WEBSITE AND ON-LINE ORGANIZER TERMS OF USE

  1. Organizer's Acknowledgment and Acceptance of Terms of Use

    Ticket Alternative, LLC, a Georgia limited liability company d/b/a Freshtix (referred to herein as “us” or “we” or “our” or “Freshtix”) owns, operates and provides the www.freshtix.com website and domain (including all webpages, subdomains, subparts, and content of such website and domain) (collectively, this “Site”) and various related services made available through this Site (collectively, the “Services”) to you and your company and anyone using your password to access this Site (collectively, referred to herein as “you” or “your” or “Organizer”) subject to your full compliance with all the terms, conditions, and notices contained or referenced herein (collectively, these “Terms of Use”), as well as any other written agreement between us and you. In addition, when using the Services or any information made available through this Site, you shall be subject to any posted guidelines or rules applicable to the Site and/or Services or such information that may contain terms and conditions in addition to those in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use.

    BY COMPLETING THE REGISTRATION PROCESS, USING THIS SITE, AND/OR USING OR ACCESSING ANY PART OF THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE WITHOUT LIMITATION OR QUALIFICATION. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, DO NOT USE OR ACCESS THIS SITE OR THE SERVICES. YOUR REMEDY FOR DISSATISFACTION WITH THIS SITE, THE SERVICES, OR ANY PRODUCTS, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS SITE, IS TO STOP USING THIS SITE, THE SERVICES AND SUCH PRODUCTS, CONTENT AND OTHER INFORMATION. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THIS SITE.

    We reserve the right to modify these Terms of Use from time to time without notice to you. You acknowledge and agree that it is your responsibility to review this Site and these Terms of Use periodically and to be aware of any modifications. Your continued use of this Site after such modifications will constitute your agreement to be bound by the modified Terms of Use.

    As used in these Terms of Use, references to our “Affiliates” include our owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this Site and/or the Services.

  2. Description of Services

    The Services include, without limitation, your access to this Site to enable you to collect payments from ticket sales and donations for events (each an “Event”) registered on this Site from persons who want to attend such events ("Buyers"). An Event may include, without limitation, a live or recorded entertainment feature, sporting event, cultural attraction or form of travel sponsored, promoted or hosted by you to which you sell tickets.

    Fees for the Services are set forth below. You are solely responsible for providing, at your own expense, all equipment necessary to use the Services, including a computer and modem; and your own Internet access (including payment of service fees associated with such access).

    We reserve the sole right to either modify or discontinue this Site and/or the Services, including any features of this Site and/or the Services, at any time with or without notice to you. We shall not be liable to you or any third party should we exercise such right. Modifications may include, but are not limited to, changes in the pricing structure, the addition of fee-based services, or changes to limitations on allowable file sizes. Any new features that augment or enhance this Site and/or the Services shall also be subject to these Terms of Use.

    You understand and agree that temporary interruptions of the Services available through this Site may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of this Site and/or the Services, and therefore, delays and disruption of other network transmissions are completely beyond our control.

    You understand and agree that the Services are provided “AS IS” and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

  3. Registration Data and Privacy

    In order to access the Services through this Site, you will need an account and a password. Only U.S. organized or incorporated companies, or U.S. citizens or residents, are permitted to create and maintain an account. To obtain and maintain a user account and password, you must provide us with certain information and data (“Registration Data”). You agree that all information provided in the Registration Data is current, true, accurate, and complete and that you will maintain and update the Registration Data to ensure that it is current, true, accurate, and complete at all times. You further agree that you are at least eighteen years of age and/or the legal age of majority where you reside if that jurisdiction has an older age of majority. If you provide information to us that is not current, and/or is untrue, incomplete and/or inaccurate, or if we have reasonable grounds to suspect the information you provide is not current, and/or is untrue, incomplete and/or inaccurate, then we shall have the right to suspend or terminate your accounts and your use of this Site and of the Services.

    You also grant us the right to disclose to third parties certain Registration Data about you. The information we obtain through your use of this Site and/or the Services, including your Registration Data, is subject to our privacy policy located at: www.freshtix.com/privacy (our “Privacy Policy”) which is specifically incorporated by reference into these Terms of Use.

