Terms of Service

Below are the terms of service governing TicketTide.com.

1. ACCEPTANCE OF TERMS.

1.1 Overview.

The following terms and conditions govern all use by you as a Business Owner (as defined below) of (a) the TicketTide websites and domains (including all webpages, subdomains and subparts therein contained, the "Site"), (b) any and all services available on or through the Site or otherwise provided by TicketTide("TicketTide") for your business, and (c) all Software (as defined below) (collectively, the "Services"). The Services are owned and operated by TicketTide. The Services are offered subject to 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 TicketTide. By using or accessing any part of the services, you agree to all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to tome on the site by TicketTide. If you do not agree to any of such terms, conditions, rules, policies or procedures, no not use or access the services. This (Terms of Service) "TOS" may only be modified (I) on a business by business basis through a written ticketing services agreement or written addendum agreement to this TOS, signed by you and an authorized officer of TicketTide, OR (II) by TicketTide as provided in Section 1.2 below.

1.2 Modification.

TicketTide reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this TOS at any time. TicketTide will alert you of any changes to the TOS via your registered email address. Your continued use of the Services following the mailing of any changes to this TOS constitutes acceptance of those changes. If any change to this TOS is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Services.

1.3 Language.

We may translate this Terms of Service, our Privacy Policy or any other operating rules, policies and procedures that may be published from time to time on the Site 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 business of any conflict between the English language version and a translated version, the English language version is correct.

2. DESCRIPTION OF TicketTide.

TicketTide provides a simple and quick means for business owners ("Owners" or "you") to collect payments with respect to the sale of tickets/registrations, merchandise and services for, trips registered on the Site, including Service Fees (as defined below) ("Registration Fees"), from users who want to go on such trips ("Buyers"). Owners may visit the Site, fill out a questionnaire about their business, including pricing, location, inventory, etc., and collect trip Registration Fees online directly from Buyers. Payments are all transacted through, either (a) PayPal or other third party payment service methods (collectively, "Facilitated Payment Modes" or "FPM") or (b) the TicketTide payment processing gateway (the "Gateway"). This TOS applies to you and your use of the Services as an Owner. For the Terms of Service Agreement that applies to you and your use of the Services as a Buyer and/or other non-Owner user or visitor, please see http://www.TicketTide.com/tos/buyersandothers.

3. YOUR USE OF THE SERVICES.

3.1 The Services.

TicketTide hereby grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for the purposes of creating an business page with respect to, and promoting, managing, tracking, and collecting business Registration Fees for, a business that you have registered on the Site, in each case (i) in compliance with this TOS, and (ii) to the extent permitted under all applicable laws and regulations (foreign and domestic). Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: (i) modify, reproduce or otherwise create derivatives of any part of the Services or Site Content (as defined below); (ii) 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); (iii) rent, lease, resell, distribute or use the Services for timesharing, service bureau, or commercial purposes (except for the limited commercial purpose of collecting business Registration Fees through the Site as an Owner in accordance with this TOS); (iv) remove or alter any proprietary notices or labels on or in the Services or Site Content; or (v) engage in any activity that interferes with or disrupts the Services.

3.2 Software.

If you are allowed to download or use any Software in connection with the Services, TicketTide hereby grants you a personal, non-transferable, non-sublicensable, revocable, non-exclusive license to use the Software solely for your internal use in connection with the Services, and only in accordance with this TOS and the written instructions/directions (if any) provided by TicketTide in conjunction with the Software. For purposes of this TOS, "Software" shall mean any and all software that is available on or through the Site or otherwise provided by TicketTide, including without limitation TicketTides mobile applications. For clarity, 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.

The Software and related documentation are "commercial computer software" and "commercial computer software documentation," respectively, as such terms are used in United States Federal Acquisition Regulations Section 12.212. Any use, duplication or disclosure of the Software or such documentation by or on behalf of the U.S. Government is subject to restrictions as set forth in this TOS.

