agreement.
1. Optional Services and Related Fees. (a) Credit Card Processing Fees: Where Client processes transactions using Company’s merchant account, a processing fee as specified in the Agreement between Client and Company will apply to any and all transactions made using the Platform, including but not limited to ticket sales, ticket refunds, donations, product or merchandise sales, service fees, CSFs (as defined below) or any other financial transaction. (b) Custom Seller Fee: Client may use the Custom Seller Fee (“CSF”) feature to collect additional fees from consumers at the time of checkout. Client acknowledges and agrees that certain jurisdictions have laws that may be interpreted to prohibit retailers from not including all required fees or charges when advertising or listing a price for a good or a service or imposing new fees for the first time at checkout, and that Client assumes any and all legal risk with the decision to set and implement the CSF and to ensure that any such CSF is in compliance with all applicable laws, including the Fee Disclosure Laws (as defined below). CSF settlements will be issued on the same schedule as Client’s ticket sales settlements, as outlined in the Ticketing Services Agreement. (c) Additional Features: Company may add new additional features and functionality from time-to-time. The use of these new features may incur additional fees and/or modification to the existing fee structure outlined in the Ticketing Services Agreement. All new fees or modification of existing fees that relate to the use of additional features and functionality will be presented to Client and require Client’s online electronic acceptance and/or an additional written consent (which may be via email) prior to activation.
2. Ticket Allocations. Client is solely responsible for accurately maintaining the number of tickets available for sale through the Site. Company will not be responsible in any way for over-selling Events (e.g., selling tickets in excess of the venue’s capacity, where applicable, or in excess of the number of tickets Client intended to allocate to the Site). Client agrees to indemnify Company for any and all costs, expenses and losses incurred by Company due to over-selling Events, and Company will be entitled to deduct such amounts from settlements.
3. Purchaser Data/Opt-Outs. Each of Client and Company has rights to and shall respectively independently own Personal Data with respect to persons who purchased tickets to Client’s Events through Company and the Services or who otherwise interacted with the Services (such individual referred to as “Purchaser” and such data referred to as “Purchaser Data”) that such party (whether Client or Company) respectively collect pursuant to its own privacy notice or independent relationship with the persons purchasing tickets or interacting with the Services. “Personal Data” as used herein shall refer to any information relating to an identified or identifiable natural person. Company retains all right, title, and ownership over any data (including, without limitation, personally identifiable information) that Company collects by any means regardless of whether such data is redundant or also considered Purchaser Data, and Company may use such data for Company’s own, independent purposes, including, without limitation, for Company’s independent marketing purposes, internal benchmarking, and to make improvements to the Services. Client represents and warrants that it will only access, use, and disclose the Purchaser Data in compliance with all applicable laws, rules, regulations, and administrative rulings (including, without limitation, all data protection and marketing laws) and in accordance with Company’s publicly available privacy notice and Client’s own posted privacy notices. Client further represents and warrants that it shall (i) have, at all times, a publicly available privacy notice compliant with all applicable laws, rules, regulations and administrative rules; and (ii) otherwise obtain all such consents and provide all such notices as necessary for Client’s own, independent collection, use, and disclosure of Purchaser Data. Company also requires that Client include in any email communications that Client may make based on the Purchaser Data a mechanism to provide the recipient with the right to opt-out from receiving further communications from Client and that Client honor such opt-out preferences. Notwithstanding anything to the contrary, Company will retain sole right in any other data that Company collects by any means under its own privacy notice, including, without limitation, such data that may be redundant to Purchaser Data.
