Updated April 24th, 2019
THIS IS A BINDING LEGAL AGREEMENT. PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE CAREFULLY BEFORE USING THE SERVICE. THIS AGREEMENT CONTAINS MANDATORY ARBITRATION, PROHIBITS CLAIMS AFTER TWO YEARS AND REQUIRES ALL LAWSUITS TO BE BROUGHT IN ONTARIO, CANADA.
The terms and conditions, together with all updates, supplements, additional terms and any of EzTix’s rules and policies (collectively, the “Agreement”) are applicable to the EzTix’s website, EzTix.com, including any versions optimized for viewing on a mobile device or any version that is made available on a third-party website with EzTix’s authorization; EzTix call center; and all other interactive features, services, and communications provided by EzTix (the “Service”), however accessed or used, that are operated by us, made available by us, or produced and maintained by EzTix Event Ticketing Inc. (collectively “EzTix” or “we”, “us”, or “our”). This Agreement is applicable to any individuals that use our service, including but not limited to entities that create a listing via the Service for their product or service (a “Partner”), third-parties that place bookings on behalf of particular Partners (a “Booking Agent”), and individual consumers that use the Service, directly or indirectly, in any fashion, including to request a booking with a Partner (a “Guest”) (collectively “you” or “your”).
BY ACCESSING OUR WEBSITE OR USING OUR SERVICE, YOU ARE ACCEPTING THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE SERVICE OR ACCESS OUR WEBSITE. WE RESERVE THE RIGHT TO MODIFY OR AMEND THIS AGREEMENT FROM TIME TO TIME WITHOUT NOTICE. YOUR CONTINUED USE OF OUR SERVICE FOLLOWING THE POSTING OF CHANGES TO THIS AGREEMENT WILL MEAN YOU ACCEPT THOSE CHANGES. UNLESS WE PROVIDE YOU WITH SPECIFIC NOTICE, NO CHANGES TO THIS AGREEMENT WILL APPLY RETROACTIVELY.
YOU ACKNOWLEDGE AND AGREE THAT EZTIX IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN PARTNERS AND GUESTS, HAS NO CONTROL OVER THE CONDUCT OF THE PARTNERS OR THEIR SERVICES, AND DISCLAIMS ANY AND ALL LIABILITY ASSOCIATED WITH THE USE OF PARTNERS’ SERVICES.
- How the Service Works. The Service can be used to facilitate the listing of Partner’s services and the booking of said services by Guests. EzTix makes available a platform for Guests and Partners to meet online and make a booking related to Partner’s services (a “Booking”). EzTix is not an owner or operator of the Partner, nor is it a Partner of the underlying activities, classes, events or tours, and EzTix does not own, sell, furnish, provide, rent, manage or control Partner’s products and services. EzTix’s responsibilities are limited to: (a) facilitating the availability of our Service to make Bookings and (b) serving as the limited agent of each Partner for the purpose of accepting payments from Guests on behalf of the Partner.
- As a condition of your use of this Service, you warrant that (a) you are 16 years old or older if you are a Guest and 18 years old or older if you are a Partner or Booking Agent’s representative ; (b) you possess the legal authority to create a binding legal obligation; (c) you will use this Service in accordance with this Agreement; (d) you will only use this Service to make legitimate listing and/or Bookings for you or for another person for whom you are legally authorized to act; (e) you will not make any speculative, false or fraudulent listings or Bookings; (f) you will inform such other persons about the terms and conditions that apply to the Bookings, including all applicable rules and restrictions, and obtain their agreement to be bound by the terms and conditions; (g) all information supplied by you is true, accurate, current and complete, (h) you will not use the Service to find a Partner or Guest and then complete the transaction independent of the Service, attempt to circumvent any obligation to pay any fee to EzTix, or make any Bookings in the anticipation of demand, and (i) if you have a EzTix.com account, you will safeguard your account information and will be responsible for any use of your account by you and anyone other than you.YOU ACKNOWLEDGE THAT EZTIX DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS OR BOOKING AND MAKES NO REPRESENTATIONS OR GUARANTEES ABOUT THE CONDITION, LEGALITY OR SUITABILITY OF ANY PRODUCT AND SERVICES OFFERED BY PARTNER. EZTIX IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS, BOOKINGS AND PARTNER’S PRODUCTS AND SERVICES. THE USE OF PARTNER’S PRODUCTS AND SERVICES IS AT THE GUEST’S OWN RISK.The Partners, not EzTix, are solely responsible for honoring any Bookings and making available any product and services reserved through our Service. You agree and understand that you may be required to enter into an agreement with the Partner and that your Booking is contingent upon you agreeing to accept any terms, conditions, rules and restrictions imposed by the Partner. You acknowledge and agree that you, and not EzTix, will be responsible for performing the obligations of any such agreements and that EzTix is not a party to such agreements.