  4. Fees for Services

    1. Service Fees (paid by Buyer).

      We are entitled to the following service fees from each Buyer (“Service Fees”):

      1. Basic Service Fee: For each purchased ticket, regardless of the method of purchase or fulfillment, we are entitled to $1.49 plus 2% of the face price of such ticket. If you use our merchant processing account, we are entitled to an additional 3% of the face price of the ticket. This Basic Service Fee will normally be added to the retail price of the ticket, provided however, upon your request, we will use commercially reasonable efforts to have the Basic Service Fee embedded within the retail price of the ticket. There is no Basic Service Fee for free tickets or for free events.
      2. Human Assistance Fee: In addition to the other applicable Service Fees, for each ticket purchased through our call center, we are entitled to $2.50 per ticket.
      3. Shipping Fees: In addition to other applicable Services Fees, we are entitled to charge fees for the cost of shipping each ticket by means other than via standard US Mail.

      You agree that we may adjust the Service Fees at any time in our sole discretion. In the event the Service Fees are adjusted, we will use commercially reasonable efforts to notify you within thirty (30) days after such adjustment. You agree that each component of the Service Fees charged to a Buyer is computed independently of all other applicable components of the Service Fees and may be rounded up to the nearest penny before being added to the total Service Fees charged to a Buyer. In the event legal action is necessary to collect on balances due from a Buyer, you agree to reimburse us for all actual expenses incurred to recover sums due, including attorney fees, court costs and other legal expenses.

    2. Reimbursements (paid by You).

      We are entitled to the following reimbursements from you ("Reimbursements"):

      1. Chargebacks: You agree to reimburse us for any and all expenses incurred by us as a result of any disputed payments, customer complaints, allegations of fraud, and any other discrepancies connected in any way to the purchase of tickets for your event(s), including, without limitation, all credit card chargebacks.
      2. Refunds: You agree to reimburse us for any and all expenses incurred by us as a result of any refund of any payment to any Buyer, regardless of the reason for such refund. You agree to pay us all Services Fees that we refund to a Buyer for any reason other than due to the cancellation or rescheduling of the Event Buyer was scheduled to attend.
  5. Payments

    Payments by Buyers for the Service Fees shall be made using either (a) your PayPal Account, or (b) our merchant processing account.

    For payments by a Buyer made using your PayPal Account, we will deduct the Service Fees from your PayPal Account at the time of Buyer’s ticket purchase. You hereby approve our actions to deduct such Service Fees from your PayPal Account.

    For payments by a Buyer made using our merchant processing account, we shall collect the entire payment amount from the Buyer, deduct all applicable Services Fees, and then pass the remainder along to you within five (5) business days after the event end date for the event to which the Service Fees correspond. Payments will only be made to U.S.-based bank accounts. We shall pay you by ACH wire transfer, payable to your legal name at the address you provided to us through this Site, provided however, that we reserve the right to withhold payment to you (i) at any time as we determine to be necessary for the processing and recovery of any Service Fees and Reimbursements, (ii) at any time we suspect or determine that you have engaged in fraud, violated these Terms of Use, and/or violated any applicable laws or regulations, (iii) at any time we suspect or determine a transaction to be fraudulent or suspicious and/or (iv) as otherwise permitted pursuant to these Terms of Use. You agree that you are entitled to payment from us only following conclusion of the applicable event and all amounts payable to you will be net of all Service Fees and Reimbursements. We shall provide you with a printed statement summarizing all ticket purchases, Service Fees, and Reimbursements. It is agreed and understood that we shall not be liable to you for the printing and sale of unauthorized, fake, or counterfeit tickets.

    For any amounts owed by you to us under these Terms of Use, we may, without limiting our other rights and remedies, deduct and offset such amounts from any outstanding balance that we would otherwise owe to you, and/or send an invoice via email to you for such amounts. You shall pay such invoiced amounts within fifteen (15) days after the date of the invoice. In the event that you fail to pay to us any amount owed when due pursuant to these Terms of Use, such unpaid amount shall bear interest at a rate equal to 1.5% per month, compounded daily, and we further reserve the right, in our sole discretion and without limiting our other rights and remedies, to terminate your access to this Site and to the Services, to cancel all events listed by you through this Site, to charge and collect payment through your credit card on file with us, and to pursue all other legal remedies.

    After sixty (60) days from the date on the invoice, if the amount owed to us has not yet been paid in full, you hereby authorize us to collect payment for the unpaid amount owed to us via an ACH debit from your bank account with the routing number and bank account number that you have provided to us through this Site. You agree that this authorization represents your written authorization for such ACH debit. This authority is to remain in full force and effect until we have received written notification from you by email to greenlight@freshtix.com of its termination in such time and in such manner as to afford us and our bank a reasonable opportunity to terminate it.

