These Terms of Service (these “Terms”) constitute a legally binding agreement between the operator of the TicketIt platform (“TicketIt,” “we,” “us,” or “our”), and the company, organization, or other legal entity on whose behalf an individual registers for, accesses, purchases, or uses the Services (“Customer,” “you,” or “your”). These Terms govern Customer’s access to and use of TicketIt’s websites, hosted software platform, applications, interfaces, APIs, documentation, related services, and any functionality made available by TicketIt from time to time (collectively, the “Services”).
By creating an Account, starting a free trial, purchasing or renewing a Subscription, executing or electronically accepting an Order Form, clicking “I agree” or another substantially similar acceptance mechanism, or otherwise accessing or using the Services, Customer acknowledges that it has read, understood, and agrees to be bound by these Terms. If an individual accepts these Terms on behalf of a company, organization, or other legal entity, such individual represents and warrants that he or she has full authority to bind that entity to these Terms.
If Customer does not agree to these Terms, Customer may not access or use the Services.
1. Definitions
For purposes of these Terms, “Account” means the account or organizational environment through which Customer and its Authorized Users access the Services. “Administrator” means an Authorized User to whom Customer has granted administrative privileges. “Authorized User” means an individual whom Customer has authorized to access or use the Services under Customer’s Account. “Customer Data” means any data, content, files, records, communications, attachments, personal information, configurations, Tickets, or other materials submitted to, transmitted through, stored in, or otherwise processed by the Services on behalf of Customer. “Documentation” means TicketIt’s then-current technical or user documentation relating to the Services. “Order Form” means any electronic order, quotation, proposal, ordering document, statement of work, or other written or electronic instrument accepted by TicketIt and Customer that identifies the Services purchased by Customer. “Seat” means an Authorized User license or other user entitlement under a Subscription. “Subscription” means Customer’s right to access designated Services during an applicable Subscription Term. “Subscription Plan” means the applicable package of features, Seats, usage allowances, limitations, and commercial terms made available by TicketIt. “Ticket” means a request, task, case, inquiry, incident, issue, process, or other work item created, submitted, received, assigned, tracked, or otherwise managed through the Services. “Third-Party Services” means products, applications, platforms, infrastructure, APIs, or services provided by third parties that interoperate with, support, or are integrated into the Services.
2. The Services
Subject to Customer’s compliance with these Terms and payment of all applicable Fees, TicketIt grants Customer, during the applicable Subscription Term, a limited, non-exclusive, non-transferable and non-sublicensable right to permit its Authorized Users to access and use the Services solely for Customer’s internal business purposes.
TicketIt provides a cloud-based software platform intended to facilitate business ticketing, request management, workflow management, operational coordination, service management, reporting, analytics, and related activities. The particular features available to Customer may depend upon Customer’s Subscription Plan, Account configuration, usage limits, integrations, and other applicable commercial terms.
TicketIt provides the technological infrastructure through which Customer manages its own business processes. TicketIt does not perform, supervise, assume responsibility for, or guarantee the performance of the underlying business activities represented by Tickets or workflows managed through the Services. Customer remains solely responsible for its business processes, decisions, personnel, service levels, communications, approvals, and actions taken as a result of information made available through the Services.
TicketIt may from time to time enhance, modify, replace, or discontinue features of the Services as part of its ordinary product development. TicketIt will use commercially reasonable efforts not to materially reduce the core functionality of a paid Subscription during its then-current Subscription Term.
3. Accounts And Authorized Users
Customer shall provide accurate, current, and complete information when creating and maintaining an Account and shall promptly update such information when necessary. Customer is responsible for maintaining the confidentiality and security of credentials associated with its Account and for all activity conducted through the Account by its Authorized Users, except to the extent such activity results directly from TicketIt’s breach of these Terms.
