6. Release and Indemnification
This is where you agree to cover Unanimity if you use the Service in a way that causes Unanimity to be the subject of a legal matter, or to face other claims or expenses, or as otherwise set forth herein, to the extent permitted by applicable laws.
6.1 Release. You hereby agree to release Unanimity 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 a dispute between you and a third party (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.”
6.2 Indemnification. You agree to defend, indemnify and hold Unanimity 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”) relating to or arising out of:
- your breach of these Terms (including any terms or agreements or policies incorporated into these Terms);
- your use of the Services in violation of these Terms or other policies we post or make available;
- your breach of any applicable local, state, provincial, national or other law, rule or regulation or the rights of any third party;
- Unanimity collection and remission of taxes; and
- if you are an Organizer, your events (including where Unanimity has provided Services with respect to those events), provided that in the case of (e) this indemnification will not apply to the extent that the Claim arises out of Unanimity gross negligence or willful misconduct.
Unanimity will provide notice to you of any such Claim, provided that the failure or delay by Unanimity in providing such notice will not limit your obligations hereunder except to the extent you are materially prejudiced by such failure. Also, in certain circumstances, Unanimity may choose to handle the Claim ourselves, in which case you agree to cooperate with unanimity in any way we request.
7. Disclaimer of Warranties and Assumption of Risks by You
We strive to provide Services in the way you need them, but there are some things it is important for you to understand that we cannot promise.
To the extent permitted by applicable laws, the Services are provided on an “as is” and “as available” basis. Unanimity 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. For example, Unanimity makes no warranty that
- the Services (or any portion of the Services) will meet your requirements or expectations;
- the Services will be uninterrupted, timely, secure, or error-free; or
- the results that may be obtained from the use of the Services will be accurate or reliable.
You acknowledge that Unanimity has no control over and does not guarantee the quality, safety, accuracy or legality of any event or Content associated with an event, the truth or accuracy of any information provided by Users (including the Consumer’s personal information shared with Organizers in connection with events) or the ability of any User to perform or actually complete a transaction. Unanimity has no responsibility to you for, and hereby disclaims all liability arising from, the acts or omissions of any third parties that Unanimity requires to provide the Services, that an Organizer chooses to assist with an event, or that you choose to contract with when using the Services.
You understand and agree that some events may carry inherent risk, and by participating in those events, you choose to assume those risks voluntarily. For example, some events may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those events.
The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, will be limited to the maximum extent permitted by law.
8. Limitation of Liability
8.1 To the extent permitted by applicable laws, or as otherwise set forth herein, Eventbrite and any person or entity associated with Unanimity provision of the Services (e.g., an affiliate, vendor, strategic partner or employee) (“Associated Parties”), will not be liable to you or any third party, for:
- any indirect, incidental, special, consequential, punitive or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, opportunity costs, intangible losses, or the cost of substitute services (even if Unanimity has been advised of the possibility of such damages); or
- Your Content. In addition, other than the obligation of Unanimity to pay out Event Registration Fees in certain circumstances to certain organizers under the Merchant Agreement, and only in accordance with the terms therein, the maximum aggregate liability of Unanimity or Associated Parties is limited to the following:
- for Organizers of events with paid tickets, and subject to the terms of the Merchant Agreement, the fees (net of Eventbrite Payment Processing Fees) that you paid us in the three (3) month period immediately preceding the circumstances giving rise to your claim; and
- for Organizers of events with free tickets only, Consumers or other Users, (1) the total amount of all tickets or registrations that you purchased or made through the Services in the three (3) month period immediately preceding the circumstances giving rise to your claim; or (2) if you made no such purchases, one hundred U.S. dollars (US $100).
8.2 Nothing in these Terms 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.
9. IMPORTANT: BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS.
Unanimity Reserves The Right to exclude itself, being the company and all of its employees and representatives.
