THIS TICKETING SERVICES AGREEMENT ("Agreement") is made by and between Nortap TicketLeap, Inc. (dba Leap Event Technology), a Delaware corporation, with a principal place of business at 10675 Perry Hwy, #1316, Wexford, PA 15090 ("Company," "We," "Us," or "Our"), and you, a person, organization or other entity (an "EVA," or "You" or "Your"). TicketLeap is in the business of providing reservations, tickets, memberships, certificates, products, bundles, admissions, and/or confirmations that allow the ticket holder or purchaser (each, a "Patron") attendance at, access to, or participation in, events (including streamed events), venues and other activities (each, an "Event"). You, as an Event organizer, are authorized to provide access to such Events. The parties, intending to be legally bound, hereby agree as follows:
BY CREATING AN ACCOUNT, YOU REPRESENT THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THE TERMS OF SERVICE ("TOS"), WHICH IS HEREBY INCORPORATED BY REFERENCE, AND EXPRESSLY AGREE TO, AND CONSENT TO BE BOUND BY, ALL OF THE TERMS AND CONDITIONS CONTAINED THEREIN. THIS AGREEMENT SHALL HAVE THE SAME LEGAL EFFECT AND FORCE AS A WRITTEN AND SIGNED DOCUMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS, WE WILL PROMPTLY CANCEL THIS TRANSACTION AND YOU WILL HAVE NO RIGHT TO ACCESS THE TICKETLEAP.COM WEBSITE (THE "SITE") AND THE SERVICES THAT IT OFFERS. WE RESERVE THE RIGHT TO DECLINE YOUR REQUEST FOR SERVICES FOR ANY REASON AND WITHOUT NOTICE.
1. OUR SERVICES AND RESPONSIBILITIES
Company shall provide the following services ("Services") under this Agreement: (i) display and list Your Event on Company's Site, located at the following world wide web address: https://www.ticketleap.com, including where applicable, streaming Your Event; (ii) accept and process on-line orders for tickets to Your Event and process all payments to said Event on Your behalf through Company's designated third-party payment processor (the "Processor"), as more fully described below; and (iii) provide an accounting to You of Our fees and charges for each ticket sold by Us. All payments for tickets to Your Event are processed exclusively through the Processor (collectively, the "Payment Service"). For more information, please see https://www.ticketleap.com.
2. FEES, CHARGES, AND PAYMENT METHODS
2.1 OVERVIEW
Company processes all event registration fees and ticket payments on Your behalf exclusively through Company's designated Processor (the "Gateway"). Company reserves the right to change its Processor at any time, in its sole discretion, upon notice to You.
Company charges a per-ticket fee for Our Services, and an additional payment processing fee for ticket sales and, if applicable, an additional refund processing fee for refunds, in each case processed through the Gateway (collectively, "Fees"), as more fully described in Section 2.2 below. We will deduct all applicable Fees from Your booking revenue as stated in this Agreement and in Our pricing policy, which can be found at https://www.ticketleap.com/info/pricing/ and is incorporated by reference herein, and which may change periodically (thus, You should check this link periodically to familiarize Yourself with Our current Fee schedule). All Fees and any other monies contemplated by this Agreement are payable in United States Dollars, or in any foreign currency accepted by Company for Events in another country or jurisdiction, as shown on Our Site.
2.2 THE GATEWAY; PAYMENT PROCESS
When You use the Services, payment processing occurs through the Gateway, and EVAs are assessed a processing fee equal to the percentage of the discounted order total then set forth in Company's pricing policy at https://www.ticketleap.com/info/pricing/. Under this Agreement: (i) Company will collect all event registration fees on Your behalf from the Patron through the Gateway and deduct all applicable Fees from the event registration fees passed along to You, the process of which is more fully described at https://www.ticketleap.com/info/pricing/; (ii) Company will make all payments to You (event registration fees minus applicable Fees due to Company, including any prior balance due to Company for any reason) by direct deposit into the account You authorize. You represent, warrant and covenant that the mailing address and account information provided to Us is accurate and You will update this information as necessary to maintain its accuracy; and (iii) Company will use commercially reasonable efforts to submit payment for the balance due to You within seven (7) business days after the end date for the Event to which the registration fees correspond, provided that Company reserves the right to withhold funds at any time as Company in its sole discretion determines to be necessary for the processing and settlement of all returns, disputed charges, customer complaints, allegations of fraud, chargebacks, expected chargebacks and other discrepancies.