4. PAYMENT METHODS.

4.1 Overview.

There are two types of payment processing options Owners may elect when using the Services: (1) "Facilitated Payment Processing" or "FPP", which consists of collecting business Registration Fees using FPMs; and (2) "Credit Card Processing" or "CCP", which requires the use of the Gateway for the collection of business Registration Fees. Depending on the payment processing option the Owner elects when using the Services, monetary payments will be made to the Owner directly by Buyers (via FPP) or by TicketTide (via CCP), in each case as described below.

4.2 Facilitated Payment Processing.

(a) Independent Relationship.

When using a FPM, Owners and Buyers effect the applicable monetary payment transaction through the FPM service and are bound by the applicable terms of use governing the FPM service.

(b) Services Fees.

Owners will collect all monies directly from Buyers under the FPP option. By registering for and using the FPP option, you agree to (i) pay TicketTide all then-applicable TicketTide Service Fees and Credit Card Processing Fees, which are based on the number of tickets sold by you and/or the value of such tickets, and all additional on-site service fees, equipment lease charges, printed ticket fees, and any other fees and charges of any kind payable by you to TicketTide in connection with the provision of the Services (collectively, "Service Fees"), which payments shall be due and payable upon receipt of the invoice setting forth such charges; and (ii) accept the responsibility for providing refunds to Buyers at your own discretion. TicketTide will not be responsible or liable for, and Owner hereby agrees to fully indemnify TicketTide and its affiliates for, refunds, errors in issuing refunds, or lack of refunds in connection with the use of the FPP option. Invoices are sent monthly for Service Fees incurred in the previous month.

4.3 Credit Card Processing.

(a) Gateway; Payment Process.

When an Owner elects to use the Gateway for the collection of business Registration Fees, payment processing occurs directly through TicketTide. Under the CCP option, TicketTide will collect all business Registration Fees on behalf of the Owner from Buyers and deduct all applicable Services Fees from the business Registration Fees collected by TicketTide, and then pass the remainder along to the Owner each week to which the business Registration Fees correspond, provided that TicketTide reserves the right to withhold funds (i) at any time as TicketTide determines to be necessary for the processing and settlement of all refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, and other discrepancies and (ii) as otherwise permitted pursuant to this TOS. TicketTide, in its sole discretion, may determine to advance a portion of business Registration Fees to Owner prior to the period set forth above, on such terms and conditions as TicketTide may establish from time to time. The Owner agrees that all business Registration Fees for a given business are earned by Owner only following conclusion of the applicable business and all business Registration Fees ultimately due will be net of all Service Fees, refunds, disputed charges, chargebacks and other deductions, whether due to customer complaints, allegations of fraud, discrepancies related to the applicable business or otherwise. No payments shall be made to an Owner from TicketTide with respect to any business that is cancelled. If payments have already been made by TicketTide to an Owner for a cancelled business, such Owner will immediately refund to TicketTide all such payments upon cancellation of such business. All sales, fees, charges, and funds are payable in U.S. Dollars, or other foreign currencies accepted by TicketTide. If the Owner elects to list business Registration Fees in a foreign currency accepted by TicketTide, TicketTide will collect and disperse the funds in the foreign currency selected by Owner.

(b) Refunds.

(i) Under the CCP option, it is the responsibility of the Owner to communicate its refund policy to Buyers and to issue refunds to Buyers via the Site. An Owner shall ensure that its refund policy is consistent with the terms of this TOS and the payment and refund mechanics of the Site. The Site permits an Owner to issue refunds to Buyers, provided the refund is issued by Owner before ninety-six (96) hours after the end date of the trip and within six (6) months after the transaction date for the underlying ticket purchase. Refunds issued following such period will not be processed through the Site, unless otherwise agreed to by TicketTide in its sole discretion. Subject to the foregoing, refunds issued by an Owner will be processed within thirty (30) days after Owner instructs the issuance of the refunds via the Site. All communications or disputes regarding refunds are between the Owner and Buyer, and TicketTide will not be responsible or liable for, and Owner hereby agrees to fully indemnify TicketTide and its affiliates for, refunds, errors in issuing refunds, or lack of refunds in connection with the use of the CCP option. (ii) Notwithstanding the foregoing, you acknowledge and agree that TicketTide shall have the right to force a refund of any or all tickets at any time for any reason or no reason, including without limitation if TicketTide receives complaints from a substantial number (as determined by TicketTide in its sole discretion) of Buyers with respect to the applicable business or another business held by Owner, or TicketTide determines in its sole discretion that the Owner has engaged in any fraudulent activity or made any misrepresentations. Further, if one or more Buyer(s) request a refund, whether due to a cancelled trip or for any other reason where TicketTide would reasonably expect to lose a chargeback, TicketTide may, in its sole discretion, issue such refund to such Buyer(s), and Owner shall then owe the amount of such refund to TicketTide.