Authorized User credentials are personal to the applicable Authorized User and may not be shared with another individual unless expressly permitted by TicketIt. Customer shall promptly deactivate or cause to be deactivated any Account or Authorized User access that is no longer required and shall notify TicketIt without undue delay upon becoming aware of any unauthorized access to or use of the Services.
Customer may appoint one or more Administrators. Administrators may have authority to add or remove Authorized Users, configure permissions, create teams or organizational structures, configure workflows and service categories, establish operational parameters, manage branding and integrations, access reporting, and otherwise administer Customer’s Account. Customer acknowledges that actions properly performed by its Administrators will be deemed authorized by Customer, and TicketIt shall have no responsibility for configuration changes, permissions, assignments, deletions, or other actions performed by an authorized Administrator.
4. Customer Responsibilities
Customer shall use the Services only in accordance with these Terms, the Documentation, and applicable law. Customer is responsible for determining whether the Services are appropriate for its intended business purposes and for ensuring that its use of the Services complies with any legal, contractual, regulatory, employment, confidentiality, recordkeeping, or other obligations applicable to Customer.
Customer is solely responsible for the accuracy, quality, legality, integrity, and appropriateness of Customer Data and for obtaining all rights, permissions, notices, authorizations, and consents necessary for TicketIt to process Customer Data in accordance with these Terms.
Customer shall not, and shall not permit any Authorized User or third party to: use the Services for unlawful or fraudulent purposes; gain or attempt to gain unauthorized access to another account, system, network, or Customer’s data; circumvent authentication, authorization, Subscription, Seat, usage, or security controls; introduce malicious software or code; materially interfere with the operation or integrity of the Services; perform unauthorized vulnerability testing, penetration testing, or security assessments; reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying proprietary technology of the Services except to the extent such restriction is prohibited by applicable law; use the Services to infringe or misappropriate the intellectual property, privacy, confidentiality, or other rights of another person; or reproduce, resell, sublicense, commercially exploit, or make the Services available to third parties except as expressly permitted by TicketIt.
TicketIt reserves the right to investigate suspected violations of this Section and to take reasonable measures necessary to protect the Services, TicketIt, its customers, or third parties.
5. Free Trials
TicketIt may, in its discretion, make some or all of the Services available on a free or trial basis. The duration, functionality, number of Seats, storage, usage limits, integrations, analytics, support, or other characteristics of a trial may differ from those available under a paid Subscription.
Unless otherwise expressly stated at the time of registration, a trial does not obligate Customer to purchase a paid Subscription. Upon expiration of the applicable trial period, TicketIt may restrict or suspend access to functionality that requires a paid Subscription.
TicketIt may modify, suspend, or discontinue free or trial offerings at any time, provided that doing so shall not alter any separate paid Subscription already purchased by Customer.
6. Subscriptions, Fees And Payment
Customer shall pay all fees, Seat charges, usage charges, taxes, and other amounts applicable to its Subscription (collectively, the “Fees”) in accordance with the pricing presented at the time of purchase or set forth in an applicable Order Form.
Subscription Plans may consist of a base subscription price together with charges based on Seats, usage, functionality, capacity, or other applicable metrics. Customer acknowledges that adding Seats or otherwise increasing its use of the Services may result in additional Fees.
Unless otherwise stated in an applicable Order Form, Fees are quoted and payable in the currency displayed at checkout, are exclusive of applicable taxes, are non-cancelable for the applicable Subscription Term, and are non-refundable once paid except where expressly provided in these Terms or required by applicable law.
TicketIt may use one or more third-party providers to process payments, manage recurring billing, or administer Subscriptions. Customer authorizes TicketIt and its applicable payment providers to charge the payment method designated by Customer for Fees properly due under the Subscription. Payment information provided directly to a third-party payment processor may be processed and retained by that provider in accordance with its own terms and privacy practices.
TicketIt may modify its pricing from time to time. Any pricing change applicable to an existing paid Subscription will ordinarily become effective upon the next renewal unless Customer otherwise agrees in writing.
