Terms and Conditions for Event Organizers
PLEASE READ CAREFULLY THIS AGREEMENT WHICH CONTAINS THE TERMS AND CONDITIONS UNDER WHICH YOU, AS AN EVENT ORGANIZER (AS DEFINED BELOW) MAY SIGN UP FOR THE SORTEER SERVICE, AN EVENT LISTING AND TICKETING PLATFORM WHICH FACILITATES THE MANAGEMENT OF YOUR TICKETS AND THE PROMOTION OF YOUR EVENTS TO THE FRENCH RELATED COMMUNITY. IN ORDER TO USE THE SORTEER SERVICE YOU MUST AGREE TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS YOU WILL NOT BE ELIGIBLE TO REGISTER YOUR EVENT FOR THE SORTEER SERVICE.
- ACCEPTANCE OF TERMS.
The following Terms and Conditions (“TCS”) govern all use by you as an Event Organizer (as defined below) of (a) the Sorteer Inc. websites and domains (including all webpages, subdomains and subparts therein contained, collectively the “Website”), (b) any and all services available on or through the Website or otherwise provided by Sorteer, Inc. (“Sorteer”) for your Events (as defined below), and (c) all Software (as defined below) (collectively, the “Services”). The Services are owned and operated by Sorteer. The Services are offered subject to and conditioned upon your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Site by Sorteer.
BY USING OR ACCESSING ANY PART OF THE SERVICES, YOU AGREE TO ALL OF THE TCS CONTAINED HEREIN AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES THAT MAY BE PUBLISHED FROM TIME TO TIME ON THE SITE BY SORTEER. IF YOU DO NOT AGREE TO ANY OF SUCH TERMS, CONDITIONS, RULES, POLICIES OR PROCEDURES, DO NOT USE OR ACCESS THE SERVICES. THESE TCS MAY ONLY BE MODIFIED (I) ON AN EVENT BY EVENT BASIS THROUGH A WRITTEN TICKETING SERVICES AGREEMENT OR WRITTEN ADDENDUM AGREEMENT TO THESE TCS, SIGNED BY YOU AND AN AUTHORIZED OFFICER OF SORTEER, OR (II) BY SORTEER AS PROVIDED IN SECTION 1.2 BELOW.
‘’Catalog’’ is the list of all the Events available on Sorteer Website.
“Company” or “Sorteer” means Sorteer Inc., a Delaware corporation.
“Event” means the service to be provided to Guests by Organizers, as listed on the Website. To be listed on the website, an Event must be a French Related Event, , open to the public, authorized by Sorteer and approved by Sorteer.
“Event Form” is the form submitted by the Organizer to the Company describing the Event.
“Event Organizer or Organizer or you” means a person or entity, registered on Sorteer, approved to list Events on the Website and who directly provides the listed Events.
‘’Financial Processing Fee or Stripe Fee’’ is the fee related to the payment processing, which is collected by the payment processor used by Sorteer: Stripe.
‘’French Related” means which takes place in French or in English but related to the culture of a French speaking country.
“Guest” means the person or persons participating in the Event.
“Member” means the person who has created an account on Sorteer. A Member can become an Organizer, a Guest and a Purchaser under the same account.
“Purchaser or Buyer” means a person who purchases an Event on Sorteer.
‘’Sorteer Fee’’ is the fee collected by Sorteer for processing the ticket sale on Sorteer. This fee equals $1.
‘’Sorteer Marketing Commission or Sorteer Commission or Commission’’ is the percentage that Sorteer collects from the Ticket Price. The standard commission is 10%, collected only from the Purchasers who buy tickets directly on www.sorteer.com, excluding Purchasers coming from the Organizer’s Website. If the Organizer requests Sorteer to promote his/her event with an active plan, a specific percentage on the Ticket Price will be agreed on between the Organizer and Sorteer.
‘’Stripe or Gateway’’ is the payment processor Sorteer is using to collect the payments from the Purchasers and have them distributed between Stripe, the Organizer and Sorteer. Sorteer uses the Stripe Connect Gateway with Standalone Accounts.
‘’Taxes’’ are such sales, value added or transactional taxes as may apply by each applicable jurisdiction and as further defined in Section 4.4 c.
