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, 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:
- 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: http://www.ticketleap.com, including where applicable, streaming Your Event; (ii) accept and process on-line orders for tickets to Your Event and, if You choose the "Full Service" payment processing option described in Section 2.1 below, process all credit card and other payments to said Event on Your behalf; and (iii) provide an accounting to You of Our fees and charges for each ticket sold by Us. If You choose the "Self-Service" payment processing option as described in Section 2.2 below, payments are all processed by You through Your PayPal account, Your Authorize.net gateway, in cash or check, or other third party payment application (collectively, "Facilitated Payment Modes" or "FPM"); or, if You choose the "Full Service" payment processing option, payments are processed through the Company payment processing gateway (the "Gateway"). For more information, please see http://www.ticketleap.com.
- FEES, CHARGES, AND PAYMENT METHODS
There are two types of payment processing options EVAs may elect when using the Services: (1) "Self Service", which consists of collecting event registration fees using FPMs; and (2) "Full Service", which requires the use of the Gateway for the collection of event registration fees. For tickets sold using the Self Service option, monetary payments will be made to You directly by the Patron, and for tickets sold using the Full Service option, payments will be made to You by Company, in each case as described more fully below.
Regardless of payment method You choose, Company charges a per-ticket fee for Our Services. If You have elected Full Service, Company charges an additional payment processing fee and, if applicable, an additional refund processing fee for ticket sales and refunds, respectively, processed by Us through the Gateway, as more fully described in Section 2.3 below (collectively, "Fees"). We will deduct or (if You have chosen the Self Service option) invoice you for 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 an another country or jurisdiction, as shown on our Site.
2.2 SELF SERVICE.
(A) INDEPENDENT RELATIONSHIP.
(B) SERVICE CHARGES.
If You elect Self Service, You will collect all monies directly from Patrons and agree to use best efforts to do so. By registering for and using the Self Service payment processing option, you agree to: (i) pay Company the then-current Fees set by Company for use of the Self Service payment processing option, which payments shall be due and payable upon receipt from Us of the invoice setting forth such charges. Invoices are generally sent weekly for Fees incurred since the last paid invoice (for more information, go to https://www.ticketleap.com/info/pricing); and (ii) accept sole responsibility for providing refunds to Patrons at your own discretion. Company will not be responsible or liable for any refunds (or the lack thereof) or chargebacks issued if You elect the Self Service option. In no event are Company Fees refundable, and such fees will be deducted or charged in accordance with the next sentence without regard to whether you issue a refund to Your Patrons. The amount owed to Us will be automatically deducted or charged, as applicable, weekly in connection with delivery of Your invoice: (i) from Your bank account via Reverse ACH for EVA's utilizing the ACH Direct Deposit function, (ii) from your PayPal account on file with Company, or (iii) to your credit card on file with Company. In the event that payment fails twice, Company will suspend access to the Services and no further tickets will be sold to Your Event until full payment on outstanding invoices has been received by Company.
2.3 FULL SERVICE.
(A) GATEWAY; PAYMENT PROCESS.
When You elect to use the Gateway for the collection of event registration fees, payment processing occurs directly by Company, and EVAs are assessed a processing fee equal to 3.0% of the discounted face value of the tickets. Under the Full Service option, (i) Company will collect all event registration fees on behalf of You from the Patron 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) either via check delivered by First Class mail at the address that You provide on the Site, or, for EVA's utilizing the ACH Direct Deposit function, by Direct Deposit into the account you authorize. You represent, warrant and covenant that the mailing address and/or checking 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 five (5) 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.
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)(ii) 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 Full Service option.
(i) Individual Refunds. If a Patron desires to request a refund, the Patron must request the refund from the EVA. If the EVA desires to fulfill the request, the EVA can utilize the Services or contact the Company to process the refund. 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 the refunds. Company has no responsibility to provide individual refunds which have not been authorized by the EVA in accordance with this provision. In addition, the Company will NOT issue any refund to a Patron unless and until sufficient funds for the refund have been received from the EVA.
(ii) Canceled or Rescheduled Events. No payments shall be made to an EVA from the Company with respect to any Event that is canceled (or for which the EVA otherwise authorizes a refund). If an Event is canceled, a refund shall be issued to Patrons. An EVA will be sent an invoice for all Fees due to the 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 will use its sole discretion to determine whether it is considered a cancellation and therefore subject to the refund policy described in this section.
(iii) 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 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, or Company determines in its sole discretion that the EVA has engaged in any fraudulent activity or made any misrepresentations. Company shall have no liability whatsoever to an EVA in connection with or arising from any such decision to force or provide refunds.
(C) CREDIT CARD CHARGEBACKS.
Under the Full Service option, any credit card chargebacks initiated by a Patron for any reason with respect to an Event shall be charged back to the EVA. Company in its sole discretion shall either (i) deduct these costs from such EVA's outstanding balance, whether for that particular Event or for any other Event that such EVA lists through the Services; (ii) send an invoice to such EVA for such costs if no balance exists; or (iii) charge the chargebacks to Your designated bank account(s). If payment for such invoice is not received by Company within thirty (30) days after the invoice date, Company reserves the right, at Company's sole discretion, to terminate such EVA's registration for the Services and to cancel all other Events listed by such EVA as provided herein. Company shall have no liability whatsoever for any damages, claims or losses incurred by an EVA in connection with any such termination or cancellation. You are responsible for any chargebacks that Company receives from its merchant bank in connection with Your Events. All communications and disputes regarding chargebacks are between the EVA and Patron, and Company will not be responsible or liable in any way for chargebacks issued in the course of the use of the Full Service option. For purposes of this Agreement, “chargebacks” shall mean the amounts that the merchant bank is charged back by a cardholder or a card issuer under the card organization’s rules (e.g. cardholder dispute, fraud, declined transaction, returned tickets for canceled events, etc.). Company will charge You a $15.00 fee per lost Chargeback to cover associated card fees.