    You are solely responsible for determining which, if any, sales, use, amusement, value added, consumption, excise and other taxes, duties, levies and charges (collectively, "Taxes") apply to your use of the Site and the Services and for collecting, remitting and reporting the correct amounts of all such Taxes to the applicable governmental authorities. The Service Fees do not include any Taxes except to the extent that a Tax is expressly set forth in the applicable invoice or billing statement, and you agree to pay to us any Taxes that are imposed and payable on such Service Fees (other than those calculated based on our net income). In the event that a governmental authority requires us to pay any Taxes attributable to your use of the Site and/or the Services, you agree to indemnify and reimburse us for such Taxes and all costs and expenses related thereto.

  6. Event Rescheduling, Cancellation and Refunds

    You are solely responsible for (i) communicating your refund policy to the Buyers, (ii) making any refunds to the Buyers and/or directing us to make refunds to the Buyers, and (iii) making sure that your refund policy is consistent with these Terms of Use. All communications or disputes regarding refunds or chargebacks are between you and the Buyer, and we will not be responsible or liable for, and you hereby agree to fully indemnify us and our Affiliates for, refunds, chargebacks, errors in issuing refunds, or lack of refunds. Notwithstanding the foregoing, you acknowledge and agree that we shall have the right to force a refund of any or all tickets at any time for any reason, including, without limitation, if we receive complaints from Buyers with respect to the applicable event or another event held by you, or we determine that you have engaged in any fraudulent activity or made any misrepresentations.

    Your refund policy should include the following terms:

    Rescheduling: Organizer agrees to grant refunds to all Buyers who request a refund from us for Organizer's Events that are rescheduled or for which scheduled entertainment or venue has changed subsequent to ticket purchase. Organizer shall be responsible to us for any and all claims by Buyers who request refunds due to rescheduled Events.

    Cancellation: In the event of a cancellation, Organizer agrees to immediately end sales in order to prevent further ticket sales for the canceled Event. We shall immediately issue refunds to all customers who purchased tickets through us. We do not refund to Buyers any Mail Delivery Fees or Shipping Fees. All other Service Fees are refunded to the Buyer for cancellations and rescheduled Events.

    Will-Call Errors by Organizer: Organizer agrees to grant refunds to any Buyer who appears on the Freshtix Will-Call manifest but who is denied access to the Event due to human error on the part of any staff employed by Organizer or the Event staff, or due to equipment failures or Internet access problems experienced by Organizer or Buyer.

    Other: Organizer may authorize us to grant refunds for any other reason, at Organizer's own discretion. Organizer agrees that, for any refunds granted for reasons other than cancellation or rescheduling of Organizer's Event, we shall collect from Organizer at the time of payment settlement, or deduct from future payment settlement, or invoice Organizer, all Service Fees initially paid by Buyer on all tickets for which refunds were issued. All applicable charges for refunded tickets shall be described on all relevant invoices.

  7. Additional Services

    Pursuant to your request and in our sole discretion, we may provide additional services to you beyond the functionality of this Site. The fees for any such services will be established from time to time by us. All such additional services shall be subject to these Terms of Use.

  8. Conduct on this Site

    Your use of this Site and the Services are subject to all applicable laws and regulations. You are solely responsible for the content of your communications through this Site. By posting information in or otherwise using any communications service, account registration, chat room, message board, comments, newsgroup, software library, or other interactive service that may be available to you on or through this Site, you agree that you will not upload, share, post, email, make available, or otherwise distribute or facilitate distribution of any content, including without limitation, text, communications, software, images, sounds, data, or other information that:

    1. Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;
    2. Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
    3. Infringes on or in any violates any patent, trademark, trade secret, copyright, right of publicity, license, or other proprietary right of any party;
    4. Constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
    5. Contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party;
    6. Impersonates any person or entity, including any of our employees or representatives;
    7. Is harmful to minors;
    8. Relates to the sale or provision of goods and services other than the sale or provision of tickets and registrations to Events listed on this Site and other goods and services being sold or provided in conjunction with such Events;
    9. Relates to the sale or ingestion of illegal drugs or other illegal substances;
    10. Relates to cannabis or cannabis-infused products being provided for free, for purchase, or as part of the ticket price, or Event attendee(s) sharing of cannabis or participating in dispensary tours;
    11. Relates to credit repair services;
    12. Relates to the sale, distribution or unlawful use of firearms, weapons, or other devices designed to cause physical injury;
    13. Relates to terrorist activity or organized criminal activity; and/or
    14. Violates any applicable law or regulation (foreign or domestic).