4. Canceled Events and Refunds. All ticket sales are final unless Client’s event is canceled. If Client’s event is canceled for any reason and a complete refund must be issued to all Purchasers, Client must inform Company of the cancellation as early as possible prior to the Event start time and immediately provide Company funds sufficient to make all necessary refunds. Immediately upon Client notifying Company of such cancellation, Company has the right to debit Client’s bank account(s) for the balance of the total amount of all refunds due and any other amounts owed to any and all Purchasers, minus any settlement payments (if any) due and owing to Client at that time. From such debited amount, Company will refund Purchasers the ticket face value, minus any applicable Fees in accordance with Section 4.2 of the Ticketing Services Agreement. It is agreed and understood that Company is the ticketing agent of Client and therefore Company’s obligation to make any refunds is subject to and limited by Company holding or receiving from Client the full amount of funds necessary to make refunds to any and all Purchasers entitled to a refund due to cancellation of Client’s event. Notwithstanding, Client may authorize Company to issue refunds for any other reason, at Client’s own discretion, and in such event, Company may deduct the amounts of such refunds from any settlements. If settlements are insufficient, Client shall promptly provide Company sufficient funds to make refunds. Company is not obligated to issue such refunds until sufficient funds are provided or made available by Client. Client agrees that Company shall be entitled to retain all Fees assessed in accordance with Section 4.2 of the Ticketing Services Agreement with respect to the initial sale of the refunded tickets.
5. Chargebacks, Insurance. Client is responsible for any Chargebacks that Company receives from its merchant bank in connection with Client’s Events. Company reserves the right to deduct Chargebacks from settlements or to charge the Chargebacks to Client’s bank account. For purposes of this Agreement, “Chargebacks” shall mean the amounts that the merchant bank is charged back by a cardholder or a card issuer under the card organization’s rules (e.g., cardholder dispute, fraud, declined transaction, returned tickets for canceled events, etc.). Company will charge Client a $15.00 fee per lost Chargeback to cover associated card fees. In the case where Client is responsible for payment processing using Client’s own merchant account, Client has sole responsibility for any Chargeback(s) it may receive. In order to mitigate potential Chargebacks, Company may offer optional ticket protection to consumers at time of purchase. All disputed Chargebacks will be settled in accordance with Section 6 of the Ticketing Services Agreement.
6. Event Restrictions. When submitting Events to the Platform, it is Client’s responsibility to provide any restrictions associated with said Events. Events that require a restriction for admission, including, but not limited to, age, school or organizational affiliation, hardware or software requirements, or other characteristics, must be clearly stated by Client upon submission to the Platform. It is Client’s responsibility to ensure that said restriction is lawful and does not violate any federal, state, or local laws prior to submitting Events to Company.
7. Marks and Intellectual Property; Advertising and Linking. (a) Each Party shall own and retain all right, title, and interest in its trade names, logos, trademarks, service marks, trade dress, internet domain names, copyrights, patents, and trade secrets and content currently used, or which may be developed and/or used in the future. (b) All ownership rights, title, and interest in and to Company’s services, materials and any and all intellectual property rights (including the Platform) will remain with and belong exclusively to Company. Company reserves all rights not expressly granted to Client herein. (c) Client may include the Company logo or Site address in all forms of online and offline advertising, mailings, commercials, radio spots, or brochures that Client creates or controls. In addition, Client may display the Company logo on its website to provide a hyperlink to Company’s Site with a call to action such as “Buy Tickets.” (d) Client grants Company a limited right to use Client’s name, logo, and/trademark for providing services pursuant to the Agreement and for advertising, publicity, press releases and/or materials distributed to prospective customers.
8. Taxes. Client is solely responsible for submission, determination and payment of any applicable federal, state, and/or local taxes. For example, some states may charge an amusement or other tax on certain types of Events. It is Client’s responsibility to know if any applicable laws apply and to adjust the ticket price accordingly to account for payment of these taxes. Client agrees to pay any and all sales taxes due and owing as a result of an audit liability/assessment of Company.
9. Access; Safeguards. Client understands and agrees that the Platform and the Site may, at times, be inaccessible or inoperable for any reason, including, but not limited to: (i) equipment or communications malfunctions; (ii) periodic maintenance, downtime, repairs, or administrative reviews which we may undertake from time-to-time; or (iii) causes beyond our control or which are not reasonably foreseeable by Company. Company provides no representation, warranty or guaranty with respect to the accessibility of the Platform and the Site. Client has established and shall at all times during the Term maintain and comply with, reasonable administrative, organizational, technical, and physical controls that prevent the Platform and Site from being accessed or used in any manner in violation of any applicable terms or other agreements between Company and Purchasers (including in violation of any prohibitions or use restrictions contained therein, such as prohibitions on copying the Site or any of its content). Client shall immediately notify Company in writing upon becoming aware of any such conduct or activity. In addition to Client’s other indemnification obligations below, Client hereby agrees to indemnify, defend, and hold harmless Company and its affiliates from and against any claims, actions, judgements, demands, losses, liabilities, fines, penalties, settlements, costs, and expenses (including reasonable attorneys’ fees) incurred by the Company Indemnitees (as defined below) as a result of or in connection with any such conduct or activity.