- Account Creation and Security. In consideration of your access or use of the Service, you will: provide true, accurate, current and complete information about yourself and your business as prompted by the Service’ settings and item information page (such information being the “Registration Data”) and maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or EzTix has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, EzTix has the right to suspend or terminate your account and refuse any or all future use of the Service.Account Security. You are entirely responsible for the security and confidentiality of your username and password. Furthermore, you are entirely responsible for any and all activities that occur under your account, including activities performed by authorized users and other third-parties. You will not share your username and password with any third party or permit any third party to log-on to the Service using your account information. If you share your username and password with any third party, permit them to log-on to or otherwise use the Service using your account information, or are negligent in maintaining the security of your username or password such that a third party gains access to your account, you assume all risks and losses and are responsible for any account activities by that third party, including but not limited to changes to your username, password, listings, Bookings or account settings, as if you performed such changes yourself. You agree to immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware.Authorized Users. Any individual identified in your Registration Data or that you later identify to us, including joint business owners or additional users, shall be deemed an authorized user of your EzTix.com account. You are responsible for all account activities by authorized users. You authorize us to give any authorized user information about your account, discuss your account with them and/or make changes to your account, according to the level of account access you give to an authorized user through the Services. Any disputes between you and any authorized user, or any other third-party to whom you have provided access to your account, including their control of the account, are solely between you and that third-party and EzTix has no responsibility or liability regarding such disputes.
- Property Damages. As a Guest, you acknowledge and agree that you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who you invite to, or otherwise provide access to, the Partner’s property or service. Both Guests and Partners agree to cooperate with and assist EzTix in good faith, and to provide EzTix with such information and take such actions as may be reasonably requested by EzTix, in connection with any complaints or claims or with respect to any investigation undertaken by EzTix or a representative of EzTix regarding use or abuse of the Service or violation of this Agreement.
- Payment; Fees.
Fees: In consideration for using the Service, you agree to pay the total amount included with the Booking, including any related charges, fees, deposits and taxes. You acknowledge that EzTix charges an additional fee to Guests based on the total booking cost and/or number of tickets purchased (the “Guest Fee”) and that EzTix may charge additional fees to Partners or Booking Agents. When applicable, taxes may also be charged. EzTix will charge the full cost of the booking plus the Guest Fee to Guest’s method of payment at the time that the Booking is submitted by the Guest. Please note that Partner, not EzTix, determines the Booking cost and is solely response for honoring any confirmed Bookings reserved through our Service. Further, you acknowledge and agree that EzTix is not responsible for any fees or charges from Guest’s financial institution associated with this transaction.Pre-authorization; Method of Payment: At the time that you make a Booking, you authorize EzTix, or a payment processor on its behalf, to (a) obtain a pre-authorization via your payment method for the total Booking value or (b) charge your payment method a nominal amount, not to exceed one US dollar ($1). You authorize EzTix, directly or indirectly via a third-party payment processor, to process your payment with the method of payment you select in the Booking and to collect the full amount of the Booking.Cancellations: The Partner’s cancellation policy will apply to any cancellation. Your ability to receive a refund for the booking and other amounts charged to you will depend upon the terms of the Partner’s cancellation policy and, in some cases, no refund may be issued. Except as provided herein, all bookings are non-refundable. Details regarding refunds and cancellation policies of the Partner are available in the listing or from the Partner. If a Partner cancels a confirmed Booking made via the Service, it is at the Partner’s discretion and the Partner’s responsibility to issue a refund for such Booking to the applicable Guest within a commercially reasonable time of the cancellation. Donations: Some Partners may choose to add the option for guests to make donations to a registered charity in which their organization supports. EzTix facilitates the collection and disbursement of those charitable donations on the Partner’s behalf. EzTix may only source donations for legally registered charities. EzTix is not a registered charity and is unable to issue tax receipts for any charitable donations made through our platform. For privacy reasons, EzTix also does not share or disclose the guest’s private information with the charities the guest’s choose to contribute to through our platform. To maintain GDPR and privacy compliance standards, EzTix will also not provide the guest’s private information with regards to charitable donations to the Partner organization. Should the guest wish to make a charitable donation through EzTix, the guest’s donation will be processed, minus a 5% processing fee which covers the internal administration of processing the donation. The remainder of the donation will be disbursed to the charity in regular intervals throughout the year (usually quarterly). The disbursement schedule will vary depending on the overall payment due from EzTix to the charity.