    We neither endorse nor assume any liability for the contents of any material uploaded or submitted by third party users of this Site. We generally do not pre-screen, monitor, or edit the content posted by users of communications services, chat rooms, comments, message boards, newsgroups, software libraries, or other interactive services that may be available on or through this Site. However, we and our agents have the right at our sole discretion to remove any content that, in our judgment, does not comply with these Terms of Use and any other rules of user conduct for this Site, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against us arising out of such removal of content. See “Use of Your Materials” below for a description of the procedures to be followed in the event that any party believes that content posted on this Site infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

    In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all areas of this Site may be available to you or other authorized users of this Site. You shall not interfere with anyone else's use and enjoyment of this Site or other similar services. Organizers who violate systems or network security may incur criminal or civil liability.

    You agree that we may at any time, and at our sole discretion, terminate your relationship with us without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security, including cooperating with law enforcement authorities in investigating suspected criminal violations.

  9. Third Party Sites and Information

    This Site may link you to other sites on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. Such other sites may contain information or material that some people may find inappropriate or offensive. Such other sites and parties are not under our control, and you acknowledge that we are not responsible for the accuracy, availability, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor are we responsible for errors or omissions in any references to other parties or their products and services or any damages caused by your reliance on such other sites. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the site or party by us, or any warranty of any kind, either express or implied.

  10. Intellectual Property Information

    For purposes of these Terms of Use, “content” is defined as any information, communications, software, photos, images, pictures, video, graphics, music, sounds, and other material and services that can be viewed by users on this Site or is otherwise made available through the Services. This includes, but is in no way limited to, message boards, comments, blogs, chat, and other original content.

    By accepting these Terms of Use, you acknowledge and agree that all content presented to you on this Site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of us and/or our Affiliates. You are only permitted to use the content as expressly authorized by us or the specific content provider. Except for a single copy made for personal use only, you may not copy, reproduce, modify, republish, upload, post, transmit, reverse engineer, decompile, disassemble, attempt to discover the source code, rent, lease, resell, distribute, or otherwise create derivatives of any content. Any unauthorized use of the materials appearing on this Site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

    Neither we nor our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this Site will not infringe the rights of third parties. See “Use of Your Materials” below for a description of the procedures to be followed in the event that any party believes that content posted on this Site infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

    The following are all registered trademarks, unregistered trademarks or service marks belonging to us and/or our Affiliates: TA Ticket Printing LLC, Ticket Alternative UK LTD, EventWristbands.com and Freshtix.com. All custom graphics, icons, logos and service names are registered trademarks, unregistered trademarks or service marks belonging to us or our Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these Terms of Use grants you any right to use any trademark, service mark, logo, and/or the name of Freshtix or its Affiliates.

  11. Use of Your Materials

    Subject to our Privacy Policy, any communication or material that you transmit to this Site or to us, whether by electronic mail or other means, for any reason, will be treated as non-confidential and non-proprietary. While you retain all rights in such communications or material, you grant us and our designated licensees a non-exclusive, paid-up, perpetual, and worldwide right to copy, distribute, display, perform, publish, translate, adapt, modify, and otherwise use such material for any purpose regardless of the form or medium (now known or not currently known) in which it is used.

    Please do not submit confidential or proprietary information to us unless we have mutually agreed in writing to accept such information. We are also unable to accept your unsolicited ideas or proposals, so please do not submit them to us in any circumstance.

    We respect the intellectual property of others, and we ask you to do the same. If you or any user of this Site believes its copyright, trademark or other property rights have been infringed by a posting on this Site, you or the user should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:

    1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
    2. Identification of the copyrighted work claimed to have been infringed;
    3. Identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit us to locate the materials;
    4. Information reasonably sufficient to permit us to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
    5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and
    6. A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringing.

    Pursuant to the Digital Millennium Copyright Act, 17 U.S.C.A. Sec. 512(c), our Designated Agent for Notice of claims of copyright infringement can be reached as indicated below. Service of repeat infringers of copyright or of users about whom repeat claims of copyright infringement are received will be terminated.

