1. Who We Are.
1.1 TicketSauce.
Welcome to TicketSauce! We are a ticketing and registration platform dedicated to
bringing the world together through experiences. Through our platform, mobile apps and
services, we enable people all over the world to create, discover, share and register for
events.
1.2 The Services.
TicketSauce.com, and all of the webpages, subdomains, country level domain variants
and subparts of those websites (collectively, our “Site”), all of the services available on
or through the Site or otherwise provided by us (including our application programming
interfaces), and all of our free mobile applications, including without limitation .
1.3 Users.
Through the Services, TicketSauce provides a simple and quick means for registered
users who are event organizers, planners and charitable organizations (“Organizers”) to
create event registration, speaker profile, organizer profile, fundraising and other
webpages related to their events, to promote those pages and events to visitors or
browsers on the Services and to sell tickets and registrations (or issue free registrations),
solicit donations and sell merchandise related to those events to users who wish to make
purchases, registrations or donations from or to such events (including to free events)
(“Attendees”). We refer to Organizers, Attendees and other visitors and browsers of the
Services collectively as “Users” or “you.”
2. Our Terms Of Service.
2.1 Terms of Service Agreement.
The following pages contain our Terms of Service Agreement (“Terms of Service”).
These Terms of Service govern all of our Services, all of which are offered subject to
your acceptance without modification of these Terms of Service. In addition to the
Sections below, these Terms of Service include and incorporate by reference the
following agreements, terms, policies, requirements and guidelines.
3. Term; Termination.3.1 Term.
These Terms of Service are effective upon your Acceptance and continue in effect until
terminated.
3.2 Termination by TicketSauce.
Except to the extent we have agreed otherwise in a separate written Addendum
Agreement or Ticketing Services Agreement between you and an authorized officer of
TicketSauce, TicketSauce may terminate your right to use the Services at any time for (a)
your violation or breach of these Terms of Service; (b) your misuse or abuse of the
Services; or (c) if allowing you to access and use the Services would violate any
applicable local, state, provincial, national and other laws, rules and regulations or would
expose TicketSauce to legal liability. We will use reasonable efforts to provide you
notice of any such termination. Further, you agree that TicketSauce shall not be liable to
you or any third-party for any such termination of your right to use or otherwise access
the Services.
3.3 Termination by You.
Except to the extent you have agreed otherwise in a separate written Addendum
Agreement or Ticketing Services Agreement between you and an authorized officer of
TicketSauce, you may terminate your access to the Services and these Terms of Service
by contacting TicketSauce to delete your account. In the event there is a separate
agreement between you and TicketSauce governing your use of the Services and that
agreement terminates or expires, these Terms of Service (as unmodified by such
agreement) shall govern your use of the Services unless and until you delete your
account.
3.4 Survival of Terms.
All provisions of these Terms of Service that by their nature should survive t ermination
of these Terms of Service shall survive (including, without limitation, all limitations on
liability, releases, indemnification obligations, disclaimers of warranties, agreements to
arbitrate, choices of law and judicial forum and intellectual property protections and
licenses).
4. Important Legal Terms Governing All Use Of The Services
4.1 Indemnification.
You agree to defend, indemnify and hold TicketSauce, and its affiliates and
subsidiaries, and each of its and their respective officers, directors, agents, co –
branders, licensors, payment processing partners, other partners and employees,
harmless from any and all damage (whether direct, indirect, incident al,
consequential or otherwise), loss, liability, cost and expense (including, without
limitation, reasonable attorneys’ and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or
otherwise) or investigation made by any third party (each a “Claim”) due to or
arising out of: (a) your breach of these Terms of Service, including, without
limitation the Terms of Use, the Merchant Agreement and any other part of these
Terms of Service; (b) your improper use of the Services; (c) your breach of any
applicable local, state, provincial, national or other law, rule or regulation or the
rights of any third party; or (d) in the case of Organizers, your events or the fact
that TicketSauce was providing Services with respect to those events, provided
that in the case of (d), this indemnification shall not apply to the extent that the
Claim arises out of TicketSauce’s gross negligence or willful misconduct.
TicketSauce shall provide notice to you of any such Claim, provided that the
failure or delay by TicketSauce in providing such notice shall not limit your
obligations hereunder except to the extent you are materially disadvantaged by
such failure.