- Right to Cancel, Errors, Mistakes. The Service may contain technical inaccuracies and typographical or other errors in connection with information displayed, including without limitation rates, fee or availability related to your transaction. EzTix assumes no responsibility or liability for such errors, inaccuracies, or omissions. EzTix has the right to make changes, corrections or cancellations to such information or booking, at any time, including after confirmation of a transaction. EzTix is not responsible for communication failures, errors, difficulties, or other malfunctions or lost, stolen or misdirected transactions, transmissions, messages or entries on or in connection with our Service. The Service may not be continuously available due to maintenance or repairs or due to computer problems, disruptions in Internet service or other unforeseen circumstances.
- Copyright and Ownership. All of the content featured or displayed on the Service, including without limitation text, graphics, photographs, images, sound, and illustrations (“Content”), is owned by EzTix, its licensors, vendors, agents or its Content Partners. All elements of the Service, including without limitation the general design and the Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights. The Service may only be used for the intended purpose for which such Service is being made available. You are authorized to view, play, print and download copyrighted documents, audio and video found on our Service for personal, informational, and non-commercial purposes only. You may not modify any of the materials and you may not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information or work contained on the Service. The Service, its Content and all related rights shall remain the exclusive property of EzTix or its licensors unless otherwise expressly agreed. You will not remove any copyright, trademark or other proprietary notices from material found on the Service.We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to EzTix. We reserve the right to remove any material alleged to be infringing without prior notice and without liability to you. When appropriate, we will also terminate your account if you are determined to be a repeat infringer. If you believe that your copyrighted information has been used in a way that constitutes copyright infringement, please send a notice that complies with the requirements of the Digital Millennium Copyright Act to our designated agent at:EzTix Event Ticketing Inc.
Attn: Finance & Legal Team
258 – 171 E Liberty Street
Toronto, ON M6K 3P6
- Trademarks; No Endorsement. All trademarks and trade names of EzTix used in the Service (including but not limited to: EzTix’s name and logo; the Service’s name, design, and any logos) (collectively “Marks”) are trademarks of EzTix or its affiliates, partners, vendors or licensors. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify the Marks in any way, including in advertising or publicity pertaining to distribution of materials on the Service, without EzTix’s prior written consent. EzTix prohibits the use of the Marks as a “hot” link on or to any other website unless establishment of such a link is approved in advance. You shall not use EzTix’s name or any language, pictures or symbols which could, in EzTix’s judgment, imply EzTix’s endorsement in any written or oral advertising, presentation, brochure, newsletter, book, or other written material of whatever nature, without prior written consent.EzTix does not control any Partner or any product or service. You are responsible for determining the appropriateness and suitability of any prospective Guest, Booking Agent, Partner or any activity booked through this Service.
- Inappropriate Material. You are prohibited from using the Service to post or send any unlawful, threatening, defamatory, libelous, obscene, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, we may take any action we deem necessary to cure or prevent the violation. We may fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing us to disclose the identity of anyone inappropriately using the Service.
- Running or displaying the Service or any information or material displayed on the Service in frames or through similar means on another website without our prior written permission is prohibited. From time to time, the Service may contain links to websites that are not owned, operated or controlled by EzTix or its affiliates. All such links are provided solely as a convenience to you. If you use these links, you will leave the Service. Neither we nor any of our respective affiliates are responsible for any content, materials or other information located on or accessible from any other website. We do not endorse, guarantee, or make any representations or warranties regarding any other websites, services, or any other information located or accessible from any other websites or services. If you decide to access any other websites, you do so entirely at your own risk.
- Access and Interference. You agree that you will not use any robot, spider, scraper or other automated means to access the Service for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (iii) bypass any measures we may use to prevent or restrict access to the Service. We retain the right at our sole discretion to deny access to anyone to this Service, at any time and for any reason, including, but not limited to, for violation of this Agreement.
- General Representations and Warranties. You represent that you: if a Guest are 16 years old or older or if a Partner or Booking Agent’s representative 18 years old or older, have the right and authority to enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein, and your use of the Service is and will be in compliance with all applicable laws. In connection with information you submit, you affirm, represent and warrant the following: (i) you have obtained all consents and possess all copyright, patent, trademark, trade secret and any other proprietary rights, or the necessary licenses thereto, to grant the license in Section 7; (ii) if necessary you have the consent of each and every identifiable natural person to use such person’s name or likeness in the manner contemplated by the Service; (iii) you have read, understood, agree with, and will abide by the terms of this Agreement; (iv) you are not, and have not been an agent of EzTix and were not and are not acting on behalf of, or as a representative of EzTix; and (v) the submitted information and EzTix’s use thereof as contemplated by this Agreement will not infringe any rights of any third party, including but not limited to any intellectual property rights, privacy rights and rights of publicity.