10. License to the Eventbrite Services
10.1 License to Services. We grant you a limited, non-exclusive, non-transferable, non-sublicensable (except to sub-Users registered via the Services), revocable right to use our Services solely to
- browse the Services and search for, view, register for or purchase tickets or registrations to an event listed on the Services; and/or
- create event registration, organizer profile and other webpages to promote, market, manage, track, and collect sales proceeds for an event.
10.2 Restrictions on Your License. Without limitations on other restrictions, limitations and prohibitions that we impose (in these Terms or elsewhere), you agree you will not directly or indirectly
- copy, modify, reproduce, translate, localize, port or otherwise create derivatives of any part of the Services;
- 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;
- rent, lease, resell, distribute, use the Services for other commercial purposes not contemplated or otherwise exploit the Services in any unauthorized manner;
- remove or alter any proprietary notices on the Services; or (e) engage in any activity that interferes with or disrupts the Services.
10.3 Our Intellectual Property and Copyrights. You agree that all Site Content may be protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. Unanimity may own the Site Content or portions of the Site Content may be made available to Unanimity through arrangements with third parties. Site Content included in or made available through the Services is the exclusive property of Unanimity and is protected by copyright laws. You agree to use the Site Content only for purposes that are permitted by these Terms and any applicable local, state, provincial, national or other law, rule or regulation. Any rights not expressly granted herein are reserved.
10.4 Trademarks. The trademarks, service marks and logos of Unanimity (the “Unanimity Trademarks”) used and displayed in connection with the Services are registered and unregistered trademarks or service marks of Unanimity. 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 Unanimity Trademarks, the “Trademarks”). The offering of the Services will 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 Unanimity specific for each such use. The Trademarks may not be used to disparage Unanimity, any third party or Unanimity 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 Unanimity approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any Unanimity Trademark will inure to Unanimity benefit. A number of issued patents and patents pending apply to the Services. Site Content may also be protected by copyrights owned by Unanimity and/or third parties. Please note that if you copy portions of the Services you are violating these patent rights and copyrights.
10.5 Use of Sub-domains. Unanimity may provide you with the right to use a sub-domain within the Site (e.g., [sub-domain prefix].unanimity.net) for a given event. All such sub-domains are the sole property of Unanimity and we reserve the right to determine the appearance, design, functionality and all other aspects of such sub-domains. In the event Unanimity provides you with a sub-domain, your right to use such sub-domain will continue only for so long as your event is actively selling on the Services and you are in compliance with the Terms, including without limitation, these Terms of Service. If Unanimity terminates your right to use a sub-domain for any other reason, it will provide you with a new sub-domain.
11. Licenses and Permits Organizers Must Obtain
If you are an Organizer, without limiting the generality of any representations or warranties provided elsewhere in these Terms of Service, you represent and warrant to us that:
(a) You and your affiliates will obtain, prior to the start of ticket sales, all applicable licenses, permits, and authorizations (individually and collectively, “Licensure”) with respect to events hosted by you or your affiliates on the Services. Licensure includes but is not limited to property operation permits and fire marshal permits;
(b) You and your affiliates will comply, and will ensure that the venues for each event hosted by you or your affiliates on the Services will comply, with all applicable laws, regulations, rules and ordinances;
(c) You will only request that Unanimity offer tickets to an event after you have obtained any specific Licensures for such event, including, but not limited to, any state, county, municipal or other local authority’s authorization of the event, traffic engineering authorizations, fire department inspection reports, authorization to receive minors (if applicable), sanitary authorization (if applicable), and any other potential applicable authorization; and (d) you and your affiliates will maintain in force throughout the term of access to the Service the applicable Licensure for organizer to promote, produce, sponsor host and sell tickets for all events hosted by you or your affiliates on the Services
(d) Without limiting the generality of any release provided under these Terms of Service, as a material inducement to Unanimity permitting you to access and use the Services, you hereby agree to release Unanimity, and its affiliates and subsidiaries, and each of its and their respective parent companies, subsidiaries, officers, affiliates, representatives, shareholders, contractors, 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, including, without limitation, attorneys’ fees, known and unknown, arising out of or in any way connected with your or your affiliates’ Licensure, any failure to obtain or maintain any Licensure, or any error in obtaining or maintaining any Licensure.