7. Taxes
Fees do not include sales, use, value-added, withholding, excise, or similar taxes, duties, levies, or governmental assessments unless expressly stated otherwise. Customer shall be responsible for taxes associated with its purchase or use of the Services, excluding taxes imposed on TicketIt’s net income.
If applicable law requires Customer to deduct or withhold any amount from a payment to TicketIt, Customer shall comply with the applicable legal requirements and provide TicketIt with appropriate evidence of such withholding.
8. Subscription Term, Renewal And Cancellation
A paid Subscription will commence on the date specified at purchase or in the applicable Order Form and will continue for the applicable Subscription Term.
Unless otherwise specified, recurring Subscriptions may automatically renew for successive periods of the same duration at TicketIt’s then-current applicable Fees unless Customer cancels the Subscription before the applicable renewal date.
Customer may cancel a Subscription using the cancellation functionality made available through the Services or by another method designated by TicketIt. Unless otherwise stated in an applicable Order Form, cancellation will take effect at the end of the then-current paid Subscription Term. Customer will ordinarily retain access to the applicable paid Services through the remainder of that period, and cancellation will not entitle Customer to a prorated refund for amounts already paid.
9. Customer Data
As between the parties, Customer retains all right, title, and interest in and to Customer Data. Nothing in these Terms transfers ownership of Customer Data to TicketIt.
Customer hereby grants TicketIt and its authorized subprocessors a limited, non-exclusive, worldwide right to host, reproduce, transmit, process, store, display, and otherwise use Customer Data solely to the extent reasonably necessary to provide, maintain, secure, support, and improve the Services; prevent or investigate fraud, abuse, or security incidents; comply with applicable law; enforce these Terms; and perform TicketIt’s contractual obligations.
TicketIt shall not sell Customer Data as its own asset or use Customer’s identifiable Confidential Information for advertising unrelated third-party products.
Customer acknowledges that it controls the nature and substance of Customer Data submitted to the Services and is responsible for ensuring that such processing is lawful.
10. Privacy And Data Protection
TicketIt’s collection and processing of personal information in connection with the Services is further described in the TicketIt Privacy Policy.
To the extent TicketIt processes personal data on behalf of Customer in circumstances in which TicketIt acts as a processor, service provider, or equivalent role under applicable data protection law, such processing may additionally be governed by TicketIt’s Data Processing Agreement (“DPA”).
Customer is responsible for determining the privacy and data-protection laws applicable to its activities and for providing any notices, obtaining any consents, establishing any lawful bases, or satisfying any other obligations required in connection with Customer Data.
Nothing in these Terms shall be interpreted to waive or restrict rights or obligations that cannot lawfully be waived under applicable data protection law.
11. Confidentiality
Each party may obtain non-public information of the other party that, by its nature or the circumstances of its disclosure, reasonably should be understood to be confidential (“Confidential Information”). Customer Data constitutes Customer’s Confidential Information. TicketIt’s non-public software, technology, architecture, security information, product roadmaps, documentation, pricing arrangements, trade secrets, and proprietary business information constitute TicketIt’s Confidential Information.
The party receiving Confidential Information (“Receiving Party”) shall use such information solely as necessary to perform its obligations or exercise its rights under the parties’ relationship and shall protect it using at least reasonable care. The Receiving Party may disclose Confidential Information only to its employees, contractors, professional advisers, affiliates, and service providers who have a legitimate need to know such information and who are subject to confidentiality obligations appropriate to the nature of the information.
Confidential Information does not include information that the Receiving Party can demonstrate was lawfully known to it without restriction before disclosure, becomes publicly available through no breach of these Terms, is lawfully obtained from a third party without a duty of confidentiality, or is independently developed without use of the Disclosing Party’s Confidential Information.
If the Receiving Party is legally required to disclose Confidential Information, it may do so to the extent legally required and, where permitted by law, shall provide reasonable prior notice to the Disclosing Party.