- YOUR USE OF THIS SERVICE IS AT YOUR RISK. THE INFORMATION, MATERIALS AND SERVICE PROVIDED ON OR THROUGH THE SERVICE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER EZTIX, NOR ANY OF ITS AFFILIATES, SUPPLIERS, SERVICE PARTNERS OR LICENSORS WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS OR SERVICE PROVIDED ON OR THROUGH THE SERVICE. THE INFORMATION, MATERIALS AND SERVICE PROVIDED ON OR THROUGH THE SERVICE MAY BE OUT OF DATE, AND NEITHER EZTIX, NOR ANY OF ITS AFFILIATES MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS OR SERVICE. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM EZTIX OR THROUGH THE SERVICE, CONTENT AND SERVICE WILL NOT CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.THE PARTNERS AND ANY BOOKING AGENTS ON THIS SERVICE ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF THE EZTIX COMPANIES OR THE EZTIX AFFILIATES. THE EZTIX COMPANIES AND THE EZTIX AFFILIATES ARE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUCH SUPPLIERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM. THE EZTIX COMPANIES AND THE EZTIX AFFILIATES HAVE NO LIABILITY AND WILL MAKE NO REFUND IN THE EVENT OF ANY DELAY, CANCELLATION, OVERBOOKING, STRIKE, FORCE MAJEURE OR OTHER CAUSES BEYOND THEIR DIRECT CONTROL, AND THEY HAVE NO RESPONSIBILITY FOR ANY ADDITIONAL EXPENSE, OMISSIONS, DELAYS, RE-ROUTING OR ACTS OF ANY GOVERNMENT OR AUTHORITY. RATINGS DISPLAYED ON THIS SERVICE ARE INTENDED AS ONLY GENERAL GUIDELINES, AND THE EZTIX COMPANIES AND THE EZTIX AFFILIATES DO NOT GUARANTEE THE ACCURACY OF THE RATINGS. EZTIX, ITS AFFILIATES AND THEIR RESPECTIVE SUPPLIERS MAKE NO GUARANTEES ABOUT THE AVAILABILITY OF SPECIFIC PRODUCTS AND SERVICES.
- LIMITATIONS OF LIABILITY; LIMITATION ON TIME TO FILE CLAIMS. EzTix does not assume any responsibility for and is not liable for any damages to your computer, equipment or other property caused by or arising from your access to, use of, or browsing the Service, or your downloading of any information or materials from this Service. IN NO EVENT WILL EZTIX, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USING THE SERVICE, ANY WEBSITES OR APPLICATIONS LINKED TO THE SERVICE, OR THE MATERIALS, INFORMATION OR OTHER CONTENT CONTAINED ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, EZTIX’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.IN THE EVENT OF ANY PROBLEM WITH THE SERVICE, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SERVICE. IN THE EVENT OF ANY PROBLEM WITH THE PARTNER OR THE PARTNER’S SERVICE, YOU AGREE THAT YOUR SOLE REMEDY, IF ANY, IS FROM THAT PARTNER DIRECTLY AND THAT EZTIX IS NOT RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES INCURRED BY YOU AS A RESULT OF ANY DEALINGS WITH THE PARTNER. IN NO EVENT SHALL EZTIX’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED, IN THE AGGREGATE, THE GREATER OF (A) THE TOTAL COST YOU PAID TO EZTIX IN CONNECTION WITH SUCH TRANSACTION(S) OR (B) ONE HUNDRED DOLLARS (US $100.00).TO THE EXTENT ALLOWED BY APPLICABLE LAW, YOU AGREE THAT YOU WILL BRING ANY CLAIM OR CAUSE OF ACTION ARISING FROM OR RELATING TO YOUR ACCESS OR USE OF THIS SERVICE WITHIN TWO (2) YEARS FROM THE DATE ON WHICH SUCH CLAIM OR ACTION AROSE OR ACCRUED OR SUCH CLAIM OR CAUSE OF ACTION WILL BE IRREVOCABLY WAIVED.