(e) Without limiting your indemnification obligations elsewhere under these Terms of Service, you agree to defend, indemnify and hold Unanimity, 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 due to or arising out of your or your affiliates’ Licensure, any failure to obtain or maintain any Licensure, or any error in obtaining or maintaining any Licensure. You agree to provide evidence of Licensure and related information prior to offering tickets or registrations for events on the Site and promptly upon the reasonable request of Unanimity from time to time.
12. Your Rights to Submit a Copyright Takedown Notice
If you are a copyright owner or an agent of a copyright owner and you believe that any content on the Sites infringes your copyrights, you may submit a notice pursuant to the Digital Millennium Copyright Act (“DMCA”).
13. Scraping or Commercial Use of Site Content is Prohibited
The Site Content is not intended for your commercial use. You have no right to use, and agree not to use, any Site Content for your own commercial purposes. You have no right to, and agree not to scrape, crawl, or employ any automated means to extract data from the Site(s).
14. Fees and Refunds.
14.1 Fees That We Charge. Creating an account, listing an event and accessing the Services are free. However, we charge fees when you sell or buy paid tickets or registrations. These fees may vary based on individual agreements between Eventbrite and certain Organizers. Organizers ultimately determine whether these fees will be passed along to Consumers 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 Consumers may include certain other charges, including without limitation, facility fees, royalties, taxes, processing fees and fulfillment fees. Therefore, the fees paid by Consumers for an event are not necessarily the same as those charged by Unanimity 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 Unanimity, but may in some cases include an element of profit and in some cases include an element of loss. Unanimity 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.
14.2 Ticket Transfers. If you wish to transfer tickets to an event you have purchased on Unanimity, in some instances Unanimity may be able to accommodate this for you. In all other instances, please contact the Organizer of the event to arrange for ticket transfer. If you are unable to reach the Organizer, or the Organizer is unable to arrange a ticket transfer, please contact us on our site contact page.
14.3 Refunds. Because all transactions are between an Organizer and its respective attendees, Unanimity asks that all Consumers contact the applicable Organizer of their event with any refund requests.
(a) If you are a Consumer, you acknowledge that should you receive a refund for your ticket, you will discard any ticket that we or any Organizer has delivered, and will not use it (or any copy of it) to attend the event. Violation of the foregoing constitutes fraud. You acknowledge that the applicable procedure to check the validity of the ticket must always be followed. Unanimity will not be held liable under any circumstances for any costs arisen from non-compliance by Organizers with applicable procedures that must be implemented by Organizers to check validity of tickets. Unanimity will not be held liable under any circumstances for costs and/or damage associated with tickets arisen from situations with fraud and/or for damage associated with the purchase of the ticket through non-official means, such as third parties.
(b) If you are an Organizer, you acknowledge that the applicable procedure to check the validity of the ticket must always be followed. Unanimity will not be held liable under any circumstances for any costs arisen from non-compliance by Organizers with applicable procedures that must be implemented by Organizers to check validity of tickets. Unanimity will not be held liable under any circumstances for costs and/or damage associated with tickets arisen from situations with fraud and/or for damage associated with the purchase of the ticket through non-official means, such as third parties.
15. Your Account with Unanimity
We may require you to create an account to access certain features or functions of the Services. You agree to follow certain rules when you create an account with Unanimity or use the Services, including the following:
- You must be at least 18 years of age, or the legal age of majority where you reside, to use the Services. If you are 13 or older, you may only use the Services under the supervisions of a parent or legal guardian who manages your use and/or account. However, if you are under 13, please do not provide us with any information about yourself.
- You agree to provide true, accurate, current and complete information about yourself, or if you are using the Services on behalf of an entity, the entity (the “Registration Data”). You also agree to update this Registration Data if it changes.