You acknowledge that the Gateway is currently operated by Stripe, an independent third-party payment processor, and that Your use of the Payment Service is subject to Stripe's own terms of service, policies, and underwriting requirements, in addition to this Agreement. Company is not responsible for, and disclaims all liability arising from or relating to, the acts, omissions, outages, or policy decisions of Stripe, except to the extent caused by Company's own gross negligence or willful misconduct in Our use of the Gateway on Your behalf.
2.3 BOX OFFICE PROCESSING FEE
Company will charge a box office processing fee per ticket for each ticket sold onsite at an Event, regardless of payment method You choose, as set forth in Our pricing policy, which can be found at https://www.ticketleap.com/info/pricing/. This fee will be deducted from Your booking revenue as stated in this Agreement and in Our pricing policy.
2.4 REFUNDS
It is Your responsibility to communicate Your refund policy to Patrons. In the event of canceled or postponed Events, Your refund policy is superseded by Company's refund policy as described in subsection (B) below. EVA shall ensure that its refund policy is consistent with the terms of this Agreement, the payment and refund processes included in the Services, and all applicable legal, regulatory and other governmental requirements. All communications or disputes regarding refunds are between the EVA and the Patron, and Company will not be liable for any decision to issue or not issue refunds in the course of the use of the Services.
(A) Individual Refunds. If a Patron desires to request a refund, the Patron must request a refund from the EVA. If the EVA desires to fulfill the request, the EVA can utilize the Services or contact Company to process the refund through the Gateway. Company will use commercially reasonable efforts to process refunds issued and requested to be issued by the EVA in a timely manner after the EVA authorizes the issuance of such refunds. Company has no responsibility to provide individual refunds which have not been authorized by the EVA in accordance with this provision. In addition, Company will NOT issue any refund to a Patron unless and until sufficient funds for the refund have been received from the EVA or are otherwise available from Your balance held by Company.
(B) Canceled or Rescheduled Events. Company will not make any payment to an EVA with respect to any Event that is canceled (or for which the EVA otherwise authorizes a refund). If an Event is canceled, Company will issue an invoice to EVA for all Fees due to Company for such Event. Upon payment of all such Fees, Company will issue a full refund to Patrons. If an EVA fails to submit payment to Company for its Fees in a timely manner, Company will process refunds for the canceled Event less all applicable Fees and the EVA shall thereafter be required to refund the fees directly to Patrons and Company shall have no further liability or obligation. If an Event is rescheduled, Company retains sole and absolute discretion to determine whether such rescheduling will be considered a cancellation for purposes of the refund policy described in this section
(C) Notwithstanding the foregoing, You acknowledge and agree that, to protect its reputation and the integrity of the Site, Company shall have the right (but not the obligation) to force or provide a refund to Patrons of any or all amounts paid for tickets at any time for any reason or no reason, including without limitation, (i) if Company receives complaints from a substantial number (as determined by Company in its sole discretion) of Patrons with respect to an EVA or the applicable Event, (ii) Company determines in its sole discretion that the EVA has engaged in fraudulent activity or made any misleading statements or misrepresentations, or (iii) if Stripe requires or directs such a refund pursuant to its own policies. Company shall have no liability whatsoever to an EVA in connection with or arising from any such decision to force or provide refunds.
2.5 CONFIRMATION.
Upon receipt of a credit card authorization from each individual ticket purchaser, Company generates a confirmation message and issues a unique confirmation number. You agree to unconditionally accept, honor, and fulfill all ticketing commitments that have been confirmed by Company through the Services (and not returned or voided), and it is Your responsibility to verify the applicable Patron's membership status, confirmation number and/or any Event restrictions prior to the subject Event. If We learn that You are not honoring Our ticketing commitments, we reserve the right, in our sole discretion, to terminate Your account without liability or further obligation.
2.6 COLLECTION COSTS.
In the event that You do not pay to Company upon request any amount required to paid by You under this Agreement, Company shall be entitled to recover from You, in addition to any amounts otherwise owing, its reasonable costs of collection, including, without limitation, collection agency fees, reasonable attorneys' fees, and court costs.