- You agree to defend, indemnify and hold EzTix and any affiliated company or individual harmless from any and all liabilities, costs, and expenses, including reasonable legal’ fees, related to or in connection with (i) the use of the Service or your placement or transmission of any message or information on this Service by you or your authorized users; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) your violation of any law, rule or regulation of Canada or any other country; (v) any claim or damages that arise as a result of any information that you provide to EzTix; or (vi) any other party’s access and use of the Service with your username and password.
- In the event that you have a dispute with one or more other users of the Service, the Partner or the Booking Agent, you release EzTix (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes, including without limitation any dispute over the payment to the Partner or the goods or service provided (or not provided) by the Partner.
- EzTix may suspend or terminate your account or your use of the Service at any time, for any reason or for no reason. You are personally liable for any orders placed or charges incurred through your account prior to termination. We may also suspend your access to our Service in the event that (a) you breach this Agreement; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users, the Partner, or us.
- Force Majeure. Neither EzTix nor you shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, Internet or hosting outage, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies; any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.
- Any claim relating to the use of the Service, the materials contained herein or this Agreement is governed by the laws of the Province of Ontario. You consent to the exclusive jurisdiction of the province and federal courts located in the Province of Ontario. A printed version of this Agreement will be admissible in judicial and administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be struck and amended to achieve as closely as possible the effect of the original provision and all other provisions of this Agreement will continue in full force and effect. You agree that this Agreement may be assigned by EzTix in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. You and EzTix are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. Fictitious names of companies, products, people, characters mentioned on the Services are not intended to represent any real individual, company or product.
- Entire Agreement; Survival. These terms and conditions are the entire agreement between you and EzTix and supersede any prior understandings or agreements (written or oral). The license granted by your in Section 7 (Licenses), 15 (Limitations of Liability; Limitation on Time to File Claims), 16 (Indemnity), 17 (Release) and 21 (General) shall survive any termination or expiration of this Agreement.
ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO PARTNERS AND BOOKING AGENTS
- Additional Representations and Warranties. In addition to the representations and warranties contained in Section 13 and elsewhere in this Agreement, you further represent, warrant and covenant that (a) you are responsible for any and all content contained in your listings; (b) any information or content that is submitted to, published or displayed via the Service will not include any false, misleading, deceptive, defamatory, obscene, pornographic, vulgar or offensive materials, and that you will not use the Service to promote, encourage or solicit in any activity that is illegal, immoral, would give rise to civil liability or is prohibited in the jurisdictions where the listing appears or the Booking is offered; (c) you have the right or adequate license for any content that you publish or make available via the Service; (d) you will not solicit or collect any personal information from children under the age of 13; (e) that you are responsible for maintaining and providing your products and services in a safe and reliable manner and are responsible for any resulting harms; (f) you will not breach any agreements that you have entered into with the Guest or any other party; (g) your products and services will comply will all applicable laws, regulations, rules, zoning requirements and safety guidelines; (h) your listings will include any applicable government imposed tax or fee and that you will be solely responsible for the collection and payment of said fees to the governmental authorizes; and (i) you will not engage in any practice or conduct that conflicts with, interferes or violates the rights of any third party. You acknowledge and agree that EzTix is not responsible for your compliance with any applicable law, regulation or other requirement. EzTix reserves the right, at any time and without prior notice, to remove or disable access to any listing or suspend your use of the Service for any reason, including if EzTix, in its sole discretion, considers any use or content to be objectionable for any reason, in violation of this Agreement or otherwise harmful to the Service.
- As the Partner, you may use the Service to create listings about your products or services. You will be asked a variety of questions in order to populate your listings, including, but not limited to, the location, capacity, size, features, availability of the product or service, cancellation and refund policy, pricing and related financial terms, applicable taxes and fees, and other information. All listings must also include a valid physical address and all material terms and conditions, including any applicable taxes and fees. Information you include in a listing will be made publicly available via the Service and may be booked by Guests or Booking Agents. You acknowledge and agree that once a Guest or Booking Agent requests a Booking of your product or service, the price and terms for such Booking may not be altered by you. Partner will not submit any listing with a false or misleading price or other information and will not submit any lists with a price and terms that you do not intend to honor.As the Partner or Booking Agent, you may not post, upload, publish, submit or transmit any content (including but not limited to any text, graphics, images, music, software, audio, video, information or other material) via the Services that (a) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (b) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability; (c) is fraudulent, false, misleading or deceptive; (d) is defamatory, obscene, pornographic, vulgar or offensive as determined in EzTix’s sole judgment; (e) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) is violent or threatening or promotes violence or actions that are threatening to any other person; or (g) promotes illegal or harmful activities or substances. In addition to any other remedies, EzTix may immediately suspend or terminate any Partner or Booking Agent that violates these restrictions.
