Ticket Service Agreement
TICKETING SERVICES AGREEMENT
Last Updated: January 16th, 2020
THIS TICKETING SERVICES AGREEMENT (“Agreement”) is made by and between Krown Group LLC dba Tixster, a Tennessee corporation, with a principal place of business at 6339 Charlotte Pike #670, Nashville, TN 37209 (“Company,” “Tixster,” “We,” “Us,” or “Our” ), and you, a person, organization or other entity (an “EVA,” or “You” or “Your”). Tixster 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, 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
Tixster shall provide the following services (“Services”) under this Agreement: (i) display and list Your Event on Tixster’s website, located at the following world wide web address: http://www.gotixster.com; (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 Tixster payment processing gateway (the “Gateway”). For more information, please see http://www.gotixster.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 Tixster, in each case as described more fully below.
Regardless of payment method You choose, Tixster charges a per-ticket fee for Our Services. If You have elected Full Service, Tixster 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.gotixster.com/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 Tixster 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 Tixster the then-current Fees set by Tixster 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.gotixster.com/pricing); and (ii) accept sole responsibility for providing refunds to Patrons at your own discretion. Tixster 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 Tixster 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 Tixster, or (iii) to your credit card on file with Tixster. In the event that payment fails twice, Tixster 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 Tixster.
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 Tixster, 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) Tixster 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.gotixster.com/pricing; (ii) Tixster will make all payments to You (event registration fees minus applicable Fees due to Tixster, including any prior balance due to Tixster 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) Tixster will use commercially reasonable efforts to submit payment for the balance due to You within three (3) business days after the end date for the Event to which the registration fees correspond, provided that Tixster reserves the right to withhold funds at any time as Tixster 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 Tixster’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 Tixster 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, EVA can utilize the Services or contact Tixster to process the refund. Tixster 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. Tixster has no responsibility to provide individual refunds which have not been authorized by the EVA in accordance with this provision. In addition, Tixster 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 Tixster with respect to any Event that is cancelled (or for which the EVA otherwise authorizes a refund). If an Event is canceled, a refund shall be issued to Patrons. EVA will be sent an invoice for all Fees due to Tixster for such Event. Upon payment of all such Fees, Tixster will issue a full refund to Patrons. If EVA fails to submit payment to Tixster for its Fees in a timely manner, Tixster will process refunds for the canceled Event less all applicable Fees and EVA shall thereafter be required to refund the Fees directly to Patrons and Tixster shall have no further liability or obligation. If an event is rescheduled, Tixster 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, Tixster 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 Tixster receives complaints from a substantial number (as determined by Tixster in its sole discretion) of Patrons with respect to an EVA or the applicable Event, or Tiixster determines in its sole discretion that the EVA has engaged in any fraudulent activity or made any misrepresentations. Tixster 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. Tixster 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; or (ii) send an invoice to such EVA for such costs if no balance exists. If payment for such invoice is not received by Tixster within thirty (30) days after the invoice date, Tixster reserves the right, at Tixster’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. Tixster shall have no liability whatsoever for any damages, claims or losses incurred by an EVA in connection with any such termination or cancellation. All communications and disputes regarding chargebacks are between the EVA and Patron, and Tixster will not be responsible or liable in any way for chargebacks issued in the course of the use of the Full Service option.
Upon receipt of a credit card authorization from each individual ticket purchaser, Tixster 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 Tixster 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 Tixster upon request any amount required to paid by You under this Agreement, Tixster 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 Tixster against) all taxes or other governmental charges associated with Your Event or Your sale of tickets through the Services (excepting taxes based on Tixster’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 Tixster determines that 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. Tixster reserves the right to withhold the payment of any amounts owed to You hereunder if Tixster 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 Tixster).
- EVENT RESTRICTIONS
When submitting Your Event to Tixster to be listed on Our service, 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, 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 Your Event.
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.
- 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 website; (iii) the Event itself and any material or content provided by You to Us for use on Our website 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 does not constitute a violation of any federal, state, and/or local law.
- MISREPRESENTATION OF EVENT
The Event must be accurately and truthfully described when an EVA submits the Event listing to Tixster 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 cancelled pursuant to this Agreement and Tixster reserves the right to take other actions or pursue additional remedies as permitted by law.
- TECHNICAL SUPPORT
Tixster will provide technical and other customer support to EVA by which You can obtain technical assistance in dealing with any difficulties which may arise in connection with Your use of Our Site. EVAs can access support at https://www.gotixster.com/support/. 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 Tixster 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 Tixster 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
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 Tixster website.
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 cancelled as provided in this Agreement.
You grant us a limited, worldwide, royalty-free license to reproduce and use Your company or organizational 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 Tixster customer and/or describing our services for you.