(c) Credit Card Chargebacks.

Under the CCP option, any credit card chargebacks initiated by a Buyer for any reason with respect to an trip shall be charged back to the Owner of such trip. All communications and disputes regarding chargebacks are between the Owner and Buyer, and TicketTide will not be responsible or liable in any way for, and Owner hereby agrees to fully indemnify TicketTide and its affiliates for, chargebacks issued in the course of the use of the CCP option.

4.4 Non-Exclusive Remedies.

(a) Payment.

In the business that the Owner fails to pay to TicketTide any amount owed pursuant to this TOS when due, such amount shall bear interest calculated from the date due until paid in full at a rate equal to the lesser of (a) ten percent (10%) per annum, and (b) the maximum amount permitted by applicable law. In the business any amounts are owed by Owner to TicketTide under this TOS or otherwise, TicketTide may, without limiting its other rights and remedies, (i) deduct such amounts from Owner's outstanding balance, whether for that particular business or for any other business that Owner lists through the Services; and/or (ii) send an invoice to Owner for such amounts to the extent Owner's outstanding balance is insufficient to cover these costs, in which case Owner shall pay TicketTide such invoiced amounts within thirty (30) days after the date of the invoice. If payment for any amounts due to TicketTide hereunder are not made by Owner when due, TicketTide reserves the right, in its sole discretion and without limiting its other rights and remedies, to terminate Owner's registration for the Services (including any and all accounts that Owner may have) and to cancel all other trips listed by Owner.

(b) Confirmation.

Upon receipt of a credit card authorization from each individual ticket purchase, TicketTide generates a confirmation message and issues a unique confirmation number. You agree to unconditionally accept, honor, and fulfill all ticketing commitments that have been confirmed by TicketTide through the Services, and it is your responsibility to verify the Buyer's status, confirmation number and/or any business restrictions prior to the subject business.

(c) Taxes; Withholding.

(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 for collecting, remitting and reporting the correct amounts of all such Taxes to the applicable governmental authorities, even if TicketTide provides you with tools that assist you in doing so. TicketTide does not represent or warrant that any tax tools will meet all tax requirements that may be applicable to you. TicketTide cannot give you legal or tax advice, so please be sure to check with your own tax advisor about any applicable Taxes. In the business that a governmental authority requires TicketTide to pay any Taxes attributable to your use of the Services, you agree to indemnify and reimburse TicketTide for such Taxes and all costs and expenses related thereto.

(ii) All Service Fees charged by TicketTide 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 Service Fees (other than those calculated based on TicketTide'S net income) to TicketTide.

(iv) TicketTide reserves the right to withhold the payment of any amounts owed to you hereunder if TicketTide suspects or determines that such amounts have been generated in (A) a fraudulent manner, (B) violation of this TOS, or (C) violation of any applicable laws or regulations (foreign or domestic), or if TicketTide is required to do so by applicable laws or regulations (foreign or domestic). Such withholding may be temporary or permanent (as determined by TicketTide).

5. YOUR REGISTRATION OBLIGATIONS.

To be a registered user of the Services as an Owner you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Site registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or TicketTide has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, TicketTide 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). TicketTide is concerned about the safety and privacy of all its users, particularly children. For this reason, and to be consistent with the terms of use of any FPM service provider or other third party service provider, you must be at least 18 years of age, or the legal age of majority where you reside if that jurisdiction has an older age of majority, to register for an account.

