TdotFest
OneLoveFestival.to
TOROTIX TERMS AND CONDITIONS
TOROTIX REFUND POLICY
TOROTIX PRIVACY POLICY
TOROTIX TERMS OF USE
TOROTIX ATTENDEE REFUND REQUIREMENTS
TOROTIX FEES STRUCTURE
TOROTIX COOKIE POLICY
TOROTIX API TERMS OF USE
TOROTIX TERMS OF SERVICE
TOROTIX TRADEMARK AND COPYRIGHT POLICY
1.1 Who We Are
Torotix is a ticketing and registration platform dedicated to showcasing events to the worl. Through our platform, mobile apps and services, we enable people all over the world to create, discover, share and register for events.
1.2 Our Services
Torotix's websites and domains, including www.Torotix.com, and all of the webpages, subdomains, country level domain variants and subparts of those websites (collectively, our "Site"), all of the services available on or through the Site or otherwise provided by us (including our application programming interfaces), and all of our free mobile applications (collectively, the "Applications") are offered, maintained and provided by Torotix. We refer to all of these as our "Services."
Through the Services, Torotix provides a simple and quick means for registered users who are event organizers, planners and charitable organizations ("Organizers") to create event registration, speaker profile, organizer profile, fundraising and other webpages related to their events, to promote those pages and events to visitors or browsers on the Services and to sell tickets and registrations (or issue free registrations), solicit donations and sell merchandise related to those events to users who wish to make purchases, registrations or donations from or to such events (including to free events) ("Attendees"). We refer to Organizers, Attendees and other visitors and browsers of the Services collectively as "Users" or "you."
1.4 Contracting Party
The Services are being provided to you by, and you are entering into these Terms of Service with, Torotix Inc., a Canadian corporation, with its principal place of business at 2 Bloor Street West, Suite C16, Toronto, Ontario M4W 3E2 ("Torotix").
For purposes of these Terms of Service, Torotix Inc. shall be referred to as "Torotix," "we" or "our."
2.1 Application
The following policy sets forth the terms and conditions upon which you may use the Services (the "Terms of Use"). If you use the Services in any way, these Terms of Use apply to you. By accepting the Terms of Service and using the Services in any manner, you agree to these Terms of Use without modification and enter into a binding contract with Torotix.
2.2 Incorporation by Reference
These Terms of Use and the rights and obligations contained in these Terms of Use are in addition to and are incorporated into the Terms of Service by reference. Nothing in these Terms of Use shall be deemed to modify, waive, amend or rescind any other term of the Terms of Service.
YOUR USE OF THE SERVICES
3.1 The Services Provided
Torotix hereby grants you a personal, non-exclusive, non-transferable, non-sub licensable (except to sub-Users registered via the Services), revocable (in accordance with Section 4 of the Terms of Service), limited right to access and use the Services solely for the purposes of (a) browsing the Services and searching for, viewing, registering for or purchasing tickets or making donations to an event that is registered on the Services; and/or (b) if you are an Organizer, creating event registration, speaker profile, organizer profile, fundraising and other webpages with respect to, and promoting, managing, tracking, and collecting sales proceeds for, an event, in each case (i) in compliance with these Terms of Use and the Terms of Service; and (ii) to the extent permitted under all applicable local, state, provincial, national and other laws, rules and regulations. Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly (A) copy, modify, reproduce, translate, localize, port or otherwise create derivatives of any part of the Services; (B) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local, state, provincial, national or other law, rule or regulation); (C) rent, lease, resell, distribute, use the Services for timesharing, service bureau or other commercial purposes not contemplated by this paragraph or otherwise exploit the Services in any unauthorized or unintended manner; (D) remove or alter any proprietary notices or labels on or in the Services; or (E) engage in any activity that interferes with or disrupts the Services. Any rights not expressly granted in this paragraph are reserved.
You may access and use the Services through our Applications. For clarity, any access to or use of the Services via the Applications and the Applications themselves shall be deemed to be part of the Services and subject to the Terms of Service and these Terms of Use. This right to access and use the Applications may be revoked in accordance with Section 4 of the Terms of Service and Torotix may discontinue or modify the Applications as set forth in Section 12 below.
TOROTIX'S ROLE
4.1 Listing Service And Limited Agent
Torotix is not the organizer or owner of the events listed for sale or registration on the Services. Torotix provides the Services, which allow Organizers to list and promote their events, but all sales are made by the respective Organizer listed on the applicable event page. In the event that an Organizer has elected to use Torotix's Payment Processing Service, Torotix also acts as the Organizer's limited agent solely for the purpose of using its third-party payment providers to collect payments made by Attendees on the Services with respect to an event and passing such payments through to the applicable Organizer. It is the Organizer's sole obligation to ensure that any event page posting on the Services and the nature and conduct of the underlying event meet all applicable local, state, provincial, national and other laws, rules and regulations, and that the goods and services described in any event page posting are actually delivered in a satisfactory manner.
4.2 Payment Processing Methods
As an Organizer, you may select your preferred payment processing method for your event, provided, that once you sell the first ticket to an event you may not change the payment processing method for that event. As an Attendee, you will be using whatever payment processing method the Organizer of the applicable event has selected. If the Organizer has selected a payment processing method that uses a third party to process the payment, then neither Torotix or any of its third-party payment processing partners processes the transaction but may transmit your payment details to the Organizer's designated payment provider. If the Organizer has elected to use Torotix's Payment Processing Service, Torotix will use third party payment processing partners to process the transaction as Organizer's limited payment agent.
