Last updated September 29, 2019
UTIX INC., a Florida corporation, ("UTIX") (as defined in Section 1.4) is a distributed technology-based ticketing system, fan engagement and vendor management platform dedicated to live events.
UTIX's websites and domains, including www.utix.us, www.utix.co.uk, 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 UTIX INC. We refer to all of these as our "Services". 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 these Terms of Service (as defined in Section 1.5).
Through the Services, UTIX INC provides a simple and quick means for registered organizers ("Organizers") to organize, promote, market, manage, track and collect sales proceeds for events and promote, market, sell and distribute tickets, products and services to registered attendees ("Attendees") to attend and participate in such events and purchase and use such tickets, products and services. We refer to Organizers, Attendees and other visitors, browsers and users of the Services collectively as "Users" or "you."
The Services are being provided to you by, and you are entering into these Terms of Service with, "UTIX INC, a Floridian Corporation. "For purposes of these Terms of Service, UTIX shall be referred to as "UTIX," "us," "we" or "our."
This agreement constitutes our terms of service agreement ("Terms of Service"). These Terms of Service govern all of our Services, which are offered subject to your acceptance without modification of these Terms of Service.
SECTION 13 OF THESE TERMS OF SERVICE INCLUDES: (A) AN ARBITRATION PROVISION FOR USERS LOCATED IN THE UNITED STATES (§13.11); (B) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST UTIX" FOR USERS LOCATED IN THE UNITED STATES §13.11.5); (C) CERTAIN DISCLAIMERS OF WARRANTIES ON BEHALF OF UTIX (§13.2); (D) CERTAIN LIMITATIONS OF LIABILITY FOR THE BENEFIT OF UTIX (§13.3); AND (E) A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST UTIX ARISING OUT OF DISPUTES BETWEEN YOU AND THIRD PARTIES IN CONNECTION WITH YOUR USE OF THE SERVICES. BY USING ANY OF THE SERVICES (§13.5)." YOU AGREE TO THESE PROVISIONS.
You agree to these Terms of Service and you enter into a binding contract with UTIX: (a) when you sign up for a registered account by clicking "Sign Up," "Register Now," "Get Started" or similar buttons; (b) when you purchase a ticket to or register for an event (including free events) or purchase merchandise, a service or make a donation related to an event, in each case by clicking "Pay Now," "Register Now," "Buy Now" or similar buttons, or in accordance with Section 2.2 below; or (c) by downloading Applications or using, accessing or browsing any part of the Services. If you do not agree to any portion of these Terms of Service, do not use or access the Services. If you will be using the Services on behalf of an entity, you agree to these Terms of Service on behalf of that entity and its affiliates and you represent that you have the authority to do so. In such case, "you" and "your" will refer to that entity. If you do not have such authority, or if you do not agree to any portion of these Terms of Service, do not use or access the Services.
Except to the extent set forth in Section 14.11 below, UTIX reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of these Terms of Service (or any of the agreements that make up these Terms of Service) at any time (collectively, "Modifications"). Modifications to these Terms of Service will be posted to the UTIX INC website with a change to the "Updated" date at the top of these Terms of Service. In certain circumstances UTIX may provide you with additional notice of such Modifications, via email or with in-Service notifications. Modifications will be effective immediately following the "Updated" date or such other date as communicated in any other notice to you, except that changes addressing new functions of the Services or which do not impose any additional burdens or obligations on you will be effective immediately. It is your responsibility to check these Terms of Service periodically for Modifications. Your continued use of the Services following the effectiveness of any Modifications to these Terms of Service constitutes acceptance of those Modifications as well. If any Modification to these Terms of Service is not acceptable to you, you must cease accessing, browsing and otherwise using the Services. Other than as set forth in this paragraph, these Terms of Service may only be modified through a written agreement signed by you and an authorized officer of UTIX.