6. 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 TicketTide 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. TicketTide 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 business of any dispute between two or more parties as to account ownership, you agree that TicketTide shall be the sole arbiter of such dispute in its sole discretion and that TicketTide'S decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.

7. CONTENT.

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 TicketTide 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. TicketTide may own the Site Content or portions of the Site Content may be made available to TicketTide through arrangements with third parties. Except as expressly authorized by TicketTide 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 TicketTide. You shall use the Site Content only for purposes that are permitted by this TOS and 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 TicketTide a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (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, Your Content must be accurate and truthful. TicketTide reserves the right to remove any of Your Content from the Site at any time if TicketTide believes in its sole discretion that it does not comply with this TOS. In addition, you agree that TicketTide 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 TicketTide both on the Site and in marketing and promotional materials.

8. CONDUCT.

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 Buyers 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 TicketTide's Raffles, Contests and Sweepstakes Guidelines;
  • impersonate any person or entity, including, but not limited to, an TicketTide 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 trips listed on the Site and other goods and services being sold or provided in conjunction with such trips;
  • 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 this TOS or expressly authorized by TicketTide;
  • 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;
  • stalk or otherwise harass any person or entity.

8.2 Certain Remedial Rights.

You acknowledge that TicketTide does not pre-screen any Content provided or made available by you or any third party in connection with the Services, but that TicketTide 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 TicketTide 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 this TOS; (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 TicketTide, 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.

9. SUB-DOMAINS.

TicketTide may provide you with the right to use a sub-domain within the Site (e.g., [sub-domain prefix].TicketTide.com). All such sub-domains are the sole property of TicketTide. In the business TicketTide provides you with a sub-domain, your right to use such sub-domain may be terminated by TicketTide at any time (with or without notice) for any reason or no reason.

10. REFERRALS.

The following terms and conditions describe the terms and conditions of TicketTide's referral programs. TicketTide reserves the absolute right to determine whether you or any other user of the Services qualifies for any of the following referral programs.

10.1 Owner Referral Program.

TicketTide will pay a referral fee to persons or entities ("Owner Referrers") that refer revenue-generating Owners to TicketTide, subject to the following terms and conditions: (a) Prior to an Owner's initial use of the Services, the Owner Referrer must have contacted the Owner and have been instrumental in getting the Owner initially to register for and sell tickets/registrations for an business using the Services (as determined by TicketTide in its sole discretion). The referral must be properly registered with TicketTide when the Owner initially sets up its account and the Owner Referrer must fully comply with all instructions with respect thereto. (b) TicketTide will pay the Owner Referrer twenty-five percent (25%) of the TicketTide Service Fees for the first month, which may vary based on TicketTide's agreement with the applicable Owner and does not include additional amounts such as taxes, royalties, credit card processing and other Service Fees and will be net of all refunds, credit card chargebacks and all other deducted amounts) actually paid to TicketTide and retained by TicketTide for the Owner's account during the 12-month period following the date of such Owner's first business registration via the Services. The referral fee will be paid at the beginning of each month to the Owner Referrer if the amount due and unpaid is five dollars ($5.00) or more. Any unpaid balances will be added to any balances due in subsequent months. (c) TicketTide reserves the right to change, modify or terminate this Owner referral program and/or its terms at any time in its sole discretion. TicketTide reserves the right to determine what, if any, amounts are properly due Owner Referrers hereunder in its sole discretion.