4.2 Disclaimer of Warranties.
Ticketsauce provides our services using a commercially reasonable level of skill
and care and we try to keep Ticketsauce up, bug-free and safe. but there are certain
things that we don’t promise about our services and you use the services at your
own risk. to the extent permitted by applicable laws, the services are provided on
an “as is” and “as available” basis. Ticketsauce hereby expressly disclaims all
warranties of any kind, express or implied, including, but not limited to, implied
warranties of merchantability, title, non-infringement and fitness for a particular
purpose. by way of example, Ticketsauce makes no warranty that (a) the services
(or any portion of the services) will meet your requirements or expectations; (b)
the services will be uninterrupted, timely, secure, or error-free; or (c) the results
that may be obtained from the use of the services will be accurate or reliable. you
acknowledge that Ticketsauce has no control over and does not guarantee the
quality, safety or legality of events advertised, the truth or accuracy of any users’
(including attendees’, other non-organizers’ and organizers’) content or listings or
the ability of any user (including attendees and organizers) to perform or actually
complete a transaction and Ticketsauce is not affiliated with, and has no agency or
employment relationship with, any third party service provider used in conjunction
with the services, and Ticketsauce has no responsibility for, and hereby disclaims
all liability arising from, the acts or omissions of any such third parties.
nothing in these terms of service is intended to exclude or limit any condition,
warranty, right or liability which may not be lawfully excluded or limited. some
jurisdictions do not allow the exclusion of certain warranties or conditions or the
limitation or exclusion of liability for loss or damage caused by willful acts,
negligence, breach of contract or breach of implied terms, or incidental or
consequential damages. accordingly, only those liability and other limitations
which are lawful in your jurisdiction (if any) will apply to you and our liability is
limited to the maximum extent permitted by law.4.3 Limitation of Liability.
To the extent permitted by applicable laws, Ticketsauce, and its affiliates and
subsidiaries, and each of its and their respective officers, directors, agents, cobranders, licensors, payment processing partners, other partners, employees and
any applicable card schemes, shall not be liable under any circumstances or under
any legal theory, whether in tort, contract, or otherwise, with respect to the
services, or any other subject matter of these terms of service, including without
limitation the terms of use, the merchant agreement and any other part of these
terms of service, for: (a) any indirect, incidental, special, consequential, punitive
or exemplary damages, including, but not limited to, damages for loss of profits,
goodwill, use, data or other intangible losses (even if Ticketsauce has been
advised of the possibility of such damages), (b) the cost of procurement of
substitute services, (c) any of your content (as defined in the terms of use) or any
content of any other user of the services, or (d) any matters beyond Ticketsauce’s
reasonable control. in addition, other than the obligation of Ticketsauce to pay out
event registration fees to certain organizers under the merchant agreement, the
maximum aggregate liability of Ticketsauce, its payment processing partners,
licensors and any applicable card schemes for all damages, losses, liabilities, costs
and expenses under any legal theory, whether in tort, contract, or otherwise, with
respect to, arising out of or related to the services, or any other subject matter of
these terms of service, including without limitation the terms of use, the merchant
agreement and any other part of these terms of service, shall be limited to (i) for
organizers of events with paid tickets or registrations, and subject to the terms of
the merchant agreement, the fees (net of Ticketsauce payment processing fees) that
you paid us in the three (3) month period immediately preceding the circumstances
giving rise to your claim; and (ii) for organizers of events with free tickets only,
attendees and other users, either (1) the total amount of all tickets or registrations
that you purchased or made through the services in the three (3) month period
immediately preceding the circumstances giving rise to your claim; or (2) if you
made no such purchases, one hundred U.S. dollars (US$100).
Nothing in these terms of service is intended to exclude or limit any condition,
warranty, right or liability which may not be lawfully excluded or limited. some
jurisdictions do not allow the exclusion of certain warranties or conditions or the
limitation or exclusion of liability for loss or damage caused by willful acts,
negligence, breach of contract or breach of implied terms, or incidental or
consequential damages. accordingly, only those liability and other limitations
which are lawful in your jurisdiction (if any) will apply to you and our liability is
limited to the maximum extent permitted by law.
4.4 Release.
TicketSauce provides a marketplace in which Attendees and Organizers can
transact. However, TicketSauce could not function if it were held responsible for
the actions or inactions of different Attendees, Organizers and/or third parties both on and off the Services. Therefore, as an inducement to TicketSauce permitting
you to access and use the Services, you hereby agree to release TicketSauce, and
its affiliates and subsidiaries, and each of its and their respective officers,
directors, agents, partners and employees from all damages (whether direct,
indirect, incidental, consequential or otherwise), losses, liabilities, costs and
expenses of every kind and nature, known and unknown, arising out of or in any
way connected with disputes between you and third parties (including other Users)
in connection with the Services or any event listed on the Services. In addition,
you waive any applicable law or statute, which says, in substance:
A general release does not extend to claims which the releasing party does not
know or suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the released
party.”