4.3 Fees
Creating an account, listing an event and accessing the Services is free. We charge our fees only when you sell or buy paid tickets or registrations. All descriptions of standard fees on the Services represent the standard fees that Torotix charges to Organizers. These fees may vary based on individual agreements between Torotix and certain Organizers. Organizers ultimately choose if these fees will be passed along to Attendees and shown as "Fees" on the applicable event page or absorbed into the ticket or registration price and paid by the Organizer out of ticket and registration gross proceeds. The fees charged to Attendees may include certain other charges, including without limitation, facility fees, royalties, taxes, processing fees and fulfillment fees. Therefore, the fees paid by Attendees for an event are not necessarily the same as those charged by Torotix to the applicable Organizer or the standard fees described on the Services to Organizers. In addition, certain fees are meant, on average, to defray certain costs incurred by Torotix, but may in some cases include an element of profit and in some cases, include an element of loss. Torotix does not control (and thus cannot disclose) fees levied by your bank and/or credit card company, including fees for purchasing tickets and registrations in foreign currencies or from foreign persons. Be sure to check with your bank or credit card company prior to engaging in a transaction to understand all applicable fees, credit card surcharges and currency conversion rates.
4.4 Refunds
Because all transactions are between an Organizer and its respective Attendees, Torotix asks that all Attendees contact the applicable Organizer of their event with any refund requests. You can find help with getting a refund here. Organizers agree to post and maintain a refund policy on each event page and that refund policy will govern, provided that the refund policy must be consistent with Torotix's Attendee Refund Policy Requirements available here. In the event that an Organizer has not responded to a refund request within two (2) business days or there is a dispute between an Organizer and an Attendee that cannot be resolved, either party may contact Torotix. Torotix may, in its discretion, attempt to mediate such dispute, however, Torotix will have no liability for (a) an Organizer's failure to give refunds; (b) Torotix's failure to mediate a dispute; or (c) Torotix's decision if it does mediate the dispute.
5.1 Email Tools
Torotix may make available to you features and tools that allow you to contact other users of the Services or third parties via email (the "Email Tools"). In the event that you use these Email Tools, you represent, warrant and agree that:
you have all right and authority necessary to send emails to the addresses on your recipient list, including without limitation, that such addresses were gathered on an opt-in basis in any jurisdiction where that is required by applicable local, state, provincial, national or other law, rule or regulation, and your emailing of such addresses complies with the privacy policy under which the recipient emails were gathered and which was disclosed to recipients at the time of gathering;
your use of the Email Tools is in compliance with all applicable local, state, provincial, national and other laws, rules and regulations, including those relating to spam and email;
your use of the Email Tools will be solely to advertise, promote and/or manage a bona fide event that you have listed on the Services;
your use of the Email Tools and the content of your emails complies with Section 8.1 of these Terms of Use;
you will not use false or misleading headers or deceptive subject lines in emails sent using the Email Tools;
you will identify the email message as an advertisement or commercial in nature;
you will not hide, disable, remove, or attempt to hide, disable or remove the unsubscribe link that Torotix includes on every email; and
you will not email any person that you know or have reason to know has opted out of receiving emails from you.
5.2 Remedies
If you fail to abide by any of the foregoing, if your use of the Email Tools results in bounce rates, complaint rates or unsubscribe requests in excess of industry standards or if your emails are found to cause disruption to the Services, Torotix may, among other actions, limit or suspend your access to the Email Tools.
ACCOUNT, PASSWORD AND SECURITY
As part of certain registration processes on the Services, you will create an account or change or add information about your account. You agree (a) to provide true, accurate, current and complete information about yourself, or if you are using the Services on behalf of an entity, the entity, as prompted by each Service registration form (the "Registration Data"); and (b) to maintain and promptly update the Registration Data to keep it true, accurate, current and complete. In the event of any dispute between two or more parties as to account ownership, you agree that Torotix shall be the sole arbiter of such dispute in its discretion and that ticket gateway's decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.
You are responsible for maintaining the confidentiality of your password and account details, and are fully responsible for all activities that occur under your account, including without limitation, all actions by sub-users registered under your account. You agree to immediately notify Torotix of any unauthorized use of your password or account or any other breach of security.
6.3 Age Restrictions
Torotix is concerned about the safety and privacy of children. For this reason, and to be consistent with the terms of use of any third-party service providers used by Torotix, you must be at least eighteen (18) years of age, or the legal age of majority where you reside, to use the Services. Otherwise you may use the Services only with the involvement of a parent or guardian. In any event, you may not use the Services if you are under the age of thirteen (13).
7.1 Site Content
You agree that all material, including without limitation information, data, text, editorial content, design elements, look and feel, formatting, graphics, images, photographs, videos, music, sounds and other content (collectively, "Content"), contained in or delivered via the Services or otherwise made available by Torotix in connection with the Services (collectively, "Site Content") is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. Torotix may own the Site Content or portions of the Site Content may be made available to Torotix through arrangements with third parties. The compilation of all Site Content included in or made available through the Services is the exclusive property of Torotix and is protected by copyright laws. Except as expressly authorized by Torotix in writing or in connection with your permitted use of the intended functionality of the Services, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Site Content, or post any Site Content on any other website or in a networked computer environment for any purpose. You shall use the Site Content only for purposes that are permitted by these Terms of Use and any applicable local, state, provincial, national or other law, rule or regulation. Any rights not expressly granted herein are reserved.
