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Ticketing Terms of Service

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PLEASE READ OUR TICKETING TERMS OF SERVICE TO LEARN ABOUT TIMELY EVENT TICKETING PLATFORM AND SERVICES, AS WELL AS YOUR RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT.

MODIFICATION DATE: September 28, 2021

The Timely Ticketing Terms of Service are intended to highlight some of the important things about using our event ticketing platform and services. These specific Ticketing Terms of Service are part of the Timely Terms of Service (the “TOS”), which are hereby incorporated therein.  If you are using the Timely Event Ticketing Software platform described below, the terms corresponding to this product apply to your use. 

PLEASE READ THROUGH THESE TERMS CAREFULLY. This document (these “Terms of Service” or “Terms”) sets forth terms and conditions under which Timely Network Inc. (“Timely”) provides you (“Client”, “you”, “your”) a license to access and use Timely’s Event Ticketing Software (the “Ticketing Platform”) and associated training and support services (collectively, “Services”), for the sale of tickets to events you created and/or promote (“Events”).

By executing a Purchase Order (as defined below) or by accessing the Services, you agree to comply with these Terms, including the policies and guidelines linked to these Terms. If you do not understand or agree with these Terms, please do not use the Services. 

Timely may amend these Terms at any time in its sole discretion. Any changes we may make to these Terms of Service in the future will be posted on our website and, where appropriate, notified to you by sending an e-mail to the primary email address associated with your account.

2. Purchase Order

These Terms are incorporated by reference into each purchase order, partnership form, service order, quote, service questionnaire or other similar document (each “Purchase Order”), pursuant to which you receive the right to access and use the Services to sell tickets to your Events. These Terms and the Purchase Order together comprise a binding written agreement between you and Timely, effective as of the date of mutual acceptance of the Purchase Order by you and Timely (the “Agreement”). In the event of any conflict between the provisions contained in a Purchase Order and these Terms, the provisions in the Purchase Order shall prevail.

3. Services and Responsibilities

Timely ensures the Services are provided in accordance with the Purchase Order and otherwise in accordance with this Agreement so as to conform in all material respects with related product documentation provided to you by Timely. Features include access to the Ticketing Platform dashboard to view and manage Events.

3.1 Confirmations

Upon an order being placed by a Consumer and confirmed through the Ticketing Platform, Timely generates a confirmation message and issues a unique confirmation number for such Consumer’s order. You agree to unconditionally accept, honor and fulfill all ticketing and registration commitments that have been confirmed by Timely through the Ticketing Platform. You agree that it is your responsibility to verify a Consumer’s confirmation number and/or any event restrictions prior to the applicable event.

3.2 Service Fees

Timely will collect a subscription fee and/or a per-ticket fee (the “Service Fee”) for each ticket sold using the Services, as specified in your Purchase Order. For the sake of clarity, Timely will collect Service Fees for all tickets processed through the Services, which may also include where the ticket price is listed as $0 (zero) to ticket purchasers or where the tickets are printed through the Services for resale. The Service Fees collected for each Service provided by Timely will be as specified in your Purchase Order. You agree to pay the Service Fees and other charges.

You will collect all ticket and registration sales proceeds solicited via the Ticketing Platform (including Timely Service Fees), using third party services (such as PayPal, Stripe and Square). When using a third party service to collect payments, you are bound by the applicable terms of service governing such service. Timely accepts no (and disclaims all) obligation or liability with respect to such collection or the performance or nonperformance of such third party service.

Invoices for Timely Service Fees are sent to you monthly for Service Fees incurred in the previous month, provided that our failure to send a timely invoice will not excuse payment obligations. You agree to pay Timely all amounts specified on the Invoices, as applicable, in accordance with the payment option selected, including but not limited to, credit card on file. Unless otherwise specified on your Invoice, for each ticket sold, it will apply a credit card charge for credit card processing you have your own agreement.

Unless otherwise specified on your Purchase Order or agreed to in writing by Timely, the fees charged to ticket purchasers will be the Service Fees (in addition to the ticket face value) plus the credit card charge.

3.3 Refunds

Unless otherwise specified on your Purchase Order, you will have the ability, through the Services (or by request to Timely), to issue refunds both on a per-ticket purchaser basis and to all ticket purchasers for an Event (e.g., where an Event is canceled).

Refunds you issue through the Services may include, at your discretion, a refund of any Service Fees paid by ticket purchasers, and Timely will have the right to charge you such refunded Service Fees as compensation for work performed on all tickets sold and refunded. For the sake of clarity, Timely will have the right to charge you the per-ticket Service Fees as compensation for work performed on any tickets sold and refunded in accordance with these Terms.