‘’Ticket Price’’ is the face value of the tickets sold by the Organizers on Sorteer. The Ticket Price is collected directly by the Organizer via Stripe, minus the optional Sorteer Marketing Commissions.
‘’Total Price’’ is what is paid by the Purchaser for his/her tickets. It is the sum of the Ticket Price, the Stripe Fee and the Sorteer Fee.
“Website” means www.sorteer.com.
Sorteer reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of these TCS at any time. It is your responsibility to check these TCS periodically for changes. Your continued use of the Services following the posting of any changes to these TCS constitutes acceptance of those changes. If any change to these TCS is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Services.
- DESCRIPTION OF SORTEER.
Sorteer searches the web and lists all the Events that matches Sorteer criteria. Within a certain period of time, Sorteer will try to reach out to the Organizers and let them know their Events have been listed on Sorteer. The Organizer will have the option to opt out, to let Sorteer continue list their Events for free or create an account to manage his/her Events. Listing an Event and managing reservations to a free Event is free to the Organizer. Selling tickets to these Events requires the Organizer to create an Account on Stripe via Sorteer and to let Sorteer charge the Organizer the Sorteer Fee and optionally a Commission.
In case Sorteer has not been able to reach an Organizer to inform him/her that Sorteer is listing his/her Event on Sorteer, the Organizer may learn about Sorteer, in particular by seeing the additional free traffic coming to his site from Sorteer, can contact Sorteer, via the Contact form, and will have the same options as above regarding his/her listed Events on Sorteer.
Organizers may also hear about Sorteer and decide to list their Events on Sorteer. They may visit the Website, use the wizard to fill out an event Form, including pricing, location and other principal terms and conditions. Once their Event approved by Sorteer, if the Organizer wants to sell tickets on Sorteer, he/she will create an account on Stripe through Sorteer Website and the Organizer will collect directly the Ticket Price from Stripe. Payments are all transacted through Stripe. By doing so, the Organizer will agree to the Stripe Terms and Conditions.
For the terms of service that apply to you and your use of the Services as a Purchaser and/or other non-Organizer user, please see www.sorteer.com/ terms_members.html.
- YOUR USE OF THE SERVICES.
3.1 The Services.
Sorteer hereby grants you a revocable, non-exclusive, non-transferable, non-sub-licensable right to access and use the Services solely for the purposes of creating an Event on Sorteer, and promote, manage, track, and collect Ticket Prices for your Event, in each case in compliance with (1) these TCS and (2) any and all applicable laws and regulations (foreign and domestic). Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: (1) modify, reproduce or otherwise create derivatives of any part of the Services or Site Content (as defined below); (2) 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 law); (3) rent, lease, resell, distribute or use the Services for timesharing, service bureau, or commercial purposes (except for the limited commercial purpose of collecting Ticket Prices through Stripe as an Organizer in accordance with these TCS); (4) remove or alter any proprietary notices or labels on or in the Services or Website Content; or (5) engage in any activity that interferes with or disrupts the Services.
If you are allowed to download or use any Software in connection with the Services, Sorteer hereby grants you a personal, non-transferable, non-sub-licensable, revocable, non-exclusive license to use the Software solely for your internal use in connection with the Services, and only in accordance with these TCS and the written instructions/directions (if any) provided by Sorteer in conjunction with the Software. For purposes of these TCS, “Software” shall mean any and all software that is available on or through the Website or otherwise provided by Sorteer, including without limitation Sorteer’s mobile applications. For clarity purposes, the Software will be deemed a part of the “Services” hereunder.
The Software and the transmission of applicable data is subject to United States export controls. No Software may be downloaded or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. You shall also be responsible for using the Software in a manner that complies with all federal, state and local laws and the rules and regulations of all credit card companies.
- SORTEER PAYMENT PROCESSING.
(a) Gateway; Payment Process.
Sorteer is using Stripe as an exclusive payment processing platform. The Event Organizer can create an Account on Sorteer, list his/her Event, manage Reservations to his/her Free Events on Sorteer as a Free service from Sorteer. To sell tickets on Sorteer, the Organizer has to create a Standalone Stripe Account through his Account on the Sorteer Website. Creating an Account on Stripe is also a free service.