7.2 Your Content
You acknowledge and agree that if you contribute, provide or make available any Content to the Services ("Your Content"), you hereby grant to Torotix a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub licensable (through multiple tiers) right and license to access, use, reproduce, transmit, adapt, modify, perform, display, distribute, translate, publish and create derivative works based on Your Content, in whole or in part, in any media, for the purpose of operating the Services (including Torotix's promotional and marketing services), and you hereby waive any and all moral right to use the name you submit with Your Content. Notwithstanding the foregoing, Torotix does not claim, and you do not transfer, any ownership rights in any of Your Content and nothing in these Terms of Use will restrict any rights that you may have to use and exploit Your Content outside of the Services. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content (a) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party; (b) complies with all applicable local, state, provincial, national and other laws, rules and regulations; and (c) does not violate the Terms of Service, including without limitation these Terms of Use and the Privacy Policy. In addition, Your Content must be accurate and truthful. Torotix reserves the right to remove any of Your Content from the Services at any time if Torotix believes in its discretion that it violates the Terms of Service, including without limitation, these Terms of Use. In addition, you agree that Torotix may use your name and logo (whether or not you have made it available through the Services) for the purpose of identifying you as an existing or past customer of Torotix both on the Services and in marketing, advertising and promotional materials.
7.3 Feedback & Revisions
You hereby acknowledge that (a) any and all suggestions for correction, change and modification to the Services and other feedback (including but not limited to quotations of written or oral feedback), information and reports provided to Torotix by you (collectively "Feedback"); and (b) all improvements, updates, modifications or enhancements, whether made, created or developed by Torotix or otherwise relating to Feedback (collectively, "Revisions"), are and will remain the property of Torotix. All Feedback and Revisions become the sole and exclusive property of Torotix and Torotix may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Torotix any and all right, title and interest (including, but not limited to, any patent, copyright, future copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property right) that you may have in and to any and all Feedback and Revisions. You hereby agree to waive any moral rights you may have in any and all Feedback and Revisions, and consent to any act which amounts to an infringement of any such moral right, in favor of Torotix. At Torotix's request, you will execute any document, registration or filing required to give effect to these provisions.
8.1 Restrictions
You understand that you are liable for all Content, in whatever form, that you provide or otherwise make available to or through the Services, including to other users of the Services. You agree (1) to use the Services in accordance with your Community Guidelines; and (2) not to use the Services to:
upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
facilitate gambling, gaming, lotteries, raffles, contests, sweepstakes and/or any other activity featuring the award of a prize other than raffles, contests or sweepstakes conducted in a manner that complies in all respects with Torotix's Raffles, Contests and Sweepstakes Guidelines;
impersonate any person or entity, including, but not limited to, an Torotix representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright, right of publicity or personality, or other intellectual property or proprietary rights of any person or entity;
upload, post, email, transmit or otherwise make available any Content related to the sale or provision of goods and services other than the sale or provision of tickets and registrations to bona fide events listed on the Services and other goods and services being sold or provided in conjunction with such events;
upload, post, email, transmit or otherwise make available any Content that contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of or to otherwise interact with the Services in a manner not permitted by the Terms of Service.
interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
attempt to probe, scan or test the vulnerability of any Torotix server or network or breach any security or authentication measures, unless you are an authorized contractor of Torotix specifically engaged to provide such services;
attempt to avoid or circumvent any technological measure implemented by Torotix to protect the Services or Content on the Services, including without limitation, encryption technology used to protect sensitive personal information;
solicit any User to use a third party service that competes with Torotix;
advertise your event but complete sales independent of the Services in order to circumvent the obligation to pay fees related to the Services;
intentionally or unintentionally violate any applicable local, state, provincial, national or other law, rule or regulation, including without limitation laws and regulations regarding the sale of tickets;
resell tickets or registrations;
collect credit card number, expiration date or CSC code or any other credit card information other than in the fields under "Payment" on the order payment page;
collect social security or insurance number, financial account number, drivers' license number, health information or other sensitive information required to be secured under applicable local, state, provincial, national or other law, rule or regulation or for which disclosure is required in case of a data breach without first obtaining Torotix's prior written consent; or
stalk or otherwise harass any person or entity.
8.2 Remedial Rights
You acknowledge that Torotix does not pre-screen Your Content or the Content of any other User in connection with the Services, but that Torotix and its designees shall have the right (but not the obligation) to monitor, alter, edit or remove any of Your Content, in whole or in part, based on violations of the Terms of Service, including without limitation, these Terms of Use. If we believe that Your Content could be changed so as to not violate the Terms of Service, we will attempt to send you notice prior to taking any such action, provided, that if we must act immediately to comply with applicable local, state, provincial, national or other law, rule or regulation or to limit our liability, we may take such action without prior notice. You acknowledge and agree that Torotix may preserve Your Content and account information and may also disclose Your Content and account information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) respond to claims that any of Your Content violates the rights of third parties; (c) enforce or administer the Terms of Service, including without limitation, these Terms of Use; and/or (d) protect the rights, property and/or personal safety of Torotix, its users and/or the public, including fraud prevention. You understand that the technical processing and transmission of the Services, including Your Content, may involve transmissions over various networks and/or changes to conform and adapt to technical requirements of connecting networks or devices.