12. Information Security
TicketIt will maintain commercially reasonable administrative, organizational, and technical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data and the Services.
TicketIt’s security measures may include authentication and authorization controls, logical separation of customer environments, encryption of data in transit, access controls, security monitoring, logging, backup and recovery measures, vulnerability-management practices, and secure software-development procedures, as appropriate to the nature of the Services.
Customer acknowledges that no Internet-based or cloud-hosted information system can be guaranteed to be completely secure or continuously available. Customer remains responsible for maintaining appropriate security for its own devices, networks, credentials, users, and systems used to access the Services.
13. Service Levels And Customer Workflows
The Services may permit Customer to establish internal service levels, response or resolution targets, priorities, calendars, workflows, statuses, assignments, escalation rules, and other operational parameters.
Such parameters are Customer-configured business rules and do not constitute service-level commitments by TicketIt regarding the availability or performance of the TicketIt platform itself.
TicketIt does not guarantee the performance, response time, resolution time, conduct, or results of Customer’s employees, contractors, agents, departments, teams, or other users of the Services.
Any uptime, availability, support-response, recovery, or other service-level commitment made by TicketIt must be expressly stated in an applicable Order Form, enterprise agreement, or separate service-level agreement executed or accepted by TicketIt.
14. Artificial Intelligence And Automated Features
The Services may include functionality powered or assisted by artificial intelligence, machine learning, automated analysis, or similar technologies (“AI Features”). AI Features may generate summaries, classifications, analyses, recommendations, predictions, operational insights, or other outputs based on information processed through the Services.
Customer acknowledges that AI-generated outputs are probabilistic in nature and may contain errors, omissions, inaccuracies, or inappropriate conclusions. AI Features are intended to assist, rather than replace, human judgment. Customer is solely responsible for evaluating outputs before relying upon or acting on them.
Unless TicketIt expressly identifies a feature as designed for such purpose, Customer shall not use AI Features as the sole basis for making employment, disciplinary, credit, financial, healthcare, legal, or other decisions that produce legally significant or similarly material effects upon an individual where such use would violate applicable law.
TicketIt may use third-party artificial intelligence service providers in providing AI Features. TicketIt will use commercially reasonable measures to limit the transmission of Customer Data to information reasonably necessary to provide the applicable AI functionality. Unless Customer expressly agrees otherwise, TicketIt will not intentionally use Customer’s identifiable Confidential Information to train a general-purpose artificial intelligence model for the benefit of unrelated customers.
15. Aggregated And De-Identified Information
TicketIt may generate and use aggregated, statistical, or de-identified information derived from operation and use of the Services for legitimate business purposes, including maintaining and securing the Services, analyzing usage, measuring performance, developing and improving functionality, capacity planning, and conducting business analytics.
TicketIt will not rely upon this Section as authorization to publicly disclose Customer’s identifiable Confidential Information or to reconstruct de-identified information for the purpose of identifying Customer or an individual.
16. Intellectual Property Rights
TicketIt and its licensors own and retain all right, title, and interest in and to the Services and all related intellectual property, including software, source code, object code, databases, user interfaces, designs, workflows, architecture, algorithms, documentation, trademarks, trade names, methodologies, models, inventions, improvements, and know-how, together with all intellectual property rights therein.
Except for the limited right to access and use the Services expressly granted under these Terms, no license or other right in TicketIt’s intellectual property is granted to Customer, whether by implication, estoppel, or otherwise.
Where Customer uploads trademarks, logos, trade names, color schemes, or other branding materials to the Services, Customer grants TicketIt a limited, non-exclusive license to host, reproduce, and display those materials solely as necessary to provide the applicable customization functionality. Customer represents that it possesses all rights necessary to provide such materials.
17. Feedback
If Customer or an Authorized User voluntarily provides TicketIt with ideas, suggestions, enhancement requests, recommendations, or other feedback relating to the Services (“Feedback”), TicketIt may use and incorporate such Feedback into its products and services without restriction or obligation to compensate Customer.