10. Representations and Warranties.
10.1 Each Party to the Agreement represents, warrants and covenants to the other that: (a) it is duly organized and in good standing under the laws of its state or jurisdiction of organization and has the requisite power to enter into and perform the Agreement; (b) the Agreement has been duly authorized, executed and delivered by it and constitutes a valid, legal and binding agreement, enforceable in accordance with its terms; (c) the entering into and performance of the Agreement will not violate any judgment, order, law, regulation or agreement applicable to such party or any provision of such party’s charter or bylaws, or violate the rights of any third party, or result in any breach of, or constitute a default under, any other agreement to which they are a party, including, without limitation, any agreement of Client’s for the sale or other disposition of tickets for an Event; (d) it is free to enter into and perform the Agreement, and is under no disability, restriction or prohibition, whether contractual or otherwise, with respect to its right to execute the Agreement and perform its obligations under the Agreement; (e) it will post on its website, and at all times, have a publicly available privacy policy that complies with all applicable laws, rules, regulations and administrative rules; and (f) the individual executing the Agreement, and whose signature appears on the Ticketing Services Agreement is empowered to execute the Agreement.
10.2 Company represents, warrants and covenants to Client that: (a) Company has sufficient rights to use and license the Platform and all elements thereof as contemplated herein; (b) the operation of the Platform will be undertaken in a manner reasonably adequate for the performance of Company’s obligations under the Agreement. Neither occasional short-term interruptions of service, which are not unreasonable under comparable industry standards, nor interruptions of service resulting from events or circumstances beyond Company’s reasonable control, shall be cause for any liability or claim against Company hereunder, nor shall any such occasion render Company in breach or default under the Agreement; (c) CLIENT SHOULD NOTE THAT IN USING THE PLATFORM, CLIENT INFORMATION WILL TRAVEL THROUGH THIRD PARTY INFRASTRUCTURES WHICH ARE NOT UNDER COMPANY’S CONTROL. COMPANY MAKES NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD PARTY INFRASTRUCTURES. THIRD PARTY INFRASTRUCTURES MAY BE BASED IN OR TRAVEL THROUGH THE UNITED STATES OF AMERICA.
10.3. Client represents, warrants and covenants to Company that: (a) Client has agreements to use each venue at which any of its Events are held with respect to in-person events and is duly authorized to execute and deliver the Agreement and to schedule and present Events at the venue(s) and/or utilize the Platform, as applicable; (b) there is no existing agreement or understanding between Client, and/or any venue or any venue’s owner or operators and any third party respecting the sale of tickets for any Event held at any venue, or other agreement entered into by Client, that would invalidate or contradict with the Agreement; (c) the number of tickets put on sale for each Event does not and will not exceed legal, fire, or other restrictions of the venue or of governmental agencies or laws. Client is solely responsible for maintaining ticket allocations within legal limits and Company will not be responsible in any way for the over-selling of an Event; (d) Client will access, use, and disclose Purchaser Data in compliance with all applicable laws, rules, regulations and administrative rulings and in accordance with Company’s privacy notice and Client’s own posted privacy notices; (e) without limiting the generality of Section 10.3(d), in any email communication based on Purchaser Data, Client will provide a mechanism that allows the recipient the right to opt-out from receiving further communications from Client and Client will honor such opt-out preferences; (f) Client will clearly state any restrictions associated with an Event upon submission to Company and such restrictions will not violate any federal, state, or local laws; (g) Client has all rights, licenses and permits necessary, if any, for it to promote, host and hold the Event, and Client’s Event, any promotion thereof, and any materials, images or intellectual property uploaded to the Platform by Client or on Client’s behalf, does not and will not infringe, violate or misappropriate the intellectual property rights or proprietary rights of any third party; (h) Client will provide clear, conspicuous and accurate fee disclosures when advertising, displaying, offering and posting the price for tickets to an Event, products or merchandise on the Platform and on Client’s own website. These disclosures will include, but are not limited to, the total price of the ticket, product or merchandise, any applicable taxes, fees or surcharges, and any additional costs. Client is solely responsible for any error in advertising, displaying, offering and posting the price of the ticket, including any incorrect prices. (i) Client will comply with all applicable laws, rules and regulations regarding fee disclosures, including but not limited to, Minnesota House Bill HF 3438, amended Minn. Stat. § 325D.44, California S.B. 478, amended California Civil Code §§ 1750, et seq.; New York Arts and Cultural Affairs Law § 25.07; and Federal Trade Commission Rule on Unfair or Deceptive Fees 16 CFR § 464, et seq, (the “Fee Disclosure Laws”). Client shall be solely responsible for the setting of all fees (including any CSFs) in accordance with such Fee Disclosure Laws, and is responsible for consulting with counsel prior to setting or charging any fees to ensure compliance with Fee Disclosure Laws; (j) Client will obtain all such consents and provide all such notices as necessary for Client’s own, independent collection, use, and disclosure of Purchaser Data; (k) in connection with the services hereunder, Client will comply will all applicable laws, rules and regulations affecting this Agreement (including, but not limited to, marketing, consumer, data protection and privacy laws).