10.2 Buyer Referral Software.

TicketTide makes available Software via the Services that makes it possible for Owners to offer third parties ("Buyer Referrers") a bonus in exchange for referring Buyers to their business(s) ("Referral Software"). TicketTide will make a good faith effort to provide information and instructions as necessary to use the Referral Software correctly. If you use the Referral Software in any capacity, you will comply with all such instructions. For clarity, the Referral Software shall be deemed part of the "Software" and "Services" hereunder. Your use of the Referral Software is also subject to the following terms and conditions: (a) TicketTide is neither a party to any agreements (actual or implied) entered into by Owners and Buyer Referrers, nor is it an agent, employee, partner or other representative of Owners or Buyer Referrers. TicketTide has no responsibility for any failure or alleged failure of performance of any Owner or Buyer Referrer to each other or to any third party. (b) TicketTide does not screen or investigate in any way the users of the Services to determine their ability or willingness to perform the obligations that may be undertaken pursuant to this Buyer referral program. Owners and Buyer Referrers need to resolve all questions and issues between themselves. TicketTide makes no representations or warranties and gives no assurances that any Owner or any Buyer Referrer will perform under the Buyer referrer program, including without limitation Owners paying any money owed to Buyer Referrers. (c) TicketTide will not settle, mediate or otherwise assume responsibility for resolving disputes between Owners and Buyer Referrers. (d) TicketTide assumes no liability arising from the use or misuse of the Referral Software, or in the business that the Referral Software fails to operate as expected, even if such failure results in the loss of data or in the misrepresentation of data necessary for the Owners and Buyer Referrers to fulfill commitments entered into using the Referral Software.

11. 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.

12. ADDITIONAL SERVICES.

TicketTide may, upon request, and for such fees as TicketTide may establish from time to time in its sole discretion, provide additional services to you beyond the functionality of the Site, including without limitation leasing ticket scanning and other equipment, providing consultants and staffers to assist you on the date of your business, and providing dedicated account management services. All such additional services, whether provided prior to, during or following your business, shall be deemed a part of the Services and subject to all the terms and conditions of this TOS. Such additional services shall be set forth in a written Addendum Agreement to this TOS, TicketTide Equipment Lease Agreement, and/or other written agreement between you and an authorized officer of TicketTide, and shall set forth the Service Fees and the other terms and conditions relating to such additional services. As a condition to the lease of any equipment, you shall enter into a separate TicketTide Equipment Lease Agreement.

13. INDEMNITY.

You agree to defend, indemnify and hold TicketTide, 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 business(s); and/or your violation of this TOS. TicketTide shall provide notice to you of any such Claim, provided that the failure or delay by TicketTide in providing such notice shall not limit your obligations hereunder. TicketTide 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 TicketTides defense of such matter.

14. SERVICE MODIFICATIONS/SUSPENSIONS.

TicketTide 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. TicketTide 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 FPMs and other third party service providers used by TicketTide in connection with providing the Services) related to refunds issued to Buyers. You agree that TicketTide shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

15. TERMINATION.

TicketTide, 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 TicketTide, or if TicketTide believes that you have violated or acted inconsistently with the letter or spirit of this TOS. You agree that any termination of your right to use the Services may be effected without prior notice, and acknowledge and agree that TicketTide 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 TicketTide 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 this TOS 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).

16. LINKS.

The Services may provide, or third parties may provide, links to other Internet websites or resources. Because TicketTide has no control over such websites and resources, you acknowledge and agree that TicketTide 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 TicketTide 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.

17. DISCLAIMER OF WARRANTIES.

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TicketTide 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. TicketTide 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. TicketTide IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, ACTIONS OR INACTIONS OF ANY USER, BUYER OR OTHER NON-Owner, Owner OR THIRD PARTY BEFORE, DURING AND/OR AFTER AN business; AND TicketTide WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (I) THROUGH (V) ABOVE. YOU ACKNOWLEDGE THAT TicketTide HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF trips ADVERTISED, THE TRUTH OR ACCURACY OF ANY USERS' (INCLUDING BUYERS', OTHER NON-Owners' AND Owners') CONTENT OR LISTINGS, OR THE ABILITY OF ANY USER (INCLUDING BUYERS AND Owners) TO PERFORM, OR ACTUALLY COMPLETE A TRANSACTION. IN ADDITION, TicketTide 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, ANY FPM SERVICE), AND TicketTide 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, Buyers, other non-Owners, Owners and/or third parties in connection with the Site or any Services to TicketTide. TicketTide, in its sole discretion, may investigate the claim and take necessary action.