A standalone Stripe Account is a normal Stripe account that is controlled directly by you the Organizer. As a standalone account owner you will have a direct relationship with Stripe, be able to log in to the dashboard, can process charges on your own, and can even disconnect your account from the Sorteer Website.
To create your Account on Stripe, you will be asked for your bank account information (bank name, bank account owner’s name, account number, routing number, etc), account on which you will receive your payments. If you already have an account on Stripe, you will be able to connect it to Sorteer.
Once your Account is approved by Stripe, you will collect the payments made by the purchasers through the Sorteer website:
- The purchaser of tickets on Sorteer will pay with his/her credit card through Stripe.
- His/her payment is collected by the Event Organizer. The Organizer will receive the Ticket Prices and Stripe will automatically collect its Stripe Fee, and distribute to Sorteer its Sorteer Fee and the optional Sorteer Commission.
When you create an Event with tickets on Sorteer, your Event is duplicated in order to identify the origin of the Purchaser:
- The Event you create is published and a private link (url) is available to you to include on your website in order to reroute your customer to the Sorteer Ticketing Site. In this case, Sorteer will only collect the Sorteer Fee which is paid by the Purchaser in addition to the ticket Price. This Event is not visible in the Catalog, but reserved to the Purchasers coming from the Organizer’s website.
- The Event is also duplicated by Sorteer and this Event is published in the Catalog. Sorteer collects automatically 10% from the Ticket Price on the tickets sold on this Event.
- Both Events (which are the same Event, but 2 separate pages in order to identify which Purchaser comes from the Organizer’s website, and which directly from Sorteer) are listed in the back-office of the Organizer. The one listed on Sorteer is identified by a Ticket Design next to the Event Title.
- If an Organizer does not want to pay 10% commission to Sorteer, Sorteer reserves itself the right to not publish the Event in the Catalog and only let the Organizer makes sales through the link from his/her website to the Event on Sorteer.
Sorteer is not responsible for any payments to be made by purchaser or processing through Stripe. Organizer waives any and all claims, rights or causes of action which may arise due to any dispute by and between Stripe and Organizer. Further Organizer indemnifies Sorteer from any costs, fees or expenses, including reasonable attorney’s fees which may arise due to any dispute, action or process between Organizer and Sorteer.
All communications or disputes regarding refunds OR Credit Card Chargebacks as described below are between the Organizer and Purchaser, and Sorteer will not be responsible or liable for, such refunds or credit card chargebacks, whether as the result of an individual claim or due to Organizer’s cancellation of an Event, and Organizer hereby agrees to fully indemnify Sorteer and its affiliates for, any claims, rights, causes of action which may arise due to a dispute between Purchaser and Organizer and Stripe and Organizer, including but not limited to refunds, errors in issuing refunds, or lack of refunds and any and all costs, fees and expenses incurred in connection with the same including reasonable attorney’s fees. Organizer understand that his/her behavior has consequences on Sorteer activity and reputation. Sorteer reserves itself the right to cancel an Organizer account for any reason, and in particular in case an Organizer does not manage refunds promptly, properly and honestly, but Sorteer will ask Organizer for compensation in case of misconduct.
(1) It is the responsibility of the Organizer to communicate its refund policy to Purchasers and to issue refunds to Purchasers via the Site. The Organizer shall ensure that its refund policy is consistent with these TCS and all applicable law, rule and regulation.
(2) Event Organizer must inform Sorteer that he/she is cancelling an Event as soon as possible and ask Sorteer to remove this Event from the Sorteer Website.
– Refund following Event Cancellation
By cancelling an Event, the Organizer refunds the Total Price to Purchasers for all tickets previously sold through Sorteer for the cancelled Event.
Stripe Fees shall be refunded directly by Stripe during the Refund Operation managed by the Organizer.
This Operation is an available feature to the Organizer through his/her Sorteer account. But Sorteer Fee and eventual Sorteer Commission will not be refunded to the Organizer.
IN CASE OF A REFUND, THE ORGANIZER IS CERTAIN TO HAVE TO PAY BACK MORE MONEY TO THE PURCHASER THAN IT COLLECTED INITIALLY, AS THE SORTEER FEE, THE EVENTUAL SORTEER COMMISSION AND IN SOME CASES THE STRIPE FEE WILL NOT BE REFUNDED TO THE ORGANIZER.