3. STRIPE COMPLIANCE; PROHIBITED AND RESTRICTED BUSINESSES
(A) Stripe's Policies Govern the Payment Service. Company's payment processing Services are provided exclusively through its designated Processor, currently Stripe, Inc. (“Stripe”). Stripe maintains its own Services Agreement and a Prohibited and Restricted Businesses list, currently available at https://stripe.com/legal/restricted-businesses, as amended by Stripe from time to time (collectively, "Stripe's Policies"). You represent and warrant that Your Event, Your business, and the goods, services, memberships, or other offerings sold in connection with Your Event do not fall within any category identified as prohibited under Stripe's Policies, and are not, to Your knowledge, within any category identified as restricted under Stripe's Policies unless You have obtained any approval required by Stripe for that category. You agree to review Stripe's Policies periodically, as they may change without notice to You or to Company.
(B) Stripe's Independent Enforcement. You acknowledge and agree that Stripe, as an independent third-party financial services provider, may in its sole discretion and in accordance with its own policies, applicable card network rules, and applicable law: (i) decline to process any transaction; (ii) place a hold or reserve on funds; (iii) delay, suspend, or terminate Your access to the Payment Service; or (iv) close Your account or the account through which Your Event's payments are processed, in each case with or without prior notice to You or to Company. Company has no control over, and no liability whatsoever for, any such action taken by Stripe. Any funds held, delayed, or forfeited as a result of Stripe's enforcement of its own policies are Stripe's to release, and Company has no obligation to advance, replace, or otherwise make You whole for any such funds.
(C) Notice Obligation. You shall notify Company promptly, and in no event later than two (2) business days, after You receive any notice from Stripe that Your account has been flagged, restricted, subjected to a reserve, suspended, or terminated. Company reserves the right to suspend or terminate Your access to the Services, and to cancel any Event listed by You, upon receiving notice (from Stripe, from You, or otherwise) that Your account has been suspended or terminated by Stripe, without liability to Company.
(D) Indemnification. In addition to Your other indemnification obligations under this Agreement, You agree to indemnify, defend, and hold harmless Company Parties (defined below) from and against any and all Losses (defined below) arising from or relating to Your Event, business, or offerings violating Stripe's Policies, or arising from any action taken by Stripe in connection with such violation.
(E) Change of Processor. Company reserves the right to change its designated Processor at any time, in its sole discretion, upon notice to You. Upon any such change, references in this Agreement to "Stripe" or the "Gateway" shall be deemed to refer to the then-current Processor and its then-current policies.
4. TAXES; WITHHOLDING.
You are responsible for (and will indemnify and hold harmless Company against) all taxes or other governmental charges associated with Your Event or Your sale of tickets through the Services (accepting taxes based on Company's net income). For example, some states may charge an amusement or other tax on certain types of Events. It is Your responsibility to know if any applicable laws apply to You and to adjust the ticket price accordingly to account for Your payment of these taxes.
If Company determines that it is required to collect or pay any such taxes or other charges, it may deduct such amounts from any balance payable to You under this Agreement or invoice You for such taxes or other charges. Company reserves the right to withhold the payment of any amounts owed to You hereunder if Company suspects or determines that such amounts have been generated in (i) a fraudulent manner, (ii) violation of this Agreement or the TOS, or (iii) violation of any applicable laws or regulations (foreign or domestic). Such withholding may be temporary or permanent (as determined by Company).
5. EVENT RESTRICTIONS
When submitting Your Event to Company to be listed or streamed on Our Site, it is Your responsibility to provide to Us any event restrictions associated with said Event. Any Event that requires a restriction for admission, including, but not limited to, age, school or organizational affiliation, hardware or software requirements, or other characteristics or requirements, must be clearly stated by You upon submission to Us. It is Your responsibility to ensure that said restriction is lawful and does not violate any federal, state, or local laws, or any applicable foreign laws, prior to submitting the Event to Us. It is also Your responsibility to verify that all Patrons can be admitted to or have access to view Your Event, as applicable.
6. ACCESS; SAFEGUARDS
You understand and agree that the Site may, at times, be inaccessible or inoperable for any reason, including, but not limited to: (i) equipment or communications malfunctions; (ii) periodic maintenance, repairs, or administrative reviews which We may undertake from time-to-time; or (iii) causes beyond Our reasonable control or which are not reasonably foreseeable by Us, such as acts of government or the malicious or criminal acts of third parties.