For clarity, Feedback does not include Customer Data or Customer Confidential Information merely because such information is communicated to TicketIt.
18. Third-Party Services
The Services may interoperate with, incorporate, rely upon, or permit connections to Third-Party Services. Customer acknowledges that Third-Party Services are provided by independent entities and may be governed by separate terms, privacy policies, service levels, and availability commitments.
TicketIt is not responsible for the acts or omissions of independent Third-Party Services or for outages, security incidents, modifications, discontinuations, or other failures caused solely by systems outside TicketIt’s reasonable control.
TicketIt may add, replace, or discontinue particular third-party providers as reasonably necessary to operate, secure, improve, or develop the Services, provided that TicketIt continues to comply with its contractual and applicable data-protection obligations.
19. Availability, Maintenance And Modifications
TicketIt will use commercially reasonable efforts to maintain the availability and reliable operation of the Services. Customer acknowledges, however, that the Services may from time to time be unavailable because of scheduled or emergency maintenance, software deployments, infrastructure failures, telecommunications disruptions, Third-Party Service failures, security incidents, force majeure events, or circumstances outside TicketIt’s reasonable control.
TicketIt may deploy updates, patches, security fixes, improvements, and modifications to the Services without Customer approval where such changes do not materially reduce the principal functionality of Customer’s paid Subscription.
Nothing in these Terms constitutes a guarantee of uninterrupted or error-free operation unless expressly stated in a separate written service-level commitment.
20. Suspension Of Services
TicketIt may suspend Customer’s or an Authorized User’s access to all or part of the Services if TicketIt reasonably determines that such suspension is necessary to prevent or address a security threat, unlawful activity, unauthorized access, material violation of these Terms, non-payment of undisputed Fees, interference with the integrity of the Services, or substantial risk to TicketIt, another customer, or a third party.
Where reasonably practicable, TicketIt will provide Customer with prior notice and an opportunity to cure the circumstances giving rise to suspension. TicketIt may suspend access immediately where delay could reasonably result in material security, legal, financial, or operational harm.
TicketIt will use commercially reasonable efforts to limit any suspension to the scope and duration reasonably necessary under the circumstances.
21. Termination
Either party may terminate these Terms or an affected Subscription if the other party materially breaches its obligations and fails to cure such breach within thirty (30) days after receiving written notice describing the breach.
TicketIt may terminate or suspend access immediately if Customer engages in fraud, unlawful conduct, intentional security abuse, unauthorized access to another customer’s information, or conduct reasonably likely to cause substantial harm to TicketIt, its systems, customers, or third parties.
Termination shall not relieve either party of obligations accrued before the effective date of termination, including Customer’s obligation to pay Fees properly due.
22. Effect Of Termination; Data Return And Deletion
Upon expiration or termination of Customer’s Subscription, Customer’s right to access the applicable paid Services will cease, subject to any limited post-termination access or data-export period that TicketIt may make available.
Customer is responsible for exporting Customer Data that it is legally or operationally required to retain before the Account is terminated or deleted.
TicketIt may retain Customer Data for a commercially reasonable period following termination for purposes of account recovery, legal compliance, fraud prevention, dispute resolution, security, and backup integrity. Following expiration of the applicable retention period, TicketIt may delete or de-identify Customer Data in accordance with its retention practices, subject to applicable law and reasonable backup cycles.
Provisions which by their nature should survive termination, including provisions concerning intellectual property, confidentiality, accrued payment obligations, disclaimers, indemnification, limitations of liability, dispute resolution, and governing law, shall survive.
23. Warranties And Disclaimers
TicketIt warrants that it will provide the Services in a professional and commercially reasonable manner.