    Designated Agent for Claimed Infringement:

    Freshtix
    1206 Spring Street NW
    Atlanta, Georgia 30309
    (678) 701-6114
    redlight@freshtix.com

    You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from the Site without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.

  12. Disclaimer of Warranties

    THIS SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THIS SITE AND/OR THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THIS SITE AND/OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THIS SITE AND/OR THE SERVICES WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF THIS SITE, THE SERVICES, AND ANY PRODUCTS OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THIS SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

    THIS SITE AND/OR THE SERVICES COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THIS SITE AND/OR THE SERVICES, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY SERVICES, AT ANY TIME WITHOUT NOTICE. THIS SITE AND/OR THE SERVICES MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE THIS SITE AND/OR THE SERVICES.

    THE USE OF THIS SITE AND/OR THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY INFORMATION THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

    Through your use of this Site, you may have the opportunity to engage in commercial transactions with vendors. You acknowledge that all transactions relating to any products or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between such vendor and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

    Content available through this Site often represents the opinions and judgments of an information provider, Site user, or other person or entity not connected with us. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than our authorized spokesperson speaking in his/her official capacity. Please refer to the specific editorial policies posted on various sections of this Site for further information, which policies are incorporated by reference into these Terms of Use.

    SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

  13. Limitation of Liability

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE FOR: ANY CLAIM BASED UPON A THIRD PARTY CLAIM; ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE; ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, DELAYS, LOSS OF DATA, LOSS OF USE, LOST PROFITS, LOST SAVINGS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THIS SITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS; ANY MATTERS BEYOND OUR REASONABLE CONTROL; ANY OF YOUR CONTENT OR ANY CONTENT OF ANY USER OF THE SERVICES; OR ANY DIRECT DAMAGES IN EXCESS OF THE FEES PAID BY YOU FOR THE SERVICES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISING TO THE CLAIM. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

  14. Indemnification

    You agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including reasonable attorney's fees, that arise from: (i) your use or misuse of this Site and/or the Services; (ii) your Event(s): (iii) your breach of, or your failure to strictly comply with, these Terms of Use; (iv) your violation of any applicable laws, rules, and/or regulations; and/or (v) your negligence or intentional misconduct. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

    Freshtix agrees to store personal data obtained from your customers in a secure manner and shall indemnify you and hold you harmless for any data security breaches due to our negligence or intentional misconduct. Freshtix also agrees to work with you to comply with all data security breach notification laws and to resolve all claims in an expeditious and reasonable manner.

  15. Participation in Promotions

    From time to time, this Site may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on this Site. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and the advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.

  16. Representations and Warranties

    You warrant the following for any content or material that you transmit to this Site or to us through any means: (a) you own all proprietary rights, including without limitation trademark rights, to any content or material transmitted; (b) none of the content or material transmitted will infringe on any intellectual property rights of any third party; and (c) it is current, accurate, complete and true.

    You warrant that you are an agent at any venue at which any of your Events are held and you are duly authorized in such capacity to enter into these Terms of Use for the Event; there is no exclusive agreement of understanding between you, and/or the venue or the venue's owner or operators or any third party respecting the sale of tickets for any Event held at the venue that would compromise these Terms of Use; and the number of tickets put on sale will not exceed any legal fire restrictions or other restrictions of the venue or other governmental agencies or laws.

  17. Use of Site and Storage of Material

    You acknowledge that we may establish general practices and limits concerning use of the Services, including without limitation the maximum number of days that uploaded content will be retained on this Site, the maximum disk space that will be allotted or our servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Services in a given period of time. You agree that we have no responsibility or liability for the deletion or failure to store any content maintained or transmitted on or through this Site. You acknowledge that we reserve the right to log off accounts that are inactive for an extended period of time. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.

    We provide storage space and access for material through this Site. For purposes of these Terms of Use, “material” refers to all forms of communication that we may allow, including narrative descriptions, graphics (including photographs, illustrations, images, drawings, logos), executable programs, video recordings, and audio recordings. You may not use this Site to publish material that we determine, at our sole discretion, to be unlawful, indecent, or objectionable, or which violates the restrictions described in “Your Conduct on this Site” above. We will not routinely monitor the contents of your material. You are solely responsible for any information contained in your material and the lawful licensing, use and display of such material. You shall be solely responsible for paying all fees associated with the lawful licensing, use or display of such material. If complaints are received regarding language, content, or graphics contained in your material, we may, at our sole discretion, remove or modify the material and terminate or suspend your access to the Site and Services.