11. Misrepresentation of Events. Events must be accurately and truthfully described when Client submits Event listings to the Platform. If Company discovers and determines, in its sole discretion, that Client misrepresented an Event, Company will cancel the Event and a refund will be issued to Purchasers. If Company determines that Client repeatedly engages in the conduct described in this section, Client’s account will be terminated, and any other Events submitted by Client will be canceled.
12. Technical Support. Company will provide support in dealing with any difficulties which may arise in connection with Client’s use of the Company’s Platform or Site. Company attempts to provide such support in a timely manner but cannot guarantee to respond to your inquiry by a particular time. For support requests, Client should contact the relevant Platform technical support team: • Leap Professional Event Ticketing: [email protected] • Leap’s Professional Event Ticketing Toll-Free Number: 1-888-718-4253, opt. #3 • Leap Conventions: [email protected] (formerly [email protected])/.
13. Security and Compliance. Company will take reasonable measures to maintain Client’s data in a secure manner. Company will provide Client with credentials that allow Clients to add, modify, or update its data. Client will be solely responsible for the confidentiality of its credentials and for any authorized or unauthorized access to the Platform by any person using Client’s credentials. Client agrees to notify Company immediately of any unauthorized use of its credentials or any other breach of security discovered by Client. Company is responsible for maintaining PCI-DSS Compliance. Upon request, Company will provide Client with an up-to-date Attestation of Compliance. Client may still be required to obtain their own PCI-DSS Attestation of Compliance and reference Company as a Service Provider. Client should consult with their bank for further guidance.
14. Disclaimer of Warranties. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SERVICES, PLATFORM AND SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, BUT NOT LIMITED TO: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE; (B) THAT THE PLATFORM, SITE OR THE SERVICE PROVIDED BY COMPANY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS; (C) THAT THE PLATFORM AND SITE WILL BE SECURE, UNINTERRUPTED, ACCESSIBLE, OR ERROR-FREE; (D) THAT ANY INFORMATION OR MATERIAL OBTAINED FROM THE PLATFORM AND SITE WILL BE ACCURATE, RELIABLE, COMPLETE, OR FREE FROM VIRUSES OR OTHER FORMS OF MALICIOUS OR DESTRUCTIVE CODE; (E) ADVERTISING AND OTHER SERVICES; AND (F) NONINFRINGEMENT. USE OF THE SERVICE IS AT CLIENT’S SOLE RISK. NO ADVICE OR INFORMATION OBTAINED BY CLIENT FROM COMPANY, WHETHER IN ORAL, WRITTEN, OR ELECTRONIC FORM, RELATING TO CLIENT’S USE OF THE SERVICES, PLATFORM AND SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
15. Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE TO CLIENT OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING CLAIMS FOR LOSS OF INCOME, LOSS OF OPPORTUNITY OR PROFITS, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE SITE, THE PLATFORM OR THE SERVICES, OR THE INTERNET GENERALLY, INCLUDING, BUT NOT LIMITED TO: (A) CLIENT’S USE OR INABILITY TO USE THE PLATFORM OR SITE; (B) ANY CHANGES TO OR INACCESSIBILITY OF THE PLATFORM OR SITE; (C) ANY DELAY, FAILURE, UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY TRANSMISSION OR DATA; (D) ANY MATERIAL OR DATA TRANSMITTED OR RECEIVED OR NOT TRANSMITTED OR RECEIVED; AND (E) ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE PLATFORM OR SITE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE. SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES; THUS, THIS LIMITATION OF LIABILITY MAY NOT APPLY TO CLIENT. TO THE EXTENT PERMITTED BY LAW, CLIENT’S SOLE AND EXCLUSIVE REMEDY WILL BE LIMITED TO THE TOTAL FEES AND CHARGES PAID BY CLIENT TO COMPANY IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND WILL NOT EXCEED THAT AMOUNT. THIS LIMITATION WILL APPLY EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. COMPANY AND CLIENT ACKNOWLEDGE THAT THE FEES REFLECT THIS ALLOCATION OF RISK. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO DAMAGES ARISING OUT OF COMPANY’S WILLFUL MISCONDUCT OR FRAUDULENT ACTION.