- If there is a dispute between two or more persons or entities as to account ownership, Unanimity will be the sole arbiter of that dispute and Unanimity decision (which may include termination or suspension of the account) will be final and binding on those parties.
- If you are using the Services on behalf of a company or other entity, you represent and warrant that you have the authority to legally bind that entity and grant Unanimity all permissions and licenses provided in these Terms.
- We may provide you the ability to implement certain permission within your account to third parties including, “sub-users,” “sub-accounts,” or other credentialed account users. If we do so, you agree that you are solely responsible for all activity that occurs under your account (including actions by sub-users), so you must maintain the confidentiality of your password and account details. You likewise agree that all rules applicable to your account will apply to all third parties to whom you grant access to your account.
- You agree to immediately notify Unanimity of any unauthorized use of your password or account or any other breach of security. You are responsible for (and we will hold you responsible for) any activities that occur under your account.
- You agree to not use our services to collect any sensitive personal information, such as health information (including “protected health information”, social security numbers, financial information, payment card numbers, driver’s license numbers, and passport numbers, unless otherwise permitted by these Terms or Unanimity has consented to such collection in writing.
16. Our Community Guidelines
You agree to abide by the Unanimity Community Guidelines whenever you use or access our Services. Please read these carefully, as they affect what types of content and conduct are permitted on and through the Unanimity Services.
17. Your Content.
17.1 License. Unanimity does not make any claim to Your Content. However, you are solely responsible for Your Content. You hereby grant Unanimity a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right and license to access, use, reproduce, transmit, adapt, modify, perform, display, distribute, translate, publish and create derivative works based on Your Content, in whole or in part, in any media, for the purpose of operating the Services (including Unanimity promotional and marketing services, which may include without limitation, promotion of your event on a third party website), and you hereby waive any and all moral right to use the name you submit with Your Content. Notwithstanding the foregoing, Unanimity does not claim, and you do not transfer, any ownership rights in any of Your Content and nothing in these Terms of Service will restrict any rights that you may have to use and exploit Your Content outside of the Services.
17.2 Your Representations About Your Content. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content
- does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party;
- complies with all applicable local, state, provincial, national and other laws, rules and regulations; and
- does not violate these Terms.
17.3 Additional Rules About Your Content. Your Content must be accurate and truthful. Eventbrite reserves the right to remove Your Content from the Services if Unanimity believes in its sole discretion that it violates these Terms, our Community Guidelines, or for any other reason. Unanimity may use your name and logo (whether or not you have made it available through the Services) for the purpose of identifying you as an existing or past customer of Unanimity both on the Services and in marketing, advertising and promotional materials. We likewise 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
- comply with legal process;
- respond to claims that any of Your Content violates the rights of third parties;
- enforce or administer the Terms of Service, including without limitation, these Terms of Service; and/or
- protect the rights, property and/or personal safety of Unanimity, 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.
18. Rules for Use of Email Tools
18.1 Unanimity may make available to you features and tools that allow you to contact your Consumers, other users of the Services, or third parties via email (the “Email Tools”). If you use Email Tools, you represent and agree that:
(a) you have the right and authority to send emails to the addresses on your recipient list and such addresses were gathered in accordance with email marketing regulations in the recipient’s country of residence;
(c) you will use the Email Tools in compliance with all applicable local, state, provincial, national and other laws, rules and regulations, including those relating to spam and email, and including without limitation, the U.S. CAN-SPAM Act, the Canadian CASL, and the EU GDPR and e-privacy directive;
(d) you will only use the Email Tools to advertise, promote and/or manage a bona fide event listed on the Services;
(e) your use of the Email Tools and the content of your emails complies these Terms;
(f) you will not use false or misleading headers or deceptive subject lines in emails sent using the Email Tools;
(g) you will respond immediately and in accordance with instructions to any Consumer sent to you by Unanimity requesting you modify such Consumer’s email preferences;
(h) you will provide an accessible and unconditional unsubscribe link for inclusion in every email where one is required, and you will not send any emails to any recipient who has unsubscribed from your mailing list.