Torotix may provide you with the right to use a sub-domain within the Site (e.g., [sub-domain prefix]. Torotix.com) for a given event. All such sub-domains are the sole property of Torotix and we reserve the right to determine the appearance, design, functionality and all other aspects of such sub-domains. In the event Torotix provides you with a sub-domain, your right to use such sub-domain will continue only for so long as your event is actively selling on the Services and you are in compliance with the Terms of Service, including without limitation, these Terms of Use. If Torotix terminates your right to use a sub-domain for any other reason, it will provide you with a new sub-domain.
REFERRALS AND PUBLIC AFFILIATE MARKETING PROGRAM
The additional terms and conditions relating to Torotix's Organizer Referral program are available and are incorporated into these Terms of Use by reference.
The additional terms and conditions relating to Public Affiliate Marketing Programs are available and are incorporated into these Terms of Use by reference.
Torotix may, upon request, and for such fees as Torotix may establish from time to time in its sole discretion, provide additional services to you beyond the basic functionality of the Site and Applications, including without limitation, marketing and promotion services, leasing ticket scanning and other equipment, providing on-site entry management consultants to assist you with your event set-up and providing dedicated account management services. All such additional services, whether provided prior to, during or following your event, shall be deemed a part of the Services and subject to all the terms and conditions of the Terms of Service, including without limitation, these Terms of Use. Such additional services shall be set forth in additional terms and conditions or other written agreements between you and an authorized officer of Torotix, and shall set forth the applicable fees and the other terms and conditions relating to such additional services.
SERVICE MODIFICATIONS
Torotix isn't a job shop, it isn't a white label solution and it isn't a walled garden built specifically for each Organizer. Torotix is one of the broadest and most full featured event ticketing and registration platforms in the world. We are constantly evolving our products and services to better meet the needs of our entire user base. Because of this, we do not guarantee any set of product features or functionality and reserve the right at any time to, and from time to time may, modify, suspend or discontinue, temporarily or permanently, any part of the Services for any reason. Because you only pay fees to Torotix as you use the Services, there would be no refund of fees already due following any such change to the Services.
13.1 Third Party Websites
The Services may provide, or Users may provide, links to other Internet websites or resources. Because Torotix has no control over such websites and resources, you acknowledge and agree that Torotix is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, services or other materials on or available from such websites or resources, or any damages or losses related thereto, even if such websites or resources are connected with Torotix partners or third party service providers.
13.2 Linked Accounts
As part of the Services you may be able to link an account you have with a third-party service, such as a social media website. By linking such third-party account, you agree that Torotix may access, make available to and store any Content that you have provided to and stored in such third-party account so that it is available on or through the Services. Such content may include personally identifiable information.
PRIVACY, CUSTOMER INFORMATION
14.1 Privacy Policy
All information provided by Users or collected by Torotix in connection with the Services is governed by Torotix's Privacy Policy. The Privacy Policy is incorporated into the Terms of Service by reference. Torotix strongly recommends that you review the Privacy Policy.
14.2 Co-Ownership
Torotix follows a "co-ownership model" with respect to Attendee Information (as defined below). This means that all Attendee Information inputted by an Attendee on event pages posted by an Organizer on the Services will be shared with the applicable Organizer and may also be used by Torotix in accordance with our Privacy Policy, including marketing or promotion of other events or services that may be of interest to the applicable Attendee. Note that Payment Data (as defined below) will not be shared with Organizers. Each Attendee acknowledges and agrees to this sharing and understands and agrees that each Organizer is solely responsible for the use of Attendee Information that was provided to such Organizer through the Services and that Torotix is responsible only for its own use of Attendee Information. Each Organizer represents, warrants and agrees that (a) it will at all times comply with all applicable local, state, provincial, national and other laws, rules and regulations with respect to Attendee Information; (b) it will at all times comply with any applicable policies posted on the Services with respect to Attendee Information; and (c) upon a request of a given Attendee or as permitted in Section 8.2 of these Terms of Use, Torotix is authorized at its discretion to delete or anonymize Attendee Information of a requesting Attendee from the Services at which time it will no longer be available to Organizer through the Services or will no longer be linked to an identifiable Attendee through the Services. However, Attendees should note that Attendee Information may still be available in the Organizer's own databases if transmitted prior to Torotix receiving the underlying request. For purposes of this Section, "Attendee Information" means information about a given Attendee made available on or through the Services, including, without limitation, name, address, e-mail address, past event attendance, event interests, credit card type, last 4 credit card digits and phone numbers, but excluding Payment Data.
14.3 Payment Data
Torotix will not share with an Organizer any Payment Data. "Payment Data" means any full credit card number or other full payment account number and the related expiration date and security code entered by an Attendee on the Services in order to purchase a ticket or registration, make a donation or purchase merchandise related to events, so long as such information is entered in the fields under "Payment" on the order payment page. Note that if an Attendee enters such information in other areas of the Services or otherwise provides it to another User, it may not be encrypted and may be automatically shared with the applicable Organizer, so Attendees should enter such information only under "Payment" on the order payment page.
SPECIAL TERMS FOR INTERNATIONAL USE
US Export Laws
The Services are subject to United States export controls and economic sanctions laws. In accepting these Terms of Service, you represent and warrant that:
you are not located in, and you are not a national or resident of, any country to which the United States, United Kingdom, European Union, Australia or Canada has embargoed goods and/or services of the same type as the Services ("Restricted Countries"), including without limitation, Cuba, Iran, North Korea, Sudan or Syria and
you are not a person or entity, or owned by, under the control of, or affiliated with, a person or entity (i) that appears on the U.S. Office of Foreign Assets Control's Specially Designated Nationals List, Foreign Sanctions Evaders List or Palestinian Legislative Council List; (ii) that appears on the U.S. Department of State's Terrorist Exclusion List; (iii) that appears on the Bureau of Industry and Security's Denied Persons, Entity or Unverified List; (iv) that appears on the Consolidated List of Targets published by the U.K. HM Treasury; (v) that appears on the Consolidated List published by the A.U. Department of Foreign Affairs and Trade; (vi) that is subject to sanctions in any other country; or (vii) that is engaged in the design, development or production of nuclear, biological or chemical weapons, missiles or unmanned aerial vehicles.