7. REPRESENTATIONS AND WARRANTIES
You represent and warrant the following: (i) You are a producer, promoter, presenter, or manager of the Event; (ii) You have the authority and right to offer, sell, and honor the tickets to the Event sold on Our Site; (iii) the Event itself and any material or content provided by You to Us for use on Our Site is/are not (and does not contain, promote, or link to material or content that is) pornographic, defamatory, grossly offensive, harassing, malicious, illegal, or otherwise objectionable, and do not infringe or violate (or contain, promote or link to material or content that infringes or violates) the rights of any person or entity, including, but not limited to, copyright, trademark, patent trade secret, proprietary, intellectual property, and rights of privacy and/or publicity, whether by statute or common law; (iv) the number of tickets put on sale for each Event does not and will not exceed legal, fire, or other restrictions of the venue or of governmental agencies or laws. You are solely responsible for maintaining ticket allocations within legal limits and Company will not be responsible in any way for the over-selling of an Event; (v) You will provide clear, conspicuous and accurate fee disclosures when advertising, displaying, offering and posting the price for tickets to an Event or products. These disclosures will include, but are not limited to, the total price of the ticket or product, any applicable taxes, fees or surcharges, and any additional costs. You are solely responsible for any error in advertising, displaying, offering and posting the price of the ticket or product, including any incorrect prices; and (vi) the Event and the sale of tickets to the Event do not constitute a violation of any federal, state, and/or local law.
You have established, and shall at all times during the term of this Agreement maintain and comply with, reasonable administrative, organizational, technical, and physical controls that prevent the Site from being accessed or used in any manner in violation of any applicable terms or other agreements between Company and Patrons (including in violation of any prohibitions or use restrictions contained therein, such as prohibitions on copying the Site or any of its content). You shall immediately notify Company in writing upon becoming aware of any such conduct or activity. In addition to Your other indemnification obligations in this Agreement, You hereby agree to indemnify, defend, and hold harmless Company and its affiliates from and against any claims, actions, demands, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) incurred by the Company Parties as a result of or in connection with any such conduct or activity.
8. USE RESTRICTIONS
(A) You will not use Company Site or Service for unlawful purposes.
(B) You will not promote or sell tickets to fake Events, clone Event listings You have no authority to promote or sell tickets for, or collect funds for Events You have no authority, rights, or intent to deliver.
(C) You will not submit, stream, or otherwise provide or make available any information or content that is defamatory, indecent, pornographic, obscene, otherwise objectionable or harmful, or that violates the legal rights of third parties through or using Company Site or Service.
(D) You will not engage in data mining or similar data gathering or extraction activities or retrieve data or other content from Company Site or Service for purposes of creating or compiling that content for any purpose other than your authorized use of Company Site or Service as permitted by this Agreement.
(E) You will not access, use, or copy any portion of Company Site or Service, including any of its content, through the use of indexing agents, spiders, scrapers, bots, web crawlers, or other automated devices or mechanisms.
(F) You will not use Company Site or Service to post, transmit, input, upload, or otherwise provide any information or material that contains any viruses, worms, Trojan horses, logic bombs, time bombs, cancelbots, malware, ransomware, adware, or other harmful computer code or programming routines, including those designed to or that reasonably may disable, damage, impair, interfere with, surreptitiously intercept, or expropriate Company Site or Service or any computers, hardware, software, system, data, or networks.
(G) You will not engage in activities that aim to render Company Site or Service or associated services inoperable or to make their use more difficult.