    The accounts of our users operate on shared resources. Excessive use or abuse of these shared network resources by one user may have a negative impact on all other users. Misuse of network resources in a manner that impairs network performance, including excessive consumption of CPU time, memory, disk space, and session time, is prohibited and may result in termination or suspension of your account or limitation of your activities.

    This Site is not designed or intended to be used as a disaster recovery facility or as an emergency data storage facility. Although we take reasonable precautions to preserve and protect the material you upload to this Site, you should not rely on this Site as your only storage facility. You should preserve backup copies of any digital data, information or other materials that you have uploaded. You agree not to hold us liable for any damage to, any deletion of or any failure to store your files, data or Registration Data.

  18. Security and Password

    You are solely responsible for maintaining the confidentiality of your password and account and for any and all statements made and acts or omissions that occur through the use of your password and account, including any mail sent and any charges incurred. Therefore, you must take steps to ensure that others do not gain access to your password and account. You must immediately exit from your account at the end of your use. Our personnel will never ask you for your password. You may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account in the event of any unauthorized transfer or sharing thereof. You agree to notify us immediately of any authorized use of your password or account or of any other breach of security. We will not be liable for any loss, damage, or other liability arising from your failure to comply with these account security provisions or from any other unauthorized use of your account.

  19. Export Controls

    Services available on or through this Site are subject to United States Export Controls. No Services from this Site may be downloaded or exported (a) into (or to a resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country which the United States has embargoed goods; or (b) anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Deny Orders. By downloading or using the Services, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

  20. International Use

    Although this Site may be accessible worldwide, we make no representation that materials on this Site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with this Site is void where prohibited.

  21. Termination of Use

    You agree that we may, in our sole discretion, terminate or suspend your access to all or part of this Site with or without notice and for any reason, including, without limitation, breach of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.

    Upon termination or suspension, regardless of the reasons therefore, your right to use the Services available on this Site immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or this Site. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith. Other than provisions in these Terms of Use pertaining to our providing Services to you, all other provisions of these Terms of Use, including, without limitation, your obligation to pay us any unpaid fees, shall survive any termination of your right to use the Services.

  22. Governing Law

    This Site (excluding any linked sites) is controlled by us from our offices within the State of Georgia, United States of America. It can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from those of Georgia, by you accessing this Site, we and you agree that the statutes and laws of the State of Georgia, without regard to the conflicts of laws principles thereof and without regard to the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of this Site and the provision and purchase of the Services. We and you each of agree and hereby submit to the exclusive personal jurisdiction and venue of the Superior Court of Fulton County and the United States District Court for the Northern District of Georgia with respect to such matters.

  23. Notices

    All notices to a party shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to the attention of Customer Service greenlight@freshtix.com, if by email, or at Freshtix, 1206 Spring Street, Atlanta, Georgia 30309, if by conventional mail. Notices to you may be sent either to the email address supplied for your account or to the address supplied by you as part of your Registration Data. In addition, we may broadcast notices or messages through this Site to inform you of changes to this Site or other matters of importance, and such broadcasts shall constitute notice to you.

    Any notices or communication under these Terms of Use will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally to the party; (2) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, if sent by US mail, return receipt requested; (4) on the delivery date if transmitted by confirmed facsimile; or (5) on the delivery date if transmitted by confirmed email.

  24. Entire Agreement

    These terms and conditions constitute the entire agreement and understanding between us and you concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These Terms of Use may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and us. To the extent that anything in or associated with this Site is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.

  25. Miscellaneous

    In any action to enforce these Terms of Use, the prevailing party will be entitled to reimbursement of actual costs and attorneys' fees.

    Any cause of action brought by you against us or our Affiliates must be instituted with one year after the cause of action arises or be deemed forever waived and barred.

    You may not assign your rights and obligations under these Terms of Use to any third party, and any purported attempt to do so shall be null and void. We may freely assign our rights and obligations under these Terms of Use.

    You agree not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of this Site, or use of or access to this Site.

    In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of the Services arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

    If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

    Any failure by us to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.

  26. Contact Information

    Except as explicitly noted on this Site, the Services available through this Site are offered by us. We are located at 1206 Spring Street NW, Atlanta, Georgia 30309. Our telephone number is (678) 701-6114. If you are a Georgia resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information. If you notice that any user is violating these Terms of Use, please contact us at greenlight@freshtix.com.