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.
2.4 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.
- 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 the 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 else 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).
- 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 customers can be admitted to or have access to view Your Event, as applicable.
- 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 acts of government or the malicious or criminal acts of third parties.
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 ticket purchasers (including in violation of any prohibitions or use restrictions contained therein, such as prohibitions on copying the website or any of its content). You shall immediately notify the 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 indemnitees as a result of or in connection with any such conduct or activity.
- 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, trade secret, proprietary, intellectual property, and rights of privacy and/or publicity, whether by statute or common law; and (iv) the Event and the sale of tickets to the Event do not constitute a violation of any federal, state, and/or local law.
- USE RESTRICTIONS
- You will not use the Company Site or Service for unlawful purposes.
- 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 the Company Site or Service.
- You will not engage in data mining or similar data gathering or extraction activities or retrieve data or other content from the Company Site or Service for purposes of creating or compiling that content for any purpose other than your authorized use of the Company Site or Service as permitted by this Agreement.
- You will not access, use, or copy any portion of the 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.
- You will not use the 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 the Company Site or Service or any computers, hardware, software, system, data, or networks.
- You will not engage in activities that aim to render the Company Site or Service or associated services inoperable or to make their use more difficult.
- 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 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.
- 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 LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “COMPANY PARTIES”) FROM AND AGAINST (I) ALL CLAIMS, LOSSES, LIABILITIES, SETTLEMENTS, FINES, PENALTIES, ACTIONS, LAWSUITS AND LEGAL ACTIONS BROUGHT BY ANY THIRD PARTY AGAINST ANY OF THE COMPANY PARTIES ARISING FROM OR RELATING TO (A) YOUR USE OF THE COMPANY SITE OR ANY SERVICES OFFERED BY COMPANY; (B) YOUR VIOLATION OF THESE TERMS; (C) ANY CONTENT OR FEEDBACK YOU PROVIDE; (D) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF ANY THIRD PARTY; (E) ANY CANCELLATION, POSTPONEMENT, RESCHEDULING, OR DELAY OF AN EVENT; OR (F) ANY ALLEGATION THAT THE CONTENT YOU PROVIDE OR DATA OR INFORMATION YOU INPUT INTO THE COMPANY SITE INFRINGES, MISAPPROPRIATES, OR VIOLATES THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY (COLLECTIVELY, “THIRD-PARTY ACTIONS”); AND (II) ANY AND ALL LOSSES, DAMAGES, LIABILITIES, SETTLEMENTS, JUDGMENTS AND EXPENSES (INCLUDING PAYMENT OF THE COMPANY PARTIES’ ATTORNEYS’ FEES AND COSTS) INCURRED BY ANY OF THE COMPANY PARTIES, ASSESSED OR FOUND AGAINST ANY OF THE COMPANY PARTIES, OR MADE BY ANY OF THE COMPANY PARTIES, RELATING TO OR ARISING FROM ANY SUCH THIRD-PARTY ACTION (COLLECTIVELY, “THIRD PARTY RELATED LOSSES”).
YOU UNDERSTAND AND AGREE THAT YOUR INDEMNIFICATION OBLIGATIONS TO THE 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 OF THE 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 THE COMPANY PARTIES, OR GROSS NEGLIGENCE OF THE COMPANY PARTIES IN THOSE STATES THAT DO NOT PERMIT INDEMNIFICATION FOR GROSS NEGLIGENCE.
“THIRD PARTY” INCLUDES, AMONG OTHERS, OTHER USERS OF THE COMPANY SITE, YOUR SPOUSE, PARTNER, FAMILY MEMBERS, GUESTS, NEIGHBORS, ROOMMATES, TENANTS, AND EMPLOYEES, AND ANY INSURANCE COMPANY.
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.
- LIMITATION OF LIABILITY
UNDER[A1] NO CIRCUMSTANCES WILL COMPANY BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, 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) YOUR USE OR INABILITY TO USE THE SITE; (B) ANY CHANGES TO OR INACCESSIBILITY OF THE SITE; (C) ANY DELAY, FAILURE, UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY TRANSMISSION OR DATA; (D) ANY MATERIAL OR DATA TRANSMITTED OR RECEIVED OR NOT TRANSMITTED OR RECEIVED; AND/OR (E) 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. YOUR SOLE AND EXCLUSIVE REMEDY WILL BE LIMITED TO THE TOTAL FEES AND CHARGES PAID BY PARTNER TO COMPANY AND WILL NOT EXCEED THAT AMOUNT.
- MISREPRESENTATION OF EVENT
The Event must be accurately and truthfully described when an EVA 2submits 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 ticket purchasers (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.
- 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.
- 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 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.
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.
- 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 the Company Site.
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 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.
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.