– Refund following Organizer decision out Event Cancellation circumstances
If the Organizer wants to refund any ticket orders for other circumstances than Event Cancellation, the Organizer must ask Sorteer first and explain the reason why by sending an email at firstname.lastname@example.org with all specific information required: # order, order date, Event name, purchaser name, amount and reason.
(c) Credit Card Chargebacks.
Any credit card chargebacks initiated by a Purchaser for any reason with respect to an Event shall be charged back to the Organizer of such Event. All communications and disputes regarding chargebacks are between the Organizer and Purchaser, and Sorteer will not be responsible or liable in any way for, and Organizer hereby agrees to fully indemnify and hold harmless Sorteer and its affiliates for, chargebacks issued. Organizer will inform Sorteer of any Chargeback he/she is dealing with by sending an email at email@example.com with all specific information required: # order, order date, Event name, purchaser name, amount and reason.
4.4 Non-Exclusive Remedies.
(i) You are solely responsible for determining which, if any, sales, use, amusement, value added, consumption, excise and other taxes, duties, levies and charges (collectively, “Taxes”) apply to your use of the Services and you agree that it is your sole responsibility to, and that you will, collect, remit and report the correct amounts of all such Taxes to the applicable governmental authorities, which Taxes may vary based on the nature of the Event, the nature of your tax status (individual, entity, business, consumer, etc.), your location, the location of your Guests, credits and deductions for which you may qualify and other factors. You hereby release Sorteer of any and all liability with respect to your tax obligations. If you do collect Taxes on the Services, those Taxes will be treated like Event Registration Fees and Sorteer will pay such amounts to you at the same time as the underlying Event Registration Fees. Sorteer cannot give you legal or tax advice, so please be sure to check with your own tax advisor about any applicable Taxes. In the event that a governmental authority requires Sorteer to pay any Taxes attributable to your use of the Services, you agree to promptly and fully reimburse Sorteer for such Taxes upon demand and all costs, penalties, interest and expenses, including reasonable attorney’s fees, related thereto.
(ii) All Event Registration Fees charged by Sorteer do not include any Taxes except to the extent that a Tax is expressly set forth in the applicable invoice or billing statement, and you agree to pay any Taxes that are imposed and payable on such Event Registration Fees (other than those calculated based on Sorteer’s net income) to Sorteer. If you are outside of the United States, you may be required to self-assess certain indirect Taxes on our Event Registration Fees (or certain portions of our Fees) under the applicable reverse charge procedure on your indirect tax returns. To the extent you are required to self-assess, Sorteer will use reasonable efforts to note that on your invoices.
(iii) In addition, due to Internal Revenue Service (“IRS”) regulations, if Sorteer processes transactions and issues you payouts (A) for more than twenty thousand dollars ($20,000) in gross sales; and (B) for more than two hundred (200) transaction orders, in each case during a given calendar year and in the aggregate across all of your accounts, Sorteer is required to report to the IRS (i) the gross amount of transactions for which you have been paid in that calendar year and in each month of that calendar year; (ii) your name; (iii) your address; and (iv) your Tax Identification Number (“Your Tax Information”). As part of these IRS regulations, Sorteer is required to either (A) collect Your Tax Information; or (B) establish that you are a foreign person not subject to US taxes, before your accounts pass the two hundred (200) order transaction threshold in the aggregate. Once your accounts cross the two hundred (200) order transaction threshold, you agree that you will not receive any further payments from Sorteer until either (A) or (B) above are satisfied. To learn more about these IRS regulations and why we are required to do this, see our 1099-K FAQ http://help.Sorteer.com/customer/en_us/portal/articles/647317
- YOUR REGISTRATION OBLIGATIONS.
To be a registered user of the Services as an Organizer you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Site registration form (the “Registration Data”), (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete and make sure you have all the necessary insurance policies to host your Events, as Sorteer cannot be kept responsible for what happens during your Events. If you provide any information that is untrue, inaccurate, not current or incomplete, or Sorteer has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Sorteer has the right to suspend or terminate all of your accounts and refuse any and all of your current or future use of the Services (or any portion thereof).