16. Indemnification.
16.1 Indemnification by Client. Client, at its own cost and expense, shall indemnify, defend, and hold harmless, Company, its Affiliates, and their respective successors, assigns, officers, directors, employees, members, managers, contractors, representatives and agents (collectively “Company’s Indemnities”) from and against any and all claims, judgements, damages, actions, losses, fines, penalties, settlements, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees), foreseen or unforeseen, of any kind, (“Claims”), imposed on, incurred by, or asserted against Company’s Indemnities arising from, relating to, occurring as a result of, or in connection with, (a) any Event of Default (as defined below) under the Agreement by Client; (b) any Event or venue, including but not limited to physical damage, personal harm, illness, injury, or death incurred in connection therewith; (c) any cancellation, postponement, rescheduling, or delay of an Event; (d) Client’s failure to allocate a sufficient number of tickets for an Event or overselling an Event; (e) any use of the Platform by Client in violation of these T&Cs; (f) any use or attempted use by a Purchaser of counterfeit tickets; (g) Client’s use of any Purchaser’s profile information or communication with any Purchaser; (h) Client’s violation of any applicable laws, rules, or regulations (including, without limitation, applicable marketing, consumer, data protection, privacy, and any Fee Disclosure Laws); (i) Client’s failure to state restrictions associated with an Event or restrictions for any Event violates federal, state, or local laws; (j) any access, use, and disclose of Purchaser Data not in compliance with applicable laws, rules, regulations and administrative rulings and in accordance with Company’s Privacy Policies and Client’s own posted privacy policies; (k) Client’s failure to provide a mechanism that allows recipients of Client’s email communications the right to opt-out from receiving further communications from Client, or lack of compliance with opt-out request; (l) any allegation that the Event or any portion thereof (or the streaming of the Event or any portion thereof by Company or any of Company’s Indemnities), or any materials, images or intellectual property uploaded to the Platform by Client or on Client’s behalf, infringes, violates or misappropriates any third party’s patent, copyright, trademark, trade secret or other intellectual property or proprietary right; (m) Client’s failure to provide fee disclosures to consumers in compliance with any Fee Disclosure Laws; (n) Client’s unauthorized, unlicensed, and unpermitted use of the Platform outside the purpose, scope, or manner authorized by the Ticketing Services Agreement or these T&Cs; (o) Client’s unauthorized, unlicensed, and unpermitted modification of the Platform without Company’s knowledge or consent; (p) Client’s breach of a representation, warranty or covenant under the Agreement; (q) any breach of Client’s obligations under Section 19 (Confidentiality and Non-Disclosure); (r) Client’s gross negligence, willful misconduct or intentional or wrongful misconduct; and (s) Client’s failure to comply with its obligations under any Data Protection Agreement (if entered into); except to the extent that any such Claim under subsections (a) through (s) arises from or relates to Company’s gross negligence or willful misconduct with respect thereto. The term “Affiliate” means any person or entity controlling, controlled by, or under common control with a stated party.