IMPORTANT LEGAL TERMS GOVERNING ALL USE OF THE SERVICES
16.1 Indemnification
You agree to defend, indemnify and hold Torotix, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys' and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise) or investigation made by any third party (each a "Claim") due to or arising out of: (a) your breach of these Terms of Service, including, without limitation the Terms of Use, the Merchant Agreement and any other part of these Terms of Service; (b) your improper use of the Services; (c) your breach of any applicable local, state, provincial, national or other law, rule or regulation or the rights of any third party; or (d) in the case of Organizers, your events or the fact that Torotix was providing Services with respect to those events, provided that in the case of (d), this indemnification shall not apply to the extent that the Claim arises out of Torotix's gross negligence or willful misconduct. Torotix shall provide notice to you of any such Claim, provided that the failure or delay by Torotix in providing such notice shall not limit your obligations hereunder except to the extent you are materially disadvantaged by such failure.
16.2 Disclaimer of Warranties
Torotix provides our services using a commercially reasonable level of skill and care and we try to keep Torotix up, bug-free and safe but there are certain things that we don't promise about our services and you use the services at your own risk. to the extent permitted by applicable laws, the services are provided on an "as is" and "as available" basis. Torotix hereby expressly disclaims all warranties of any kind, express or implied, including, but not limited to, implied warranties of merchantability, title, non-infringement and fitness for a particular purpose. by way of example, Torotix makes no warranty that (a) the services (or any portion of the services) will meet your requirements or expectations; (b) the services will be uninterrupted, timely, secure, or error-free; or (c) the results that may be obtained from the use of the services will be accurate or reliable.
you acknowledge that Torotix has no control over and does not guarantee the quality, safety or legality of events advertised, the truth or accuracy of any users' (including attendees', other non-organizers' and organizers') content or listings or the ability of any user (including attendees and organizers) to perform or actually complete a transaction and Torotix is not affiliated with, and has no agency or employment relationship with, any third party service provider used in conjunction with the services, and Torotix has no responsibility for, and hereby disclaims all liability arising from, the acts or omissions of any such third parties, nothing in these terms of service is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited. some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by willful acts, negligence, breach of contract or breach of implied terms, or incidental or consequential damages. accordingly, only those liability and other limitations which are lawful in your jurisdiction (if any) will apply to you and our liability is limited to the maximum extent permitted by law.
16.3 Limitation of Liability
To the extent permitted by applicable laws, Torotix, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners, employees and any applicable card schemes, shall not be liable under any circumstances or under any legal theory, whether in tort, contract, or otherwise, with respect to the services, or any other subject matter of these terms of service, including without limitation the terms of use, the merchant agreement and any other part of these terms of service, for: (a) any indirect, incidental, special, consequential, punitive or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Torotix has been advised of the possibility of such damages), (b) the cost of procurement of substitute services, (c) any of your content (as defined in the terms of use) or any content of any other user of the services, or (d) any matters beyond Torotix's reasonable control. in addition, other than the obligation of Torotix to pay out event registration fees to certain organizers under the merchant agreement, the maximum aggregate liability of Torotix, its payment processing partners, licensors and any applicable card schemes for all damages, losses, liabilities, costs and expenses under any legal theory, whether in tort, contract, or otherwise, with respect to, arising out of or related to the services, or any other subject matter of these terms of service, including without limitation the terms of use, the merchant agreement and any other part of these terms of service, shall be limited to (i) for organizers of events with paid tickets or registrations, and subject to the terms of the merchant agreement, the fees (net of Torotix payment processing fees) that you paid us in the three (3) month period immediately preceding the circumstances giving rise to your claim; and (ii) for organizers of events with free tickets only, attendees and other users, either (1) the total amount of all tickets or registrations that you purchased or made through the services in the three (3) month period immediately preceding the circumstances giving rise to your claim; or (2) if you made no such purchases, one hundred U.S. dollars (us$100).
Nothing in these terms of service is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited. some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by willful acts, negligence, breach of contract or breach of implied terms, or incidental or consequential damages. accordingly, only those liability and other limitations which are lawful in your jurisdiction (if any) will apply to you and our liability is limited to the maximum extent permitted by law.
16.4 Release
Torotix provides a marketplace in which Attendees and Organizers can transact. However, Torotix could not function if it were held responsible for the actions or inactions of different Attendees, Organizers and/or third parties both on and off the Services. Therefore, as an inducement to Torotix permitting you to access and use the Services, you hereby agree to release Torotix, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, partners and employees from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of or in any way connected with disputes between you and third parties (including other Users) in connection with the Services or any event listed on the Services. In addition, you waive any applicable law or statute, which says, in substance:
"a general release does not extend to claims which the releasing party does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the released party."