- ACCOUNT, PASSWORD AND SECURITY.
As part of the Site registration process, you will create a password and account. You are responsible for maintaining the confidentiality of the password and account, 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 (a) immediately notify Sorteer of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Sorteer cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Section or from any unauthorized access to or use of your account. In the Event of any dispute between two or more parties as to account ownership, you agree that Sorteer shall be the sole arbiter of such dispute in its sole discretion and that Sorteer’s decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.
7.1 Site Content.
You agree that all material, including without limitation information, data, software, text, design elements, graphics, images and other content (collectively, “Content”), contained in or delivered via the Services or otherwise made available by Sorteer 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. As between Sorteer and Organizer Sorteer shall be deemed the sole and exclusive owner of the Site Content excluding such trademarks and tradenames of the Organizer. Sorteer may own or license the Site Content or portions of the Site Content may be made available to Sorteer through arrangements with third parties. Except as expressly authorized by Sorteer in writing or in connection with your 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 web site or in a networked computer environment for any purpose. Reproducing, copying or distributing any Site Content for any other purpose is strictly prohibited without the express prior written permission of Sorteer. You shall use the Site Content only for purposes that are permitted by these TCS and in compliance with any applicable laws and regulations (foreign and domestic). 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 Site (“Your Content”), you hereby grant to Sorteer a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise exploit Your Content, in whole or in part, in any media now known or hereafter developed, for any purpose whatsoever. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content (i) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party, and (ii) complies with all applicable laws and regulations (foreign and domestic). In addition, you represent and warrant that Your Content is accurate and truthful and complies with the French Related Event purpose of the Service. Sorteer reserves the right to remove any of Your Content from the Site at any time if Sorteer believes in its sole discretion that it does not comply with these TCS. In addition, you agree that Sorteer may use your name and logo (whether or not you have made it available through the Site) for the purpose of identifying you as an existing or past customer of Sorteer both on the Site and in marketing and promotional materials. In addition, by accepting a particular card scheme payment type (e.g., Mastercard, Visa, American Express), you are authorizing the owner of that card scheme and its affiliates to use your name, address and website URL in any media from time to time.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any Content made available in connection with the Services infringes your copyright, you (or your agent) may send us a notice requesting that the Content be removed, or access to it blocked. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details). Notices and counter notices with respect to the Services should be sent to:
1 Depot Plaza
Mamaroneck, NY 10543
By Email: firstname.lastname@example.org
8.1 Certain 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 Purchasers and other users of the Services. You agree not to use the Services to:
upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
harm minors in any way;
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 Sorteer’s Raffles, Contests and Sweepstakes Guidelines, as existing from time to time;
impersonate any person or entity, including, but not limited to, a Sorteer representative or forum leader, 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 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);
upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright 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 Events listed on the Site 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 software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to otherwise interact with the Services in a manner not permitted by these TCS or expressly authorized by Sorteer
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;
intentionally or unintentionally violate any applicable law or regulation (foreign or domestic), including without limitation (i) regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange (e.g., the New York Stock Exchange, the American Stock Exchange or the NASDAQ) and (ii) laws and regulations (foreign or domestic) regarding the sale or resale of tickets (including without limitation with respect to licensure requirements, maximums or limits on ticket prices, etc.); or
stalk or otherwise harass any person or entity.
8.2 Certain Remedial Rights.
You acknowledge that Sorteer does not pre-screen any Content provided or made available by you or any third party in connection with the Services, but that Sorteer and its designees shall have the right (but not the obligation) in their sole discretion to (i) monitor, alter, edit, or remove any of your Content, in whole or in part, and/or (ii) rescind and terminate your right to use the Services at any time (with or without notice) for any reason or no reason. You acknowledge and agree that Sorteer may preserve your Content and may also disclose your Content for any reason, including without limitation 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) enforce these TCS; (c) respond to claims that any of your Content violates the rights of third parties; and/or (d) protect the rights, property, or personal safety of Sorteer, its users and/or the public. You understand that the technical processing and transmission of the Services, including Your Content, may involve (i) transmissions over various networks; and/or (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
- SPECIAL ADMONITIONS FOR INTERNATIONAL USE.