16.2 Indemnification by Company. Company, at its own cost and expense, shall indemnify, defend and hold harmless, Client, its Affiliates, and their respective successors, assigns, officers, directors, employee, members, managers, contractors, representatives and agents (collectively “Client’s Indemnities”) from and against any and all Claims, imposed on, incurred by, or asserted against Client’s Indemnities arising from, relating to, occurring as a result of, or in connection with (a) any Event of Default (as defined below) under the Agreement by Company; or (b) any alleged infringement, violation or misappropriation of any third party’s patents, copyrights, trademarks, trade secrets or other intellectual property or proprietary rights asserted against Client Indemnities with respect to Client’s authorized use of the Platform (“Infringement Claim”), except to the extent any such Claim under subsections (a) or (b) arises from or relates to Client’s gross negligence or willful misconduct, Client’s unauthorized, unlicensed, and unpermitted modification of the Platform without Company’s knowledge or consent, or Client’s unauthorized, unlicensed and unpermitted use of the Platform outside the purpose, scope, or manner authorized under the Agreement with respect thereto.
16.3 In the defense or settlement of any Infringement Claim, Company may, at its sole option, discretion and expense: (a) procure for Client Indemnitees a license to continue using the Platform; (b) replace or modify the allegedly infringing technology to avoid the infringement; or (c) if the foregoing options are not commercially feasible in Company’s sole judgment, terminate the Agreement and refund any prepaid, unused fees as of the date of termination. The foregoing states Company’s sole and exclusive liability, and Client’s sole and exclusive remedy, for the actual or alleged infringement, violation or misappropriation of any third party intellectual property or proprietary right by the Client’s use of the Platform.
16.4 Notice and Procedure. The indemnified Party shall promptly provide the indemnifying Party with written notice of any Claim for which it seeks indemnification hereunder, and the indemnifying party shall assume the defense thereof; provided, however, that failure or delay by the indemnified Party to provide such notice will not release the indemnifying Party from any of its indemnity obligations hereunder except to the extent the indemnifying Party’s ability to defend such Claim is materially and adversely prejudiced by such failure or delay. The indemnifying Party shall control the defense and settlement of any Claim, provided indemnifying Party shall not agree to any settlement agreement that would be binding on the indemnified Party or involves making an admission of guilt or wrongdoing, without the indemnified Party’s written consent, which shall not be unreasonably withheld. The indemnified Party may participate in the defense of settlement at its option and in its sole discretion and expense.
16.5 Additional Requirements. Company shall be named as additional insured or additional loss payee, as appropriate, on all liability and property insurance of Client and such policies shall contain such additional endorsements as shall be reasonably required by Company.
17. Termination. The Agreement may be terminated by either Party in the event of any material default in or material breach of the terms and conditions of the Agreement by the other Party, after the other Party has received written notice of default and thirty (30) business days (or ten (10) business days, in the case of a monetary default) to cure such default (each such occurrence, after the expiration of such cure period, shall be an “Event of Default”); or the filing of any voluntary or involuntary petition against the other Party under the bankruptcy or insolvency laws of any applicable jurisdiction, which petition is not dismissed within sixty (60) days of filing, or upon any appointment of a receiver for all or any portion of the other Party’s business, or any assignment of all or substantially all of the assets of such other Party for the benefit of creditors.
18. Independent Contractors. Company and Client are and will be independent contractors and neither Party by virtue of the Agreement will have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other.
19. Confidentiality and Non-Disclosure. For purposes of this Agreement “Confidential Information” means any know-hows, trade secrets, confidential, non-public and proprietary information in any form, which is designated “Confidential,” or “Proprietary,” or bears some similar designation or which a reasonable person knows or should know is confidential under the circumstances. Client understands and acknowledges that Company is the owner of valuable Confidential Information and acknowledges that the Services which Company perform involve the furnishing of Confidential Information to Client including, but not limited to sales, pricing, business strategy, product plans, products, services, customers, software, processes, and financial information, and that the goodwill of the Company depends, in part, upon Client keeping such information confidential. Client agrees to use the same degree of care to protect Company Confidential Information from unauthorized use, access or disclosure and to implement security measures to keep said information confidential as it uses to protect its own confidential information, but in no circumstances less that reasonable care. Except pursuant to court order, government agency request, law enforcement request or under a procedure for discovery in any court or governmental proceeding, Client agrees to not disclose, distribute, sell, license, transmit, or disseminate any Confidential Information to any other party or permit or cause any unauthorized party to disclose, examine, and/or reproduce any reports, documents, transmissions, or data containing Confidential Information prepared or owned by Company. If Client is requested or required to disclose Confidential Information pursuant to legal or governmental proceedings, Client will promptly notify Company so that it may seek a protective order, prepare a response to said proceedings, or seek other legal remedies.