We may translate these Terms of Service (or any of the agreements that make up, or are incorporated within, these Terms of Service) into other languages for your convenience. The English language version of each of these documents is the version that governs your use of the Services and in the event of any conflict between the English language version and a translated version, the English language version will control.
3.1.1 UTIX hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable (except to sub-users registered via the Services), revocable, 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, products or services or making donations to an event that is registered on the Services; and/or (b) if you are an Organizer, creating event registration, organizer profile, fundraising and other webpages with respect to, and organizing, promoting, marketing, managing, tracking, and collecting sales proceeds for, an event and promoting, marketing, selling and distributing tickets, products and services, in each case (i) in compliance with these Terms of Service; and (ii) to the extent permitted under all applicable local, state, provincial, national and other laws, rules and regulations.
3.1.2 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 these Terms of Service. This right to access and use the Applications may be revoked in accordance with Section 12 and UTIX may discontinue or modify the Applications as set forth in Section 3.4 below.
UTIX may, upon request, and for such fees as UTIX 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, 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 these Terms of Service. Such additional services shall be set forth in additional terms and conditions or other written agreements between you and an authorized officer of UTIX, and shall set forth the applicable fees and the other terms and conditions relating to such additional services.
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, and from time to time, to modify, suspend or discontinue, temporarily or permanently, any part of the Services for any reason. Because you only pay fees to UTIX as you use the Services, there would be no refund of fees already due following any such change of the Services.
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 UTIX shall be the exclusive arbiter of such dispute in its sole discretion and that UTIX"s decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties and non-actionable by you.
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 UTIX of any unauthorized use of your password or account or any other breach of security.
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 UTIX 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. UTIX may own the Site Content or portions of the Site Content may be made available to UTIX through arrangements with third parties. The compilation of all Site Content included in or made available through the Services is the exclusive property of UTIX and is protected by copyright laws. Except as expressly authorized by UTIX 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 Service and any applicable local, state, provincial, national or other law, rule or regulation. Any rights not expressly granted herein are reserved.
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 UTIX by you (collectively "Feedback"); and (b) all improvements, updates, modifications or enhancements, whether made, created or developed by UTIX or otherwise relating to Feedback (collectively, "Revisions"), are and will remain the property of UTIX. All Feedback and Revisions become the sole and exclusive property of UTIX and UTIX 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 UTIX 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 UTIX. At UTIX"s request, you will execute any document, registration or filing required to give effect to these provisions.
If you believe in good faith that any Content made available in connection with the Services infringes your copyright or trademark rights, you (or your agent) may send us a takedown notice requesting that the Content be removed, or access to it be blocked. Such takedown notices need to contain the following information in order for UTIX to be able to take action:
(a) Information reasonably sufficient to permit UTIX to contact you (i.e., name and address, telephone number and/or email address);
(b) Sufficient information to identify the copyrighted works or trademarks that are allegedly being infringed, including registration number and registration office if applicable;
(c) Sufficient information to identify the allegedly infringing material that is to be removed and its Internet location (i.e., URL address);
(d) A statement that you have a good faith belief that the use of the material is not authorized by the owner, its agent or the law;
(e) A statement of the accuracy of the takedown notice, and under penalty of perjury, a statement that you are the owner of the allegedly infringed material or you are authorized to act on behalf of such owner; and
(f) A physical or electronic signature of the person submitting the takedown notice.
The simplest and most efficient way to submit a written takedown notice is by reporting the infringement to our Trust and Safety Team, which is our DMCA/Trademark Agent, at [email protected]. Filing this notice is the fastest method for reporting alleged copyright and/or trademark infringement.
Upon receiving a valid and fully completed takedown notice, UTIX will expeditiously remove or disable access to the allegedly infringing material and will so notify the alleged infringing party.