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. By way of illustration and not limitation, you agree to comply with all applicable laws and regulations (foreign and domestic) regarding the transmission of technical data exported from the United States or the country in which you reside.
In addition, the Services are subject to United States export controls. No part of the Services may be exported or re-exported into, or to a national or resident of, any country to which the U.S. has embargoed goods and/or services of the same type as the Services. By using the Services or any part thereof (including by downloading any Software), you represent and warrant that you are not located in, and you are not a national or resident of, any such country. Further, no part of the Services (including any Software) may be exported or re-exported to any person or entity appearing on the Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List or the Bureau of Industry and Security’s Denied Persons List. By using the Services or any part thereof (including by downloading any Software), you represent and warrant that you are not a person or entity or under the control of or affiliated with a person or entity that appears on any such list.
- ADDITIONAL SERVICES.
Sorteer may, upon request, and for such fees as Sorteer may establish from time to time in its sole discretion, provide additional services to you beyond the functionality of the Site, including without limitation promoting your Events, providing consultants and staffers to assist you on the date of your Event, 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 TCS. Such additional services shall be set forth in a written addendum agreement to these TCS, in a written agreement between you and an authorized officer of Sorteer, and shall set forth the service fees and the other terms and conditions relating to such additional services.
You agree to defend, indemnify and hold Sorteer, and its affiliates, and each of its and their respective officers, directors, agents, co-branders, 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: your Content; your or any of your affiliates, or any of your or your affiliates officers, directors, agents or employees, use of, contribution to or connection with the Services or violation of any rights of another; your Event(s); and/or your violation of these TCS. Sorteer shall provide notice to you of any such Claim, provided that the failure or delay by Sorteer in providing such notice shall not limit your obligations hereunder. Sorteer reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section, and in such case, you agree to cooperate with all reasonable requests in assisting Sorteer’s defense of such matter.
- SERVICE MODIFICATIONS/SUSPENSIONS.
Sorteer reserves the right at any time to, and from time to time may, modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) for any reason or no reason with or without notice. Sorteer will not be responsible to you for a refund, in whole or part, of Service Fees for any reason, except for Service Fees (excluding the portion of Service Fees paid over to third party facilitated payment methods and other third party service providers used by Sorteer in connection with providing the Services) related to refunds issued to Purchasers. You agree that Sorteer shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
Sorteer, in its sole discretion, may terminate your password, accounts (or any part thereof) and/or your right to use the Services, and remove and discard any and all of Your Content within the Services, at any time for any reason or no reason, including, without limitation, for lack of use, failure to timely pay any fees or other monies due Sorteer, or if Sorteer believes that you have violated or acted inconsistently with the letter or spirit of these TCS. You agree that any termination of your right to use the Services may be effected without prior notice, and acknowledge and agree that Sorteer may immediately deactivate or delete your account and all related Content and files related to your account and/or bar any further access to such files or the Services. Further, you agree that Sorteer shall not be liable to you or any third-party for any termination of your right to use or otherwise access the Services. All provisions of these TCS that by their nature should survive termination of your right to use the Services shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, and intellectual property protections and licenses).
The Services may provide, or third parties may provide, links to other Internet websites or resources. Because Sorteer has no control over such websites and resources, you acknowledge and agree that Sorteer 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. You further acknowledge and agree that Sorteer shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with any use of or reliance on any such content, advertising, products, services or other materials available on or through any such website or resource.
- DISCLAIMER OF WARRANTIES.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SORTEER 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. SORTEER MAKES NO WARRANTY THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE SERVICES THEMSELVES (OR ANY PART THEREOF) WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. SORTEER IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, ACTIONS OR INACTIONS OF ANY USER, PURCHASER OR OTHER NON-ORGANIZER, ORGANIZER OR THIRD PARTY BEFORE, DURING AND/OR AFTER AN EVENT; AND SORTEER WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (I) THROUGH (V) ABOVE. YOU ACKNOWLEDGE THAT SORTEER HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS ADVERTISED, THE TRUTH OR ACCURACY OF ANY USERS’ (INCLUDING PURCHASERS’, OTHER NON-ORGANIZERS’ AND ORGANIZERS’) CONTENT OR LISTINGS, OR THE ABILITY OF ANY USER (INCLUDING PURCHASERS AND ORGANIZERS) TO PERFORM, OR ACTUALLY COMPLETE A TRANSACTION. IN ADDITION, SORTEER IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, THE GATEWAY), AND SORTEER HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTY SERVICE PROVIDER. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. Notwithstanding the foregoing, you may report the misconduct of users, Purchasers, other non-Organizers, Organizers and/or third parties in connection with the Site or any Services to Sorteer. Sorteer, in its sole discretion, may investigate the claim and take necessary action.