20. Dispute Resolution. The Parties will attempt to settle any claim or controversy arising out of this Agreement through consultation and negotiation in good faith in a spirit of mutual cooperation. If those attempts fail, then the dispute may be mediated by a mutually accepted mediator to be chosen by the Parties within forty-five (45) days after written notice by either Party to the other demanding mediation. No Party may unreasonably withhold consent to the selection of a mediator. The Parties will share the cost of the mediation equally. By mutual agreement, the Parties may postpone mediation until some specified but limited discovery about the dispute has been completed. The Parties may also agree to replace mediation with some other form of alternative dispute resolution. Any dispute which cannot be resolved by the Parties through negotiation, mediation or other form of agreed alternative dispute resolution within one hundred and twenty (120) days following the date of the initial demand for it by one of the Parties may then be submitted to the courts for resolution. Nothing in this section will prevent a Party from resorting to judicial proceedings if: (a) good faith efforts to resolve the dispute under these procedures have been unsuccessful; (b) interim, injunctive or other equitable relief from a court is necessary to prevent serious and irreparable injury to one Party or to other; or (c) litigation is required to be filed prior to the running of the applicable statute of limitations. The use of any alternative dispute resolution procedure will not be construed under the doctrine of laches, waiver or estoppel to affect adversely the rights of either party. All of the above alternative dispute resolution procedures shall be confidential.
21. Modification and Amendment of T&Cs. Company has the right, at any time, to add to or modify or amend these T&Cs by publishing them on Company’s website. For any material amendments or modifications, as determined by Company in its good faith discretion, such amendments or modifications shall be valid immediately upon Company delivering such amended T&Cs to Client by email at the address provided to Company by Client.
22. Force Majeure. If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any earthquake, flood, fire, or other natural disaster, riot, pandemic, terrorism, war, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either Party, that Party will be excused to the extent that it is prevented, hindered, or delayed by such causes.
23. Severability. If any one or more of the provisions contained in this Agreement will for any reason be found to be invalid, illegal, or unenforceable in any respect, said finding will not affect the remaining provisions of this Agreement, which will be enforceable to the fullest extent permitted by law.
24. Governing Law and Forum. This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws of that or any other jurisdiction. Each Party hereby consents and voluntarily submits to exclusive personal jurisdiction and venue by and in the state courts of the State of Delaware.
25. Attorney’s Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret any of the terms of this Agreement, the prevailing party will be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.
26. Notice. Except as provided herein, all notices relating to the Platform and Site, Client’s use thereof and/or this Agreement sent by either Party will be deemed delivered when sent via email to the other Party’s last known email address.
27. Remedies. In order to avoid irreparable injury to Company, in the Event of any breach or threatened breach by Client of the provisions of this Agreement, Company will be entitled to an injunction and/or other equitable relief restraining such breach. Nothing in this Agreement will be construed as prohibiting Company from pursuing any other remedies available to us for such breach or threatened breach, including the recovery of monetary damages from Client.
28. Assignment. Neither Party shall assign, transfer, sublicense, or sub-contract any of its rights, duties or obligations, in whole or in part, under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld by the nonassigning Party; provided, that Company shall be permitted to assign this Agreement without Client’s prior written consent to the purchaser of all or substantially all of the Company’s assets. Any attempt by either Party to assign or transfer any of the rights, duties or obligations of this Agreement in violation of the foregoing shall be void.
29. Headings and Order. The headings and sequential order of the sections contained in this Agreement are for convenience only and will have no substantive or procedural effects in construing the provisions of this Agreement.
30. Conflict. In the event of any conflict or inconsistency between provisions or components of this Agreement, as may be amended from time to time, the order of precedence shall be: (a) the Ticketing Services Agreement, and (b) these T&Cs.