Note that if a portion of Your Content has been removed by UTIX from the Services, the fastest way to get such portion reposted is to remove such portion that is allegedly infringing as specified in the takedown notice. However, if you cannot or will not remove the allegedly infringing portion of Your Content and you have a good faith belief that such portion was removed, or access was disabled, by mistake or misidentification, you may send a written counter notice to UTIX. Such counter notices need to contain the following information in order for UTIX to be able to take action:
(a) Information reasonably sufficient to permit UTIX to contact you (i.e., name and address, telephone number and/or email address);
(b) Sufficient information to identify the portion of Your Content that has been removed or to which access has been disabled and its location before removal (i.e., URL address);
(c) A statement under penalty of perjury that you have the good faith belief that the portion of Your Content was removed or access to the material was disabled by mistake or misidentification;
(d) A statement that you are the account holder of the account to which the takedown notice relates or an authorized representative of such account holder;
(e) A statement that you consent to jurisdiction of the federal district court in which your address is located, or if you reside outside the United States, for any judicial district in which UTIX may be found, and that you will accept service of process from the person who provided notification of infringement or an agent of such person; and
(f) A physical or electronic signature of you or your authorized representative (i.e., an agent).
If you do not wish to fill out and submit the electronic forms above, takedown notices and counter notices must be submitted in writing to the address below, which is the address of our agent for purposes of the Digital Millennium Copyright Act.
501 N OCEAN BLVD
BOCA RATION, FL 33432Attn: Trust and Safety Team
The Services may provide, or Users may provide, links to other Internet websites or resources. Because UTIX has no control over such websites and resources, you acknowledge and agree that UTIX 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 UTIX partners or third-party service providers.
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 UTIX 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.
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 (a) to use the Services in accordance with our community guidelines; and (b) not to use the Services to:
(a) 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;
(b) harm minors in any way;
(c) facilitate gambling, gaming, lotteries, raffles, contests, sweepstakes and/or any other activity featuring the award of a prize;
(d) impersonate any person or entity, including, but not limited to, a UTIX representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(e) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
(f) upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(g) 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;
(h) 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;
(i) 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 these Terms of Service;
(j) 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;
(k) attempt to probe, scan or test the vulnerability of any UTIX server or network or breach any security or authentication measures, unless you are an authorized contractor of UTIX specifically engaged to provide such services;
(l) attempt to avoid or circumvent any technological measure implemented by UTIX to protect the Services or Content on the Services, including without limitation, encryption technology used to protect sensitive personal information;
(m) solicit any User to use a third-party service that competes with UTIX;
(n) advertise your event but complete sales independent of the Services in order to circumvent the obligation to pay fees related to the Services;
(o) 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;
(p) resell tickets or registrations;
(q) 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;
(r) collect social security or insurance number, financial account number, driver 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 UTIX"s prior written consent; or
(s) stalk or otherwise harass any person or entity.
You acknowledge that UTIX does not pre-screen Your Content or the Content of any other User in connection with the Services, but that UTIX 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 these Terms of Service. If we believe that Your Content could be changed so as to not violate these 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 UTIX 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 these Terms of Service; and/or (d) protect the rights, property and/or personal safety of UTIX, 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.
UTIX may provide you with the right to use a sub-domain within the Site (e.g., [sub-domain prefix].utix.us) for a given event. All such sub-domains are the sole property of UTIX and we reserve the right to determine the appearance, design, functionality and all other aspects of such sub-domains. In the event UTIX 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 these Terms of Service. If UTIX terminates your right to use a sub-domain for any other reason, it will provide you with a new sub-domain.
UTIX is not the organizer or owner of any event, ticket, product or service (other than the Services) listed for sale or registration on the Services. All sales are made by the Organizer listed on the applicable event page. If an Organizer has elected to use UTIX"s payment processing service, UTIX also acts as the Organizer"s limited agent, using third-party payment providers through the Services, to collect payments from Attendees and transferring such payments to the applicable Organizer. The Organizer is solely responsible for ensuring 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.