16.5 Trademarks
The trademarks, service marks and logos of Torotix (the "Torotix Trademarks") used and displayed in connection with the Services are registered and unregistered trademarks or service marks of Torotix. Other company, product and service names used in connection with the Services may be trademarks or service marks owned by third parties (the "Third Party Trademarks," and, collectively with Torotix Trademarks, the "Trademarks"). The offering of the Services shall not be construed as granting, by implication, estoppels, or otherwise, any license or right to use any Trademark displayed in connection with the Services without the prior written consent of Torotix specific for each such use. The Trademarks may not be used to disparage Torotix, any third party or Torotix's or such third party's products or services, or in any manner that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless Torotix approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any Torotix Trademark shall inure to Torotix's benefit.
16.6 Patents and Copyrights
Patents and copyright may apply to the Services. The Content (as defined in the Terms of Use) of the Services is also protected by copyrights owned by Torotix and/or third parties. Please note that if you copy portions of the Services you may be violating these patent rights and copyrights.
Notices to you may be sent via either email or regular mail to the address in Torotix's records. The Services may also provide notices of changes to these Terms of Service or other matters by displaying notices or links to notices to you generally on the Services. If you wish to contact Torotix or deliver any notice, you can do so as follows:
Torotix Inc., 2 Bloor Street West, Suite C16, Toronto, CA M4W 3E2
These Terms of Service, including the Terms of Use, Merchant Agreement and any other part of these Terms of Service, constitute the entire agreement between you and Torotix and govern your use of the Services, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and Torotix on the subject matter hereof, other than any written Ticketing Services Agreement or Addendum Agreement between you and an authorized officer of Torotix relating to a specified event or events.
16.9 Choice of Law
Except as set forth in Section 6.10 below, these Terms of Service and the provision of the Services to you are governed by the laws of the state of California, U.S.A., without reference to principles of conflict of laws.
16.10 Binding Arbitration
Only for users located in the United States:
Please read this section carefully as it affects your rights. any dispute or claim under these terms of service or with respect to the services will be settled by binding arbitration or in small claims court (to the extent the claim qualifies) and will take place on an individual basis only; class, consolidated or representative arbitrations and civil actions are not permitted once this section is effective.
Contact Us First
If you have a question or concern about the Services, please contact us first. Our customer support team will try to answer your question or resolve your concern.
Agreement to Arbitrate
In the unlikely event that our customer support team is unable to resolve your concerns, we each hereby agree to resolve any and all disputes or claims under these Terms of Service or with respect to the Services through binding arbitration or in small claims court (to the extent the claim qualifies) instead of in courts of general jurisdiction and only on an individual basis and not as part of any purported class, consolidated or representative proceeding. Arbitration, which is often cheaper, faster and less formal than a lawsuit in court, uses a neutral arbitrator instead of a judge or jury. Arbitrators can award the same damages and relief as a court. Binding arbitration is subject to very limited review. Only the arbitrator appointed pursuant to this Section, and not any federal, state or local court or agency, shall have the authority to resolve any dispute or claim relating to this Section, including, without limitation, the scope, enforceability and arbitrability of these Terms of Service. This arbitration provision shall survive termination of these Terms of Service. These Terms of Service evidence a transaction in interstate commerce and the interpretation and enforcement of this Section 6.10 is governed by the Federal Arbitration Act, notwithstanding the choice of law set forth in Section 6.9 above.
Scope of Agreement
This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to: (i) all claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; (ii) all claims that arose before this or any prior agreement (including, but not limited to, claims relating to advertising); and (iii) all claims that may arise after termination of these Terms of Service and/or your use of the Services.
Notwithstanding this Agreement to arbitrate, either party may (i) bring an action on an individual basis in small claims court (to the extent the applicable claim qualifies), (ii) bring issues to the attention of federal, state or local agencies, including, for example, the Federal Trade Commission and the California Division of Consumer Services, which agencies may be able to seek relief on a party's behalf (the Complaint Assistance Unit of the Division of Consumer Services may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210), and (iii) bring suit in court to seek a preliminary injunction or other interim relief pending the outcome of arbitration. In addition, the portion of any dispute or complaint relating to our participation in the US-EU or US-Swiss Safe Harbor Frameworks is subject to the Dispute Resolution section of our Privacy Policy before being subject to this Section.
No Class Actions
you and Torotix agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class, consolidated or representative proceeding. the arbitrator may not consolidate more than one person's claims, may not preside over any form of class, consolidated or representative proceeding and may only provide relief in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.
Notice of Dispute
A party who intends to seek arbitration must first send to the other a written Notice of Dispute ("Notice"). The Notice to Torotix must be addressed to the address in Section 6.7 above ("Notice Address") and must be sent by certified mail. The Notice to you must be addressed to a mailing, home or payment address currently on record with Torotix and must be sent by certified mail. If Torotix has no records of such physical address, such notice may be delivered to your Torotix account email address. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. If Torotix and you do not reach an agreement to resolve the claim within sixty (60) calendar days after the Notice is received, you or Torotix may commence an arbitration proceeding.
Arbitration Proceedings
The arbitration will be governed by the Commercial Arbitration Rules, or, if the actions giving rise to the dispute or claim relate to your personal or household use of the Services (rather than business use), the Consumer Arbitration Rules (in each case, the "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Section 6.10, and will be administered by the AAA and settled by a single arbitrator. The AAA Rules are available online at adr.org or by calling the AAA at 1-800-778-7879. The arbitrator is bound by the terms of these Terms of Service. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Section 6.10. Unless Torotix and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location in the United States for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, AAA shall determine the location. If your claim is for ten thousand dollars ($10,000) or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds ten thousand dollars ($10,000), the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. All decisions by the arbitrator shall be final and binding and judgment on the award rendered may be entered in any court having jurisdiction.