4.5 Notices.
Notices to you may be sent via either email or regular mail to the address in
TicketSauce records. The Services may also provide notices of changes to these
Terms of Service or other matters by displaying notices or links to notices to you
generally on the Services. If you wish to contact TicketSauce or deliver any
notice, you can do so as follows:
TicketSauce, Inc., a Delaware corporation
San Diego, CA 92121
4.6 Choice of Law.
These Terms of Service and the provision of the Services to you are governed by
the laws of the state of California, U.S.A., without reference to principles of
conflict of laws.
4.7 Binding Arbitration.
Only for users located in the united states:
Please read this section carefully as it affects your rights. Any dispute or claim
under these terms of service or with respect to the services will be settled by
binding arbitration or in small claims court (to the extent the claim qualifies) and
will take place on an individual basis only; class, consolidated or representative
arbitrations and civil actions are not permitted once this section is effective.
(a) Contact Us First.If you have a question or concern about the Services, please contact at
support@ticketsauce.com first. Our customer support team will try to answer your
question or resolve your concern.
(b) Agreement to Arbitrate.
In the unlikely event that our customer support team is unable to resolve your
concerns, we each hereby agree to resolve any and all disputes or claims under
these Terms of Service or with respect to the Services through binding arbitration
or in small claims court (to the extent the claim qualifies) instead of in courts of
general jurisdiction and only on an individual basis and not as part of any
purported class, consolidated or representative proceeding. Arbitration, which is
often cheaper, faster and less formal than a lawsuit in court, uses a neutral
arbitrator instead of a judge or jury. Arbitrators can award the same damages and
relief as a court. Binding arbitration is subject to very limited review. Only the
arbitrator appointed pursuant to this Section, and not any federal, state or local
court or agency, shall have the authority to resolve any dispute or claim relating to
this Section, including, without limitation, the scope, enforceability and
arbitrability of these Terms of Service. This arbitration provision shall survive
termination of these Terms of Service.
(c) Scope of Agreement.
This agreement to arbitrate is intended to be broadly interpreted. It includes, but is
not limited to: (i) all claims arising out of or relating to any aspect of the
relationship between us, whether based in contract, tort, statute, fraud,
misrepresentation or any other legal theory; (ii) all claims that arose before this or
any prior agreement (including, but not limited to, claims relating to advertising);
and (iii) all claims that may arise after termination of these Terms of Service
and/or your use of the Services.
(f) Notice of Dispute.
A party who intends to seek arbitration must first send to the other a written
Notice of Dispute (“Notice”). The Notice to TicketSauce must be addressed to the
address in Section above (“Notice Address”) and must be sent by certified mail.
The Notice to you must be addressed to a mailing, home or payment address
currently on record with TicketSauce and must be sent by certified mail. If
TicketSauce has no records of such physical address, such notice may be delivered
to your TicketSauce account email address. The Notice must (i) describe the
nature and basis of the claim or dispute; and (ii) set forth the specific relief sought.
If TicketSauce and you do not reach an agreement to resolve the claim within sixty
(60) calendar days after the Notice is received, you or TicketSauce may commence
an arbitration proceeding.
(g) Arbitration Proceedings.The arbitration will be governed by the Commercial Arbitration Rules, or, if the
actions giving rise to the dispute or claim relate to your personal or household use
of the Services (rather than business use), the Consumer Arbitration Rules (in each
case, the “AAA Rules”) of the American Arbitration Association (“AAA”), as
modified by this Section 4.7, and will be administered by the AAA and settled by
a single arbitrator. The AAA Rules are available online at adr.org or by calling the
AAA at 1-800-778-7879. The arbitrator is bound by the terms of these Terms of
Service. All issues are for the arbitrator to decide, including, but not limited to,
issues relating to the scope, enforceability, and arbitrability of this Section 4.7
Unless TicketSauce and you agree otherwise, any arbitration hearings will take
place in a reasonably convenient location in the United States for both parties with
due consideration of their ability to travel and other pertinent circumstances. If the
parties are unable to agree on a location, AAA shall determine the location. If your
claim is for ten thousand dollars ($10,000) or less, we agree that you may choose
whether the arbitration will be conducted solely on the basis of documents
submitted to the arbitrator, through a telephonic hearing, or by an in-person
hearing as established by the AAA Rules. If your claim exceeds ten thousand
dollars ($10,000), the right to a hearing will be determined by the AAA Rules.
Regardless of the manner in which the arbitration is conducted, the arbitrator shall
issue a reasoned written decision sufficient to explain the essential findings and
conclusions on which the award is based. All decisions by the arbitrator shall be
final and binding and judgment on the award rendered may be entered in any court
having jurisdiction.