3.4. Representations and Warranties

In addition to the representations and warranties contained herein, you represent and warrant to us that:

a) if you represent an entity, that entity is duly organized, validly existing and in good standing under the laws of the state, province or country of its formation;

b) you, or the entity you represent (if applicable), have all requisite power and authority to enter into this Agreement, to bind such entity, and to carry out the transactions contemplated hereby;

c) the entering into and performing of this Agreement by you, or if you represent an entity by the entity you represent, will not result in any breach of, or constitute default under, any applicable local, state, provincial, national or other law, rule, regulation, judgment or order, or other agreement to which you or it is a party, including without limitation, any other agreement for the sale of tickets or registrations, or require additional consent under any applicable law or contractual arrangement that you are a party to; and

d) you will: (i) conduct business in a manner that reflects favourably on Timely and its good name, good will, and reputation; (ii) avoid deceptive, misleading, or unethical practices that are or might be detrimental to Timely or the public; (iii) make no false or misleading representations, warranties or guarantees with regard to Timely or its Services; and (iv) not represent that you are acting as an agent of or otherwise on behalf of Timely.

Further, you represent, warrant and acknowledge that you (not we) are solely responsible for ensuring that your Events are ticketed correctly, and that only valid tickets are honoured. You understand and agree that Timely is not liable for any costs arising from whether a presented ticket is or is not valid, or is or is not honoured, including any tickets procured through, or representing, fraud or deceptive practises.

You shall defend, indemnify and hold Timely harmless from and against all claims, damages, liabilities, fines, costs and expenses including reasonable legal fees incurred by Timely or which are agreed by Timely to be paid by way of settlement or compromise, arising out of any breach of the foregoing representations and warranties.

3.5. Access to your Account 

To use some of the features of the Services, you may be required to create an account and provide information about your Events, lineup, artists and venue (an “Account”). You agree to: (i) provide accurate, current and complete information as prompted by the registration from; and (ii) maintain and update the information to keep it accurate, current and complete.

As part of the registration process, you may be asked to select a username and password. Timely may refuse to grant a username if it determines, in its sole discretion, that such username (i) impersonates someone else, (ii) is or may be illegal, (iii) is or may be protected by trademark or other proprietary rights law, (iv) is vulgar or otherwise offensive, or (v) may cause confusion. You are responsible for maintaining the confidentiality of your Account password. 

Timely is not liable for any harm caused or related to the theft or misappropriation of a username or password, disclosure of a username or password, or your authorization of anyone to use your username or password. You agree to notify Timely immediately of any unauthorized use of your Account. If you have reason to believe that your Account is no longer secure, you must promptly change your password and immediately notify Timely of the problem.

3.6. Ticket Allocations and Event Restrictions

You are solely responsible for accurately maintaining the number of tickets available for sale through the Ticketing Platform. Timely will not be responsible in any way for over-selling Events (e.g., selling tickets in excess of the venue’s capacity or in excess of the number of tickets you intended to allocate to the Ticketing Platform). You agree to reimburse Timely for any and all costs, expenses and losses incurred by Timely due to over-selling Events, and Timely will be entitled to deduct such amounts from any payments due to you.

When submitting an Event to the Ticketing Platform, it is your responsibility to provide any restrictions associated with such an Event. Events that require a restriction for admission, including, but not limited to, age, school or organization affiliation, or other characteristics, must be clearly stated by you upon submission to the Services. It is your responsibility to ensure that the restrictions are lawful and do not violate any federal, state, or local laws prior to submitting the Event to the Services.

3.7. Content

You acknowledge that you are solely responsible for the usefulness and adequacy of all data, materials and content you provide for the Services. You represent and warrant that the Content is accurate and current, and that provision and/or use of the Content hereunder does not violate or infringe the intellectual property, privacy or publicity rights of any third party, and that all placements of Content have been approved properly. 

You shall defend, indemnify and hold Timely harmless from and against all claims, damages, liabilities, fines, costs and expenses including reasonable legal fees incurred by Timely or which are agreed by Timely to be paid by way of settlement or compromise, arising out of any breach of the foregoing representation and warranty or any violation of applicable law by you. You shall not be entitled to settle or compromise any such claim made against Timely without Timely’s prior written consent, such consent not to be unreasonably withheld. 

You grant Timely a limited, non-exclusive right to use the Content (including copyright, trademark, patent, publicity or other rights) for Timely to operate the Services. You shall have exclusive control of the Content which relates to the live event, venue or artist, including but not limited to any pictures and programs.

3.8. Your Interactions of Ticket Purchasers 

You retain sole responsibility for your interactions with ticket purchasers, including without limitation for all services you provide to ticket purchasers and at Events. You shall defend, indemnify and hold Timely harmless from and against all claims, damages, liabilities, fines, costs and expenses including reasonable legal fees incurred by Timely or which are agreed by Timely to be paid by way of settlement or compromise, arising out of any of your interactions with ticket purchasers.

4. Termination

Except as otherwise specified on the Purchase Order, the termination provides the entirety of each party’s termination rights under this Agreement, as stated on the item 5.4 of the Terms of Service.

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