- LIMITATION OF LIABILITY.
SORTEER, ITS PAYMENT PROCESSING PARTNERS, LICENSORS 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 TCS, FOR: (I) ANY DIRECT, 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 ANY OF THEM HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (III) AMOUNTS IN EXCESS OF US$100.00 IN THE AGGREGATE FOR ALL CLAIMS FROM A GIVEN ORGANIZER WITH RESPECT TO THE SERVICES, OR (IV) ANY MATTERS BEYOND ANY OF THEIR REASONABLE CONTROL. SORTEER, ITS PAYMENT PROCESSING PARTNERS, LICENSORS AND ANY APPLICABLE CARD SCHEMES SHALL HAVE NO LIABILITY WITH RESPECT TO ANY OF YOUR CONTENT OR ANY CONTENT OF ANY OTHER USER OF THE SERVICES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. THE PARTIES AGREE THAT DUE TO THE INABILITY TO CALCULATE ANY CLAIM FOR DAMAGES ARISING UNDER THESE TCS SORTEER’S LIABILITY TO ORGANIZER SHALL BE LIMITED TO US$100.00 AS LIQUIDATED DAMAGES.
IN CONSIDERATION OF BEING PERMITTED TO ACCESS AND USE THE SERVICES, YOU HEREBY AGREE TO RELEASE SORTEER, AND ITS AFFILIATES, AND EACH OF ITS AND THEIR RESPECTIVE SHARAHOLDERS, OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS, OTHER 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 ORGANIZERS, PURCHASERS, AND OTHER NON-ORGANIZERS) IN CONNECTION WITH THE SERVICES, YOUR ACCESS AND USE OF THE SERVICES, OR YOUR EVENT.
Notices to you may be made via either email or regular mail to the address in Sorteer’s records. The Services may also provide notices of changes to these TCS or other matters by displaying notices or links to notices to you generally on the Services. Any notice from you to us shall be sent in writing to our mailing address at Sorteer, Inc., 1 Depot Plaza, Mamaroneck, NY 10543, USA, Attn: Corporate Counsel.
- TRADEMARK INFORMATION.
The trademarks, service marks, and logos of Sorteer (the “Sorteer Trademarks”) used and displayed in connection with the Services are registered and unregistered trademarks or service marks of Sorteer. 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 Sorteer 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 Sorteer specific for each such use. The Trademarks may not be used to disparage Sorteer, any third party or Sorteer’s or third party’s products or services, or in any manner (in Sorteer’s sole judgment) 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 Sorteer approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any Sorteer Trademark shall inure to Sorteer’s benefit.
23.1 Entire Agreement.
These TCS constitutes the entire agreement between you and Sorteer and governs your use of the Services as an Organizer, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and Sorteer on the subject matter hereof, other than any written ticketing services agreement or addendum agreement between you and an authorized officer of Sorteer relating to a specified Event or Events. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party Content or third party software or the Services in a manner other than as governed by these TCS.
23.2 Choice of Law.
These TCS and the provision of the Services to you are governed by the laws of the State of New York, New York, U.S.A., without giving rise to its conflict of law rules.
Any controversy or claim arising out of or relating to these TCS, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The number of arbitrators shall be three. The place of arbitration shall be New York, New York.
New York law shall apply. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
23.4 Waiver; Invalid Provisions.
The failure or delay of Sorteer to exercise or enforce any right or provision of these TCS 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 TCS 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 TCS shall remain in full force and effect.
23.5 Time to File Claim.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these TCS must be filed within two (2) years after such claim or cause of action arose or be forever barred.
The section titles in these TCS are for convenience only and have no legal or contractual effect.
Please report any violations of these TCS by email to email@example.com.
Last update : Feb 5th 2017