18.2 If you violate any of these Email Tools rules or if your use of the Email Tools results in bounce rates, complaint rates or unsubscribe requests in excess of industry standards or if your emails cause disruption to the Services, Unanimity may (without limitation of any other legal or contractual remedies it has) limit or suspend your access to the Email Tools.
Notices to you may be sent via email or regular mail to the address in Unanimity records. The Services may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to you generally on the Services. If you wish to contact Unanimity or send any notice, you can do so at Unanimity, LLC., email to email@example.com
20. Modifications to the Terms or Services Unanimity reserves the right to modify these Terms from time to time (collectively, “Modifications”). If we believe the Modifications are material, we will inform you about them by doing one (or more) of the following
- posting the changes through the Services;
- updating the “Updated” date at the top of this page; or
- sending you an email or message about the Modifications.
Modifications that are material will be effective thirty (30) days following the “Updated” date or such other date as communicated in any other notice to you. Modifications that are simply addressing new functions we add to the Services or which do not impose any additional burdens or obligations on you will be effective immediately. You are responsible for reviewing and becoming familiar with any Modifications. Your continued use of the Services following Modifications constitutes your acceptance of those Modifications and the updated Terms. In certain circumstances, Unanimity may seek a Modification to these Terms that will only apply to you. This type of Modification must be accomplished by way of a written or electronic document signed by you and an authorized officer of Unanimity. Unanimity is constantly evolving our products and services to better meet the needs of our Users. Because of this, we cannot guarantee the availability of certain product features or functionality. Unanimity reserves the right modify, replace or discontinue any part of the Services or the entire Service.
We may, without your consent or approval, freely assign these Terms and our rights and obligations under these Terms whether to an affiliate or to another entity in connection with a corporate transaction or otherwise.
22. Entire Agreement.
Except as otherwise set forth herein, these Terms constitute the entire agreement between you and Unanimity and govern your use of the Services, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and Unanimity on the subject matter hereof, other than any written agreement for Services between you and an authorized officer of Unanimity relating to a specified event or events.
23. Applicable Law and Jurisdiction
These Terms are governed by the laws of the State of Indiana, without regard to its conflict of laws rules. These laws will apply no matter where in the world you live. But if you live outside of the United States, you may be entitled to the protection of the mandatory consumer protection provisions of your local consumer protection law. Unanimity is based in indianapolis, Indiana, and any legal action against a user of the platform must abide by state rules and laws.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services (“Feedback”). Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
25. Third Party Websites; Linked Accounts; Third Party Offers
The Services may provide, or Users may provide, links to other Internet websites or resources. Because Unanimity has no control over such websites and resources, you acknowledge and agree that Unanimity 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, offers, 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 Unanimity partners or third party service providers. For example, if you purchase ticket insurance on Unanimity from a third party, your contractual relationship is with the third party ticket insurance provider, not Unanimity.
6. Additional Miscellaneous Provisions
Our failure to enforce any part of these Terms will not constitute a waiver of our right to later enforce that or any other part of these Terms. No oral waiver, amendment or modification of these Terms will be effective. If any provision of these Terms is found to be unenforceable, that part will be limited to the minimum extent necessary and the other provisions of these Terms remain in full force and effect. Section titles in these Terms are for convenience and have no legal or contractual effect. No independent contractor, agency, partnership, joint venture or other such relationship is created by these Terms. We may freely assign any of our rights and obligations under these Terms. We may translate these Terms into other languages for your convenience. If there is a conflict between the English version and a translated version, the English version will control.
27. Additional Clauses for Users in Certain Locations
Eventbrite Unanimity is a global company offering Organizers and Consumers the opportunity to benefit from our Services worldwide. To allow each User full advantage of our Services and applicable law, certain additional provisions included in this Section may be applicable to you.