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 UTIX nor any of its third-party payment processing partners processes the transaction but may transmit Attendee"s payment details to the Organizer"s designated payment provider. If the Organizer has elected to use UTIX "s payment processing service, UTIX will use third-party payment processing partners to process the transaction as Organizer"s limited payment agent.
10.1 Creating an account, listing an event and accessing the Services is free. We charge our fees only when you sell or buy paid registrations, tickets, products or services. All descriptions of standard fees on the Services represent the standard fees that UTIX charges to Organizers. These fees may vary based on individual agreements between UTIX 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 UTIX 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 UTIX, but may in some cases include an element of profit and in some cases include an element of loss. UTIX 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.
Because all transactions are between an Organizer and its respective Attendees, UTIX asks that all Attendees contact the applicable Organizer of their event with any refund requests. Organizers agree to post and maintain a refund policy on each event page, and that refund policy will govern refunds with respect to fees paid to such Organizers, provided that the refund policy must be consistent with the requirements in Section 10.21 governing the refund policies of Organizers hosted on UTIX (the "Organizer Refund Policy Requirements").
We understand that refund policies vary depending on the type of event and the Organizer. Because of that, we provide flexibility for Organizers to post their own policies with respect to their events, so long as they meet the following minimum requirements:
(a) Refund policies must be posted on the applicable event page;
(b) "No refund" policies are permissible, but must be clearly identified as such and must otherwise comply with these minimum requirements;
(c) Refund policies (including "no refund" policies) must provide for a refund or other make good for complete failure to provide the advertised goods and services (e.g., event cancellation);
(d) Refund policies must be in accordance with all applicable local, state, provincial, national and other laws, rules and regulations, including all requirements imposed by Card Schemes or Alternative Form of Payment Frameworks (each as defined in the Merchant Agreement);
(e) Refund policies must include specific instructions on how to obtain a refund, including how, when and where to direct a refund request;
(f) Refund policies may not be changed with respect to purchases made prior to the date of such change and its posting to the applicable event page;
(g) Refund policies must set out a specific time frame within which refund requests will be responded to, which should not exceed five (5) business days for a first response; and
(h) Refund policies must otherwise be fair and reasonable.
If a refund policy is not posted or does not meet these minimum requirements set forth above, UTIX may (but has no obligation to) modify such refund policy such that it meets these minimum requirements. Such modification may take the form of prospectively making changes to the Organizer"s posted refund policy on the applicable event page or retroactively applying such changes at the time of a dispute, chargeback and/or refund request.
In order to initiate a refund request, an Attendee should contact an Organizer directly as set forth in the applicable refund policy. If no contact information is listed, the Attendee should use the contact the organizer button on the event page or such other information posted on the event page. Organizer agrees to administer its refund policy in accordance with the terms set forth on the applicable event page and the minimum requirements set forth above. When an Attendee has requested a refund and the Organizer does not respond by either refunding or denying the request after seven (7) days, UTIX may execute the refund on behalf of the Organizer.
In the event that Organizer fails to honor a refund that an Attendee believes is due under the applicable refund policy and/or the minimum requirements set forth above, that Attendee may request that UTIX initiate a refund by contacting us. UTIX may, in its discretion, review the facts and circumstances and determine whether or not a refund is due in accordance with the applicable refund policy and the minimum requirements set forth above. UTIX will endeavor to complete its review within thirty (30) days of being contacted by Attendee. Attendees should note that if an Organizer has selected a facilitated payment method such as PayPal" for an event, UTIX will not have control of the funds and UTIX will need the provider of the facilitated payment method to cooperate in order to obtain a refund, which may not happen. All determinations of UTIX with respect to this Section 10.2, including without limitation the orders to be refunded and the size of any refund, shall be final and binding on both Organizer and Attendee. UTIX will have no liability for (a) an Organizer"s failure to give refunds; (b) UTIX"s role in mediating any dispute or election not to mediate a dispute or (c) the outcome of any dispute.