- You must honor all Bookings that are accepted by you or your agent. If a Guest makes a Booking of or uses your product and service, any agreement you enter into with such Guest is between you and the Guest and EzTix is not a party or responsible for any commitments or obligations contained therein.Unless Partner gives their permission, EzTix will not use the email addresses from Guests that make a booking with your service to market our Service. EzTix may, however, contact your Guests to provide customer support, conduct satisfaction surveys and to respond to Guest inquires related to their Bookings and other transactions on EzTix.You acknowledge and agree that EzTix does not act as an insurer or as a contracting agent for you as a Partner or Booking Agent. EzTix recommends that you obtain appropriate insurance for your business. Please review any insurance policies that you may have carefully, and in particular please make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Guests (and the individuals the Guest invites, if applicable) while using your product or service.You acknowledge and agree that you are fully authorized, licensed and permitted to provide your products and services, including the authority to license or rent in associated property. You acknowledge and agree that, as between EzTix and yourself, you are responsible for the acts and omissions for your employees, contractors, vendors, agents and all other parties that are involved in providing your product or service or that are on your property.
- Fees; Payment.Fees: You authorize EzTix to collect the total booking cost plus applicable Guest Fees described in Section 5. You acknowledge that the Guest Fee is based on a variable percentage of the total booking cost and/or the number of tickets purchased and is set by EzTix. All Guest Fees are retained by EzTix and booking costs, including related charges and amounts attributable to government taxes or fees set by Partner, are remitted to Partner as described below. Partner acknowledges and agrees that, in the event of a refund and unless waived by EzTix, any fees that were originally charged to Partner are non refundable however EzTix will refund all associated Guest Fees to the Guest. Please note that EzTix does not currently charge fees for the creation of listings. However, you acknowledge and agree that EzTix reserves the right, in its sole discretion, to charge you for and collect fees from you for the creation of listings. Please note that EzTix will provide notice of any listing fee collection via the Service, prior to implementing such a fee.Payouts: EzTix will remit the collected booking costs, less those amounts that may be retained by EzTix. EzTix may, in EzTix’s sole but reasonable discretion, withhold part or all of the payment for a period of up to ninety (90) days after the date the product or services are rendered to the Guest by Partner in order to satisfy any cancellation requests or other refunds. All Partner fees retained by EzTix will be held in a non-interest bearing account by EzTix. In the event of any refund, cancellation, reversal, chargeback, error or other need to return any amount of the booking cost to the Guest, you expressly authorize EzTix and its third-party payment processor to without any further notice or consent to (a) use funds currently held by EzTix to satisfy the obligation, (b) reverse part or all of any previously applied transfers from EzTix to Partner’s financial institution, or (c) to apply a debit against and transfer the necessary amounts directly from Partner’s financial institution or payment card held on file by EzTix. In some cases the Partner’s financial institution may charge the Partner a service fee to receive a payout from EzTix. Partner agrees that they are solely responsible should such a fee apply to any payment received from EzTix. EzTix does not charge the Partner any direct fees in conjunction with regular Payouts.Payment Agent: Each Partner hereby appoints EzTix as the Partner’s limited agent solely for the purpose of collecting payments made by Guests or Booking Agents on behalf of the Partner. Each Partner agrees that payment made by a Guest to EzTix shall be considered the same as a payment made directly to the Partner and the Partner will make the product and service available to Guest in the agreed upon manner as if the Partner has received the fees directly. Each Partner agrees that, EzTix may, in accordance with the Partner’s cancellation policy as reflected in the relevant Listing, refund to the Guest that portion of the Product and Service Fees as specified or if in EzTix’s sole but reasonable discretion EzTix determines that the Partner had not adhered to this Agreement. In accepting appointment as the limited authorized agent of the Partner, EzTix assumes no liability for any acts or omissions of the Partner. Partner agrees to reimburse EzTix for any dispute or other related fees applied by EzTix’s third-party payment processor and that said fees may be debited directly from Partner’s account held by the payment processor.Taxes: For all United States based Partners, the IRS regulation, regarding federal tax reporting requirements, stipulates that EzTix or its payment process must collect IRS Form W-9 information. If applicable and if required by applicable IRS regulations, EzTix will issue any required 1099s to Partner. You understand and agree that you are solely responsible for determining your applicable tax reporting requirements in consultation with your tax advisors. EzTix cannot and does not offer tax-related advice. Additionally, please note that each Partner is responsible for determining all applicable federal, state and local taxes and governmental fees, and for including any applicable taxes and fees to be collected in the applicable listings. Where applicable, or based upon request from a Partner, EzTix may issue a valid VAT invoice to such Partner. “Tax” or “taxes” mean any sales taxes, value added taxes (VAT), goods and services taxes (GST) and other similar municipal, state and federal or other withholding and personal or corporate income taxes.