(h) Costs of Arbitration; Legal Fees.
i. Payment of all filing, administration, and arbitrator costs and expenses imposed
by AAA will be governed by the AAA rules, provided that if you are initiating an
arbitration against TicketSauce and the value of the relief sought is ten thousand
dollars ($10,000) or less, then TicketSauce will advance all filing, administrative
and arbitration costs and expenses imposed by AAA (subject to reimbursement as
set forth below). If the circumstances in the preceding sentence apply, but the
value of relief sought is more than ten thousand dollars ($10,000) and you
demonstrate to the arbitrator that such costs and expenses would be prohibitively
more expensive than a court proceeding, then TicketSauce will pay the amount of
any such costs and expenses that the arbitrator determines are necessary to prevent
the arbitration from being prohibitively more expensive than a court proceeding
(subject to reimbursement as set forth below). In the event that the arbitrator
determines that all of the claims you assert in arbitration are frivolous according to
Federal Rule of Civil Procedure 11, you agree to reimburse TicketSauce for all
such cost and expenses that TicketSauce paid and that you would have been
obligated to pay under the AAA rules.
ii. Just as in any court proceeding, each party will initially bear its own attorneys’
fees and expenses in connection with any arbitration. Should either party be determined to have substantially prevailed in the arbitration, then upon such
party’s request, the arbitrator shall award such prevailing party the reasonable
attorneys’ fees and expenses that it incurred in connection with the arbitration,
provided that to the extent that the dispute or claim relate to your personal or
household use of the Services (rather than business use) TicketSauce will not seek
to recover its attorneys’ fees and expenses in an arbitration initiated by you. The
arbitrator may make rulings and resolve disputes as to the reimbursement of
attorneys’ fees and expenses upon request from either party made within fourteen
(14) days of the arbitrator’s ruling on the merits.
(i) Future Changes.
Notwithstanding any provision in these Terms of Service to the contrary, you and
TicketSauce agree that if TicketSauce makes any future change to this arbitration
provision (other than a change to the Notice Address) TicketSauce will provide
you with notice of such change and you may reject any such change by sending us
written notice within thirty (30) calendar days of the change to the Notice Address
provided above. By rejecting any future change, you are agreeing that you will
arbitrate any dispute between us in accordance with the language of this provision
as unmodified by such rejected change.
(j) Special Severability.
(k) Opt Out.
We believe that on a whole this agreement to arbitrate will benefit our Users.
However, if you are an existing registered User and you do not wish to accept this
agreement to arbitrate with respect to some or all of your accounts registered prior
to October 1, 2015 you may opt-out by sending us a written notice to the Notice
Address which (i) states you do not agree to this agreement to arbitrate, (ii)
includes your name and all email addresses associated with the accounts you wish
to opt-out, and (iii) is signed by the individual who owns the account, or in the
event the account is held by an entity, an authorized signer for such entity (the
“Opt-Out Notice”). The Opt-Out Notice must be received by November 14, 2015
in order to be effective; otherwise this agreement to arbitrate will be effective as
of October 1, 2015. For new registered users and existing registered users who
register new accounts following October 1, 2015, there is no option to opt-out and
this provision will be effective as to such new accounts upon account creation. For
unregistered Attendees and other Users, this provision will apply to all future
activities on the Services after October 1, 2015. In the event that you opt-out of
this agreement to arbitrate as set forth above.
4.8 Waiver; Invalid Provisions.The failure or delay of TicketSauce to exercise or enforce any right or provision of
these Terms of Service shall not constitute a waiver of such right or provision. No
oral waiver, amendment or modification shall be effective under any circumstance
whatsoever. If any provision of these Terms of Service is found by an arbitrator or
court of competent jurisdiction to be invalid, the parties nevertheless agree that the
arbitrator or court should endeavor to give effect to the parties’ intentions as
reflected in the provision, and the other provisions of these Terms of Service shall
remain in full force and effect.
4.9 Judicial Forum.
In the event that the Agreement to Arbitrate above is found not to apply to you or
to a particular claim or dispute, either as a result of your decision to opt-out of the
Agreement to Arbitrate or for any other reason, then any dispute or claim not
subject to arbitration shall be resolved exclusively by a federal court located in
San Francisco County, California, and to the extent there is no subject matter
jurisdiction in such federal court, then a state court in San Diego, California. Both
you and TicketSauce agree to submit to the personal jurisdiction and venue of such
courts and agree that such forum is convenient.
4.10 Titles.
Any Section titles in these Terms of Service are for convenience only and have no
legal or contractual effect.
4.11 Assignment.
We may, without your consent or approval, freely assign these Terms of Service
and our rights and obligations under these Terms of Service, whether to an
affiliate or to another entity in connection with a corporate transaction or
otherwise.
4.12 Relationship.
No independent contractor, agency, partnership, joint venture, employer-employee
or franchiser-franchisee relationship is intended or created by these Terms of
Service, except to the extent expressly set forth in Section 4 of the Terms of Use
and the Merchant Agreement