The Organizer Refund Policy Requirements are not intended to be and do not constitute an offer to insure the performance of, or to guarantee the performance of, any Organizer and is not a guarantee that refunds will be issued in any given situation.
Fees paid to UTIX are nonrefundable.
These Terms of Service are effective as set forth under Section 2.1 above and continue in effect until terminated.
Except to the extent we have agreed otherwise in a separate written agreement between you and an authorized officer of UTIX, UTIX may terminate your right to use the Services at any time for (a) your violation or breach of these Terms of Service; (b) your misuse or abuse of the Services; or (c) if allowing you to access and use the Services would violate any applicable local, state, provincial, national and other laws, rules and regulations or would expose UTIX to legal liability. We will use reasonable efforts to provide you notice of any such termination. Further, you agree that UTIX shall not be liable to you or any third party for any such termination of your right to use or otherwise access the Services.
Except to the extent you have agreed otherwise in a separate written agreement between you and an authorized officer of UTIX, you may terminate your access to the Services and these Terms of Service at any time. At such time, you must delete your UTIX account. In the event there is a separate agreement between you and UTIX governing your use of the Services, and that agreement terminates or expires, these Terms of Service (as unmodified by such agreement) shall govern your use of the Services unless and until you delete your account.
All provisions of these Terms of Service that by their nature should survive termination of these Terms of Service shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, agreements to arbitrate, choices of law and judicial forum and intellectual property protections and licenses).
The Services are subject to United States export controls and economic sanctions laws. In accepting these Terms of Service you represent and warrant that: (a) 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 (b) 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
You agree to defend, indemnify and hold UTIX, 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") because of or arising out of: (a) your breach of these Terms of Service, including, without limitation 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 UTIX 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 UTIX"s gross negligence or willful misconduct. UTIX shall provide notice to you of any such Claim, provided that the failure or delay by UTIX in providing such notice shall not limit your obligations hereunder except to the extent you are materially disadvantaged by such failure.
UTIX PROVIDES OUR SERVICES USING A COMMERCIALLY REASONABLE LEVEL OF SKILL AND CARE AND WE TRY TO KEEP OUR SERVICES IN OPERATION, BUG-FREE AND SAFE. BUT THERE ARE CERTAIN THINGS THAT WE DO NOT 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. UTIX 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, UTIX 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 UTIX 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 UTIX IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICES, AND UTIX HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTIES.
TO THE EXTENT PERMITTED BY APPLICABLE LAWS, UTIX, 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 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 UTIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (B) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (C) ANY OF YOUR CONTENT OR ANY CONTENT OF ANY OTHER USER OF THE SERVICES, OR (D) ANY MATTERS BEYOND UTIX"S REASONABLE CONTROL. IN ADDITION, OTHER THAN THE OBLIGATION OF UTIX TO PAY OUT EVENT REGISTRATION FEES TO CERTAIN ORGANIZERS UNDER THE MERCHANT AGREEMENT, THE MAXIMUM AGGREGATE LIABILITY OF UTIX, 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 MERCHANT AGREEMENT AND ANY OTHER PART OF THESE TERMS OF SERVICE, SHALL BE LIMITED TO (X) FOR ORGANIZERS OF EVENTS WITH PAID TICKETS OR REGISTRATIONS, AND SUBJECT TO THE TERMS OF THE MERCHANT AGREEMENT, THE FEES (NET OF UTIX PAYMENT PROCESSING FEES) THAT YOU PAID US IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE CIRCUMSTANCES GIVING RISE TO YOUR CLAIM; AND (Y) FOR ORGANIZERS OF EVENTS WITH FREE TICKETS ONLY, ATTENDEES AND OTHER USERS, EITHER (I) 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 (II) 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.
UTIX provides a marketplace in which Attendees and Organizers can transact. However, UTIX could not function if it were held responsible for the actions or inactions of Attendees, Organizers and/or third parties both on and off the Services. Therefore, as an inducement to UTIX permitting you to access and use the Services, you hereby agree to release UTIX, 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."