- Charitable Donations
EzTix Partners may choose to list the option to add an optional donation to a registered charity to which their organization supports, and provide ticket buyers the opportunity to make donations to said charity as part of their ticket purchase. All parties acknowledge that any charitable donations made through the EzTix purchase process will not be provided with a tax receipt. All donations made through the EzTix purchase process, minus any applicable payment processing fees, will be distributed directly to the charity by EzTix.
- Website Development. From time to time EzTix may create websites, customer relationship management tools and other online features for use by Partner and Booking Agent (the “Online Assets”). Partner and Booking Agent acknowledge and agree that the Online Assets are the sole property of EzTix and, notwithstanding the inclusion of Partner’s marks, are not a “work made for hire” under the Copyright Act or any other law. To the extent that the foregoing does not apply, Partner and Booking Agent each assign to EzTix, and its successors and assigns, for no additional consideration, Partner’s and Booking Agent’s entire right, title and interest in and to the Online Assets and any intellectual property rights contained therein. Nothing contained in this Agreement shall be construed to reduce or limit EzTix’s right, title or interest in the Online Assets. Further, Partner and Booking Agent agree to stop using and return to EzTix the Online Assets at EzTix’s request or upon the termination or expiration of this Agreement.
- Without limiting the generality of the foregoing, if EzTix is collecting or furnishing Personal Data of individuals in the European Economic Area (“EEA”) to Partner or if EzTix is Processing, storing or transferring such Personal Data on behalf of Partner, then EzTix and Partner and/or their Affiliate(s), as applicable, will agree to be bound by the Data Processing Addendum (Addendum 1), and any applicable data transfer mechanisms (collectively, the “Privacy and Security Terms”). For the avoidance of doubt, no such Personal Data should be Processed or transferred without Privacy and Security Terms necessary for compliance with applicable law.
General Data Protection Regulation Data Processing Addendum for EzTix Terms of Service
(European Economic Area & Switzerland)
This Data Processing Addendum (this “Addendum”), is part of the [EzTix Terms of Service] (“Agreement”) between EzTix and Controller and governs EzTix’s Processing of Personal Data to the extent such Personal Data relates to natural persons in the European Economic Area or Switzerland in connection with EzTix’s provision of the services described in the Agreement (“Services”). Except as expressly stated otherwise, in the event of a conflict between the terms of the Agreement and the terms of this Addendum, the terms of this Addendum will take precedence. This Addendum applies to each agreement between Controller and EzTix under which EzTix Processes Personal Data as part of performing under that agreement. The Addendum will be effective on May 25, 2018. All capitalized terms used but not defined in this Addendum have the meanings given to them in the Agreement.
“Personal Data” means any information relating to an identified or identifiable natural person (“data subject”). An identifiable natural person is one who can be identified, directly or indirectly, in particular by referencing an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.
“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data, whether transmitted, stored, or otherwise Processed.
“Processing” means any operation or set of operations that is performed on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction. “Process” and “Processed” will have a corresponding meaning.
- Instructions from the Controller. Notwithstanding anything in the Agreement to the contrary, EzTix will only Process Personal Data on documented instructions from Controller, including with regard to transfers of Personal Data to a third country or an international organization, unless required to do so by European Union or Member State law to which EzTix is subject. EzTix will promptly inform Controller if following Controller instructions would result in a violation of applicable data protection law or where EzTix must disclose Personal Data in response to a legal obligation (unless the legal obligation prohibits EzTix from making such disclosure).
- Confidentiality. EzTix will restrict access to Personal Data to those authorized persons who need such information to provide the Services. EzTix will ensure such authorized persons are obligated to maintain the confidentiality of any Personal Data.
- Security. EzTix will implement appropriate technical and organizational measures to ensure a level of security appropriate to the Personal Data provided by Controller and Processed by EzTix. Such security measures will be at least as protective as the security requirements set forth in the Agreement.
- Sub-processors. Controller agrees that EzTix may engage other processors (“Sub-processors”) to assist in providing the Services consistent with the Agreement. EzTix will make a list of such Sub-processors available to Controller prior to transferring any Personal Data to such Sub-processors. EzTix will notify Controller of any changes to the list of Sub-processors in order to give Controller an opportunity to object to such changes. The list of Sub-processors can be found here.