9. DISCLAIMER OF WARRANTIES
COMPANY’S SITE AND SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTY OF ANY KIND. COMPANY DOES NOT WARRANT OR GUARANTEE THE QUALITY, COMPLETENESS, TIMELINESS, OR AVAILABILITY OF THE SITE OR SERVICES. COMPANY DOES NOT WARRANT OR GUARANTEE THAT THE SITE OR SERVICES WILL BE SECURE, UNINTERRUPTED OR ERROR FREE, THAT ANY DEFECTS IN THE SITE OR SERVICES WILL BE CORRECTED, OR THAT THE SITE OR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CONDITIONS OR COMPONENTS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SITE AND SERVICES, INCLUDING WITHOUT LIMITATION THOSE REGARDING AVAILABILITY, QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR ANY USE OR PURPOSE, COMPATIBILITY WITH ANY STANDARDS OR USER REQUIREMENTS, TITLE, AND NON INFRINGEMENT, AS WELL AS ANY ARISING BY OPERATION OF LAW OR FROM A COURSE OF DEALING OR USAGE IN TRADE. COMPANY HAS NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY CONTENT OR USER COMMUNICATION. USE OF THE SERVICE IS AT YOUR SOLE RISK. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM COMPANY, WHETHER IN ORAL, WRITTEN, OR ELECTRONIC FORM, RELATING TO YOUR USE OF THE SITE AND SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
10. INDEMNITY FOR THIRD-PARTY ACTIONS
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, RELEASE AND HOLD HARMLESS COMPANY, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, OWNERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, SUCCESSORS, ASSIGNS, LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “COMPANY PARTIES”) FROM AND AGAINST ALL THIRD-PARTY CLAIMS, DEMANDS, ACTIONS, AND LAWSUITS, AS WELL AS ALL LOSSES, DAMAGES, JUDGMENTS, LIABILITIES, SETTLEMENTS, FINES, PENALTIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) INCURRED IN CONNECTION THEREWITH (COLLECTIVELY, “LOSSES”) ARISING FROM OR RELATING TO (A) YOUR USE OF COMPANY SITE OR ANY SERVICES OFFERED BY COMPANY; (B) YOUR VIOLATION OF THIS AGREEMENT; (C) ANY CONTENT OR FEEDBACK YOU PROVIDE; (D) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF ANY THIRD PARTY; (E) ANY EVENT OR VENUE, INCLUDING BUT NOT LIMITED TO PHYSICAL DAMAGE, PERSONAL HARM, ILLNESS, INJURY, OR DEATH INCURRED IN CONNECTION THEREWITH; (F) ANY CANCELLATION, POSTPONEMENT, RESCHEDULING, OR DELAY OF AN EVENT; (G) YOUR FAILURE TO ALLOCATE A SUFFICIENT NUMBER OF TICKETS FOR AN EVENT OR OVERSELLING AN EVENT; (H) ANY ALLEGATION THAT THE CONTENT YOU PROVIDE OR DATA OR INFORMATION YOU INPUT INTO COMPANY SITE INFRINGES, MISAPPROPRIATES, OR VIOLATES THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY (COLLECTIVELY, “THIRD-PARTY ACTIONS”); (I) YOUR BREACH OF A REPRESENTATION OR WARRANTY UNDER THIS AGREEMENT; OR (J) YOUR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, AND FRAUD.
YOU UNDERSTAND AND AGREE THAT YOUR INDEMNIFICATION OBLIGATIONS TO COMPANY PARTIES APPLY EVEN IF SUCH THIRD-PARTY ACTION AND THIRD-PARTY RELATED LOSSES ARISE FROM THE NEGLIGENCE OF ANY KIND OR DEGREE, BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NON-COMPLIANCE WITH APPLICABLE LAW, OR OTHER FAULT OR WRONGDOING OF ANY COMPANY PARTIES.
HOWEVER, NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO REQUIRE ANY INDEMNIFICATION THAT WOULD RENDER OR MAKE THIS CLAUSE, IN WHOLE OR IN PART, VOID AND/OR UNENFORCEABLE UNDER APPLICABLE LAW. FURTHER, YOUR INDEMNIFICATION OBLIGATION SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL OR RECKLESS MISCONDUCT OF COMPANY PARTIES, OR GROSS NEGLIGENCE OF COMPANY PARTIES IN THOSE STATES THAT DO NOT PERMIT INDEMNIFICATION FOR GROSS NEGLIGENCE.
“THIRD PARTY” MEANS ANY PERSON OR ENTITY OTHER THAN COMPANY AND EVA, AND INCLUDES, USERS OF COMPANY SITE, PATRONS, EVA’S SPOUSE, PARTNER, FAMILY MEMBERS, GUESTS, FRIENDS, NEIGHBORS, ROOMMATES, TENANTS, EMPLOYEES AND CONTRACTORS, AND ANY INSURANCE COMPANY.
Company will give You prompt notice of such Losses. Failure to receive such prompt notice will not diminish Your obligation hereunder unless, and only to the extent that, such failure prejudices Your ability to defend against such Losses. Company reserves the right to assume the exclusive defense and control of any matter for which you are required to indemnify Company, and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without Company prior written consent.
11. NO INDEMNIFICATION BY COMPANY
Company shall have no obligation to indemnify, defend, release and hold harmless You or any Third Party from or against any Losses arising from or related to Your use of the Site or Services.
12. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES WILL COMPANY OR COMPANY PARTIES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, RELIANCE, SPECIAL, OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE SITE OR SERVICE, OR THE INTERNET GENERALLY, INCLUDING, BUT NOT LIMITED TO: (A) CLAIMS FOR LOSS OF INCOME, LOSS OF OPPORTUNITY OR PROFITS, OR LOSS OF GOODWILL, (B) YOUR USE OR INABILITY TO USE THE SITE; (C) ANY CHANGES TO OR INACCESSIBILITY OF THE SITE; (D) ANY DELAY, FAILURE, UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY TRANSMISSION OR DATA; (E) ANY MATERIAL OR DATA TRANSMITTED OR RECEIVED OR NOT TRANSMITTED OR RECEIVED; AND/OR (F) ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SITE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE. SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR A CLAIM IN CONNECTION WITH YOUR USE OF THE SITE OR SERVICE IS LIMITED TO THE TOTAL FEES AND CHARGES PAID BY YOU TO COMPANY IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND WILL NOT EXCEED THAT AMOUNT. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SECTION ALLOCATES THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO MAKE AVAILABLE AND TO USE THE SITE AND SERVICES.
13. MISREPRESENTATION OF EVENT
The Event must be accurately and truthfully described when an EVA submits the Event listing to Company to be posted on the Site. If We discover and determine, in Our sole discretion, that You misrepresented the Event, We will cancel the Event and may issue a refund to Patrons (net of any Fees) as provided in this Agreement. If We determine that You repeatedly engage in the conduct described in this paragraph, Your account will be terminated and any other Events submitted by You will be canceled pursuant to this Agreement and Company reserves the right to take other actions or pursue additional remedies as permitted by law.
14. TECHNICAL SUPPORT
Company will provide technical and other customer support to an EVA by which You may obtain technical assistance in dealing with any difficulties which may arise in connection with Your use of Our Site. EVAs may access support at https://help.ticketleap.com/. We attempt to provide such support in a timely manner, but make no guarantees that We will respond to Your inquiry by a particular time.
15. CONFIDENTIALITY AND NON-DISCLOSURE
You understand and acknowledge that Company is the owner of valuable trade secrets and confidential, non-public, and proprietary information (collectively "Confidential Information") and acknowledge that the services which We perform involve the furnishing of Confidential Information to You including, but not limited to: (i) customer names, mailing addresses, and other personally-identifiable information; (ii) sales; (iii) market demographics; (iv) pricing; and (v) business strategy, and that the goodwill and competitive position of Company depend, in part, upon You keeping such Confidential Information confidential. You agree to use Your best efforts to protect Our Confidential Information and to implement security measures to keep said Confidential Information confidential. Except pursuant to court order or the prior written consent of Us, You agree that You shall not disclose, distribute, sell, license, transmit, or disseminate any Confidential Information to any other party or permit or cause any unauthorized party to disclose, examine, and/or reproduce any reports, documents, transmissions, or data containing Confidential Information prepared or owned by Us. If You are requested or required to disclose Confidential Information pursuant to legal proceedings, You shall promptly notify (to the extent permitted by law) Us so that We may prepare a response to said legal proceedings and You shall cooperate with Our efforts to obtain a suitable protective order.
16. NON-SOLICITATION
You agree that You shall not solicit or contact for the purpose of soliciting, or assist anyone else in soliciting or contacting for the purpose of soliciting, via e-mail or through other means, any of Our customers (including any Patron or EVA You interact with through the Site or the Services) in order to purchase, buy, acquire, or obtain any other product, service, or other solicitation, or for the purpose of terminating, altering, or in any way modifying Our customers' relationship with Us.
17. PROMOTION OF EVENT
An EVA shall use reasonable efforts to create, produce, and distribute marketing and promotional materials, and/or otherwise create marketing and promotional campaigns, which state that tickets to Your Event shall be available for sale at Company Site. You will not engage in any activities or make any statements that are misleading, deceptive, illegal, or fraudulent in connection with any such promotion.
18. TERMINATION
Except as provided elsewhere in this Agreement, either party may terminate this Agreement at any time upon seven (7) calendar days’ notice to the other party as provided in the paragraph titled "Notice" in the TOS. If You terminate this Agreement after You have submitted Your Event to Us, Your Event shall be canceled as provided in this Agreement.
19. REFERENCES
You grant us a limited, worldwide, royalty-free license to reproduce and use Your company or organization name, logos and trademarks (and to authorize Our service providers and media outlets to do so) in advertising or promotional materials, in any and all media (including print and Internet), whether now or hereafter existing, for the purpose of referring to You as a Company customer and/or describing our Services for You.