The trademarks, service marks and logos of UTIX (the "UTIX Trademarks") used and displayed in connection with the Services are registered and unregistered trademarks or service marks of UTIX. 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 UTIX Trademarks, the "Trademarks"). The offering of the Services shall not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without the prior written consent of UTIX specific for each such use. The Trademarks may not be used to disparage UTIX, any third party or UTIX"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 UTIX approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any UTIX Trademark shall inure to UTIX"s benefit.
A number of issued patents and patents pending apply to the Services. The Site Content is also protected by copyrights owned by UTIX and/or third parties. Please note that if you copy portions of the Services you are violating these patent rights and copyrights.
Notices to you may be sent via either email or regular mail to the address in UTIX"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 UTIX or deliver any notice, you can do so as follows:
501 N OCEAN BLVD
BOCA RATON, FL 33432, USA
Attn: Legal Department
Email: [email protected]
These Terms of Service, including all agreements incorporated by reference, constitute the entire agreement between you and UTIX and govern your use of the Services, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and UTIX on the subject matter hereof, other than any written agreement between you and an authorized officer of UTIX relating to a specified event or events.
Except as set forth in Section 13.11 below, these Terms of Service and the provision of the Services to you are governed by the laws of the State of Florida, U.S.A., without reference to principles of conflict of laws.
ONLY FOR USERS LOCATED IN THE UNITED STATES: PLEASE READ THIS SECTION 13.11 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 13.11 IS EFFECTIVE.
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.
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 Section 13.11, and not any federal, state or local court or agency, shall have the authority to resolve any dispute or claim relating to Section 13.11, 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 Section 13.11 is governed by the Federal Arbitration Act, notwithstanding the choice of law set forth above.
This agreement to arbitrate ("Agreement to Arbitrate") is intended to be broadly interpreted. It includes, but is not limited to: (a) 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; (b) all claims that arose before this or any prior agreement (including, but not limited to, claims relating to advertising); and (c) all claims that may arise after termination of these Terms of Service and/or your use of the Services.
YOU AND UTIX 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.
A party who intends to seek arbitration must first send to the other a written Notice of Dispute ("Notice"). The Notice to UTIX must be addressed to the address 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 UTIX and must be sent by certified mail. If UTIX has no records of such physical address, such notice may be delivered to your UTIX account email address. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought. If UTIX and you do not reach an agreement to resolve the claim within sixty (60) calendar days after the Notice is received, you or UTIX may commence an arbitration proceeding.
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 Section 13.11, 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 Section 13.11. Unless UTIX 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.
(a) 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 UTIX and the value of the relief sought is ten thousand dollars ($10,000) or less, then UTIX 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 UTIX 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 UTIX for all such cost and expenses that UTIX paid and that you would have been obligated to pay under the AAA rules.
(b) 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) UTIX 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 UTIX agree that if UTIX makes any future change to this arbitration provision (other than a change to the Notice Address) UTIX 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.
In the event that the provisions of Section 13.11 are found to be invalid or unenforceable for any dispute or claim, then, notwithstanding Section 13.12, the entirety of Section 13.11 shall be null and void with respect to such dispute or claim.
We believe that on a whole this agreement to arbitrate will benefit our Users. For new registered users and existing registered users who register new accounts, 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.
The failure or delay of UTIX 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.
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 Palm Beach Coutny, Florida, and to the extent there is no subject matter jurisdiction in such federal court, then a state court in Palm Beach County, Florida. Both you and UTIX agree to submit to the personal jurisdiction and venue of such courts and agree that such forum is convenient.
Any section titles in these Terms of Service are for convenience only and have no legal or contractual effect.
Please report any violations of these Terms of Service by email.
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.
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 these Terms of Service or the Merchant Agreement.