Costs of Arbitration; Legal Fees
Payment of all filing, administration, and arbitrator costs and expenses imposed by AAA will be governed by the AAA rules, provided that if you are initiating an arbitration against Torotix and the value of the relief sought is ten thousand dollars ($10,000) or less, then Torotix will advance all filing, administrative and arbitration costs and expenses imposed by AAA (subject to reimbursement as set forth below). If the circumstances in the preceding sentence apply, but the value of relief sought is more than ten thousand dollars ($10,000) and you demonstrate to the arbitrator that such costs and expenses would be prohibitively more expensive than a court proceeding, then Torotix will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to reimbursement as set forth below). In the event that the arbitrator determines that all of the claims you assert in arbitration are frivolous according to Federal Rule of Civil Procedure 11, you agree to reimburse Torotix for all such cost and expenses that Torotix paid and that you would have been obligated to pay under the AAA rules.
Just as in any court proceeding, each party will initially bear its own attorneys' fees and expenses in connection with any arbitration. Should either party be determined to have substantially prevailed in the arbitration, then upon such party's request, the arbitrator shall award such prevailing party the reasonable attorneys' fees and expenses that it incurred in connection with the arbitration, provided that to the extent that the dispute or claim relate to your personal or household use of the Services (rather than business use) Torotix will not seek to recover its attorneys' fees and expenses in an arbitration initiated by you. The arbitrator may make rulings and resolve disputes as to the reimbursement of attorneys' fees and expenses upon request from either party made within fourteen (14) days of the arbitrator's ruling on the merits.
Notwithstanding any provision in these Terms of Service to the contrary, you and Torotix agree that if Torotix makes any future change to this arbitration provision (other than a change to the Notice Address) Torotix will provide you with notice of such change and you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this provision as unmodified by such rejected change.
Special Severability
In the event that the provisions of Section 6.10(e) above are found to be invalid or unenforceable for any dispute or claim, then, notwithstanding Section 6.11, the entirety of this Section 6.10 shall be null and void with respect to such dispute or claim and Section 6.12 shall apply in lieu of this Section 6.10.
We believe that on a whole this agreement to arbitrate will benefit our Users. However, if you are an existing registered User and you do not wish to accept this agreement to arbitrate with respect to some or all of your accounts registered prior to October 1, 2015 you may opt-out by sending us a written notice to the Notice Address which (i) states you do not agree to this agreement to arbitrate, (ii) includes your name and all email addresses associated with the accounts you wish to opt-out, and (iii) is signed by the individual who owns the account, or in the event the account is held by an entity, an authorized signer for such entity (the "Opt-Out Notice"). The Opt-Out Notice must be received by November 14, 2015 in order to be effective; otherwise this agreement to arbitrate will be effective as of October 1, 2015,. For new registered users and existing registered users who register new accounts following October 1, 2015, there is no option to opt-out and this provision will be effective as to such new accounts upon account creation. For unregistered Attendees and other Users, this provision will apply to all future activities on the Services after October 1, 2015. In the event that you opt-out of this agreement to arbitrate as set forth above, Section 6.12 shall apply.
16.11 Waiver; Invalid Provisions
The failure or delay of Torotix to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever. If any provision of these Terms of Service is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Service shall remain in full force and effect.
16.12 Judicial Forum
In the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out of the Agreement to Arbitrate or for any other reason, then any dispute or claim not subject to arbitration shall be resolved exclusively by a federal court located in San Francisco County, California, and to the extent there is no subject matter jurisdiction in such federal court, then a state court in San Francisco County, California. Both you and Torotix agree to submit to the personal jurisdiction and venue of such courts and agree that such forum is convenient.
16.13 Titles
Any Section titles in these Terms of Service are for convenience only and have no legal or contractual effect.
16.14 Violations
Please report any violations of these Terms of Service by email.
16.15 Assignment
We may, without your consent or approval, freely assign these Terms of Service and our rights and obligations under these Terms of Service, whether to an affiliate or to another entity in connection with a corporate transaction or otherwise.
16.16 Relationship
No independent contractor, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by these Terms of Service, except to the extent expressly set forth in Section 4 of the Terms of Use and the Merchant Agreement.
HOW YOU CAN ACCESS YOUR PERSONAL DATA
Registered Users may access and update some of their Personal Data being stored by us by logging in and visiting the My Account page. Registered Users may also contact us directly at the address specified below with requests to update and/or access Personal Data that is not accessible through the My Account page. Unregistered Users do not have a formal account with Torotix, however, you can create a formal account by signing up. After signing up, you can update and access some of your Personal Data on the My Account page. Unregistered Users can also contact us directly with requests to update and/or access Personal Data at the address specified below. We will take reasonable steps to respond to requests relating to Personal Data within thirty (30) days, however, to the extent lawful, we may reject requests that we find to be unreasonable (i.e., require disproportionate efforts or material changes to our information systems), impractical or abusive (i.e., repetitive requests, requests made in bad faith, requests that would compromise third party information).
You have several choices available when it comes to your personal data:
Personal Data Provided to Others
This Privacy Policy does not apply to any Personal Data that you provide to another User or visitor through the Services or through any other means, including to Organizers on event pages or information posted by you to any public areas of the Services.
This Privacy Policy applies only to the Services. The Services may contain links to other websites not operated or controlled by us (the "Third Party Sites"). The policies and procedures we described here do not apply to the Third-Party Sites. The links from the Services do not imply that we endorse or have reviewed the Third-Party Sites. We suggest contacting those sites directly for information on their privacy policies.