18. LIMITATION OF LIABILITY.

TicketTide 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 THIS TOS, FOR: (I) 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 TicketTide HAS 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 Owner WITH RESPECT TO THE SERVICES, OR (IV) ANY MATTERS BEYOND TicketTide'S REASONABLE CONTROL. TicketTide 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.

19. RELEASE.

IN CONSIDERATION OF BEING PERMITTED TO ACCESS AND USE THE SERVICES, YOU HEREBY AGREE TO RELEASE TicketTide, AND ITS AFFILIATES, AND EACH OF ITS AND THEIR RESPECTIVE 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 Owners, BUYERS, AND OTHER NON-Owners) IN CONNECTION WITH THE SERVICES, YOUR ACCESS AND USE OF THE SERVICES, OR YOUR business.

IN CONNECTION WITH THE FOREGOING RELEASE, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE 1542 AND ANY OTHER APPLICABLE LAW OR STATUTE, WHICH SAYS, IN SUBSTANCE:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR 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 DEBTOR."

20. PRIVACY.

All information provided by you or collected by TicketTide in connection with the Services is governed by TicketTide's Privacy Policy, which is hereby incorporated by reference into this TOS. In particular, Owners should note that TicketTide may use information it receives or collects regarding Buyers in accordance with the terms of its Privacy Policy, which may include use for marketing or promotion of other trips or services that may be of interest to such Buyers. Further, any information submitted or provided by you to the Services may be publicly accessible. You should take care to protect private information or information that is important to you. TicketTide shall not be responsible for protecting any such information and is not liable for the protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use. Please be aware that if you decide to disclose personally identifiable information on the Services, this information may become public. TicketTide does not control and shall not be responsible for the acts of you or any other users (whether Owners, Buyers, other non-Owners or otherwise) of the Services.

21. NOTICE.

Notices to you may be made via either email or regular mail to the address in TicketTide's records. The Services may also provide notices of changes to this TOS 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 via email.

22. TRADEMARK INFORMATION.

The trademarks, service marks, and logos of TicketTide (the "TicketTide Trademarks") used and displayed in connection with the Services are registered and unregistered trademarks or service marks of TicketTide. 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 TicketTide 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 TicketTide specific for each such use. The Trademarks may not be used to disparage TicketTide, any third party or TicketTide's or third party's products or services, or in any manner (in TicketTide'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 TicketTide approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any TicketTide Trademark shall inure to TicketTide's benefit.

23. GENERAL.

23.1 Entire Agreement.

This TOS constitutes the entire agreement between you and TicketTide and governs your use of the Services as an Owner, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and TicketTide on the subject matter hereof, other than any written Ticketing Services Agreement, TicketTide Equipment Lease Agreement or Addendum Agreement between you and an authorized officer of TicketTide relating to a specified business or trips. 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 this TOS.

23.2 Choice of Law.

This TOS and the provision of the Services to you are governed by the laws of the state of Victoria, Australia, as such laws are applied to agreements entered into and to be performed entirely within Victoria by Victorian residents.

23.3 Arbitration.

Any controversy or claim arising out of or relating to this TOS or the provision of the Services shall be exclusively settled by binding arbitration in accordance with the commercial arbitration rules in Australia. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Melbourne, Victoria, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Subject to the foregoing arbitration provision, you and TicketTide agree to submit to the personal jurisdiction of the courts located within the city and state of melbourne, Victoria. Either you or TicketTide may seek any interim or preliminary relief from a court of competent jurisdiction in Melbourne, Victoria, necessary to protect the rights or property of you or TicketTide (or its agents, suppliers, and subcontractors) pending the completion of arbitration.

23.4 Waiver; Invalid Provisions.

The failure or delay of TicketTide to exercise or enforce any right or provision of this TOS 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 this TOS 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 this TOS 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 this TOS must be filed within two (2) years after such claim or cause of action arose or be forever barred.

23.6 Titles.

The section titles in this TOS are for convenience only and have no legal or contractual effect.

23.7 Violations.

Please report any violations of this TOS by email

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