- Sub-processor Obligations. Where EzTix engages another processor for carrying out specific Processing activities on behalf of Controller, the same data protection obligations as set out in this Addendum will be imposed on that other processor by way of a contract or other legal act under EU or Member State law, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the Processing will meet the requirements of the EU data protection law. Where that other processor fails to fulfil its data protection obligations, EzTix will remain fully liable to the Controller for the performance of that other processor’s obligations.
- Access Requests. EzTix has implemented and will maintain appropriate technical and organizational measures needed to enable Controller to respond to requests from data subjects to access, correct, transmit, limit processing of, or delete any relevant Personal Data held by EzTix.
- Recordkeeping. Upon a request issued by a supervisory authority for records regarding Personal Data, EzTix will cooperate to provide the supervisory authority with records related to Processing activities performed on Controller’s behalf, including information on the categories of Personal Data Processed and the purposes of the Processing, the use of service Partners with respect to such Processing, any data disclosures or transfers to third parties and a general description of technical and organizational measures to protect the security of such data.
- Cooperation. EzTix will cooperate to the extent reasonably necessary in connection with Controller’s requests related to data protection impact assessments and consultation with supervisory authorities and for the fulfillment of Controller’s obligation to respond to requests for exercising a data subject’s rights in Chapter III of Regulation (EU) 2016/679. EzTix reserves the right to charge Controller for its reasonable costs in collecting and preparing Personal Data for transfer and for any special arrangements for making the transfer.
- Third Party Requests. If EzTix receives a request from a third party in connection with any government investigation or court proceeding that EzTix believes would require it to produce any Personal Data, EzTix will inform Controller in writing of such request and cooperate with Controller if Controller wishes to limit, challenge or protect against such disclosure, to the extent permitted by applicable law.
- Transfer of Personal Data; Appointment. Controller authorizes EzTix to transfer, store or Process Personal Data in the Canada or any other country in which EzTix or its Sub-processors maintain facilities. Controller appoints EzTix to perform any such transfer of Personal Data to any such country and to store and Process Personal Data in order to provide the Services. EzTix will conduct all such activity in compliance with the Agreement, this Addendum, applicable law and Controller instructions.
- Retention. Personal Data received from Controller will be retained only for so long as may be reasonably required in connection with EzTix’s performance of the Agreement or as otherwise required under applicable law.
- Deletion or Return. At the choice of the Controller, EzTix will delete or return all the Personal Data to the Controller after the end of the provision of services related to Processing, and delete existing copies unless European Union or Member State law requires storage of the Personal Data. EzTix will relay Controller’s instructions to all Sub-processors.
- Breach Notification. After becoming aware of a Personal Data Breach, EzTix will notify Controller without undue delay of: (a) the nature of the data breach; (b) the number and categories of data subjects and data records affected; and (c) the name and contact details for the relevant contact person at EzTix.
- Audits. Upon request, EzTix will make available to Controller all information necessary, and allow for and contribute to audits, including inspections, conducted by Controller or another auditor mandated by Controller, to demonstrate compliance with Article 28 of Regulation (EU) 2016/679. For clarity, such audits or inspections are limited to EzTix’s Processing of Personal Data only, not any other aspect of EzTix’s business or information systems. If Controller requires EzTix to contribute to audits or inspections that are necessary to demonstrate compliance, Controller will provide EzTix with written notice at least 60 days in advance of such audit or inspection. Such written notice will specify the things, people, places or documents to be made available. Such written notice, and anything produced in response to it (including any derivative work product such as notes of interviews), will be considered Confidential Information and, notwithstanding anything to the contrary in the Agreement, will remain Confidential Information in perpetuity or the longest time allowable by applicable law after termination of the Agreement. Such materials and derivative work product produced in response to Controller’s request will not be disclosed to anyone without the prior written permission of EzTix unless such disclosure is required by applicable law. If disclosure is required by applicable law, Controller will give EzTix prompt written notice of that requirement and an opportunity to obtain a protective order to prohibit or restrict such disclosure except to the extent such notice is prohibited by applicable law or order of a court or governmental agency. Controller will make every effort to cooperate with EzTix to schedule audits or inspections at times that are convenient to EzTix. If, after reviewing EzTix’s response to Controller’s audit or inspection request, Controller requires additional audits or inspections, Controller acknowledges and agrees that it will be solely responsible for all costs incurred in relation to such additional audits or inspections.
WE RESERVE ANY RIGHTS NOT EXPRESSLY GRANTED OR STATED IN THIS AGREEMENT.