Non-Personal Data
When you interact with the Services, we may also collect Non-Personal Data. The limitations and requirements in this Privacy Policy on our collection, use, disclosure, transfer and storage/retention of Personal Data do not apply to Non-Personal Data. The Non-Personal Data we collect, includes without limitation, Internet Protocol (IP) addresses (where such information is not considered Personal Data under applicable laws), Automatic Data, domain names of your Internet Service Provider, your approximate geographic location, a record of your usage of the Services, the time of your usage and aggregated Personal Data, but only to the extent that the foregoing cannot be used to specifically identify you. We also collect Non-Personal Data (including without limitation, of the type set forth above) from third parties. The information we collect from third parties may be combined with the information we collect. However, if we combine Non-Personal Data with Personal Data, we will treat the combined data as Personal Data.
Aggregated Personal Data
In an ongoing effort to better understand and serve the users of the Services, we often conduct research on our customer demographics, interests and behavior based on Personal Data and other information that we have collected. This research may be compiled and analyzed on an aggregate basis and this aggregate information does not identify you personally and therefore is considered and treated as Non-Personal Data under this Privacy Policy.
We do not knowingly collect Personal Data from children under the age of thirteen (13). If you are under the age of thirteen (13), please do not submit any Personal Data through the Services. We encourage parents and legal guardians to monitor their children's Internet usage and to help enforce our Privacy Policy by instructing their children never to provide Personal Data through the Services without their permission. If you have reason to believe that a child under the age of 13 has provided Personal Data to us through the Services, please contact us , and we will endeavor to delete that information from our databases.
International Privacy Laws
If you are visiting the Services from outside the United States, please be aware that you are sending information (including Personal Data) to the United States where our servers are located. That information may then be transferred within the United States or back out of the United States depending on the type of information and how it is stored by us. We will hold and process your Personal Data in accordance with privacy laws in the United States and this Privacy Policy. Please note that privacy laws in the United States may not be the same as, and in some cases, may be less protective than, the privacy laws in your country, and while in the United States Personal Data may be subject to lawful access requests by government agencies.
The Services and our business may change from time to time. As a result, at times it may be necessary for us to make changes to this Privacy Policy. We reserve the right, in our sole discretion, to update or modify this Privacy Policy at any time (collectively, "Modifications"). Modifications to this Privacy Policy will be posted to the Site with a change to the "Updated" date at the top of this Privacy Policy. In certain circumstances Torotix may, but need not, provide you with additional notice of such Modifications, such as via email or with in-Service notifications. Modifications will be effective thirty (30) days following the "Updated" date or such other date as communicated in any other notice to you. Please review this policy periodically, and especially before you provide any Personal Data. This Privacy Policy was updated on the date indicated above. Your continued use of the Services following the effectiveness of any Modifications to this Privacy Policy constitutes acceptance of those Modifications. If any Modification to this Privacy Policy is not acceptable to you, you should cease accessing, browsing and otherwise using the Services.
If you have a complaint about Torotix's privacy practices you should write to us at Torotix, Inc., Attn: Privacy Officer, 2 Bloor Street West, Unit 1, Toronto, M4W 3E2 or by email to info@Torotix.com. We will take reasonable steps to work with you to attempt to resolve your complaint.
HOW LONG WE RETAIN YOUR PERSONAL DATA
We may retain your Personal Data as long as you continue to use the Services. You may close your account by contacting us. However, we may retain Personal Data for an additional period as is permitted or required under applicable laws. Even if we delete your Personal Data it may persist on backup or archival media for an additional period of time.
COOKIES, PIXEL TAGS, LOCAL SHRED OBJECTS, WEB STORAGE AND SIMILAR TECHNOLOGIES
Please refer to our Cookie Policy, which is hereby incorporated by reference into this Privacy Policy, for more information about our use of these technologies.
Limit the Personal Data You Provide
You can browse the Services without providing any Personal Data (other than Automatic Data to the extent it is considered Personal Data under applicable laws) or with limiting the Personal Data you provide. If you choose not to provide any Personal Data or limit the Personal Data you provide, you may not be able to use certain functionality of the Services. For instance, in order to open an account, or buy or sell tickets, your name and email address will be required.
Opt Out from Electronic Communications.
Torotix Marketing Communications
Torotix may send you electronic communications marketing or advertising the Services themselves or events on the Services, to the extent you have registered for the Services or purchased a ticket and/or registration to an event listed on the Services. You can "opt out" of receiving these electronic communications by clicking on the "Unsubscribe" link at the bottom of any such electronic communication. In addition, you may also manage your email preferences at any time by logging in (or signing up and then logging in), clicking on "Account" and then "Email Preferences."
Organizer Initiated Communications
Organizers may use our email tools to send electronic communications to those on their email subscription lists, including Attendees who have registered for their events on the Services in the past. Although these electronic communications are sent through our system, Torotix does not determine the content or the recipients of these electronic communications. Organizers are required to use our email tools only in accordance with all applicable laws. Torotix provides an "Unsubscribe" link on each of these emails, which allows recipients to "opt out" of electronic communications from the particular Organizer.
Social Notifications
If you connect your Facebook account or sign up for other social media integrations whose product features include social notifications (i.e., updates on what your friends are doing on the Services), you will receive these social notifications. You can manage these social notifications by toggling your social settings to private or disconnecting such integration
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