EXCEPT FOR THE FOREGOING EXPRESS WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, DOCUMENTATION, AI FEATURES, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TICKETIT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
TICKETIT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, COMPLETELY SECURE, OR ERROR-FREE; THAT ALL DEFECTS WILL BE CORRECTED; THAT CUSTOMER’S PARTICULAR BUSINESS OBJECTIVES WILL BE ACHIEVED; OR THAT ANY REPORT, ANALYSIS, RECOMMENDATION, PREDICTION, OR AI-GENERATED OUTPUT WILL BE COMPLETE OR ACCURATE.
24. Limitation Of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TICKETIT OR ITS AFFILIATES, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, ANTICIPATED SAVINGS, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF TICKETIT AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER TO TICKETIT FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.
THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW AND SHALL NOT APPLY TO LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.
The parties acknowledge that the allocation of risk reflected in this Section is an essential basis of the bargain between them and that the Fees charged for the Services reflect such allocation of risk.
25. Indemnification
Customer shall defend, indemnify, and hold harmless TicketIt, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any third-party claim, action, proceeding, damage, liability, judgment, settlement, cost, or reasonable attorneys’ fee arising out of or relating to Customer Data; Customer’s unlawful use of the Services; Customer’s material breach of these Terms; Customer’s infringement, misappropriation, or violation of a third party’s intellectual property, privacy, confidentiality, or other rights; or Customer’s failure to obtain rights, permissions, notices, or consents required for Customer Data.
TicketIt shall provide Customer with reasonably prompt notice of a covered claim and reasonable cooperation in its defense. Customer shall not enter into a settlement that admits wrongdoing or imposes a material non-monetary obligation upon TicketIt without TicketIt’s prior written consent, which shall not be unreasonably withheld.
26. Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations, other than payment obligations, to the extent caused by events beyond its reasonable control, including natural disasters, fire, flood, war, terrorism, civil disturbance, governmental action, labor disruption, widespread telecommunications or Internet failures, material infrastructure outages, epidemics, pandemics, or comparable force majeure events.
The affected party shall use commercially reasonable efforts to mitigate the effect of the event and resume performance when reasonably practicable.
27. Electronic Contracting And Communications
Customer agrees that its relationship with TicketIt may be conducted electronically and that electronic records, electronic communications, electronic acceptance mechanisms, and electronic signatures may be used in connection with the Services and shall have the same force and effect as permitted by applicable law.
TicketIt may maintain electronic records evidencing Customer’s acceptance of these Terms, including the applicable version of these Terms, date and time of acceptance, Account and Authorized User associated with the acceptance, and other information reasonably necessary to maintain an auditable record of contractual acceptance.
Operational, administrative, billing, security, and legal communications may be delivered through the Services, through Customer’s Account, by electronic mail to an address associated with the Account, or through another reasonable electronic method.
28. Changes To These Terms
TicketIt may modify these Terms from time to time to reflect changes in applicable law, regulation, security requirements, technology, the Services, or TicketIt’s business operations.
If TicketIt makes a material modification to these Terms, TicketIt will provide reasonable notice through the Services, by electronic mail, or by another reasonable method before the modification becomes effective where required by applicable law.
Customer’s continued use of the Services following the effective date of an updated version will constitute acceptance to the extent permitted by applicable law. Where affirmative consent is legally required, TicketIt will request such consent.
29. Governing Law And Jurisdiction
These Terms, and any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between TicketIt and Customer, shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws principles.
The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
Before commencing formal proceedings, each party agrees to use commercially reasonable efforts to resolve any dispute through good-faith negotiations between authorized representatives. If a dispute is not resolved within thirty (30) days after written notice of the dispute, either party may pursue any remedy available under these Terms or applicable law.
Subject to any different dispute-resolution mechanism expressly agreed in an Order Form or separately executed enterprise agreement, the parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware with respect to any action or proceeding arising out of or relating to these Terms or the Services, and each party waives any objection to such jurisdiction or venue to the maximum extent permitted by applicable law.
Nothing in this Section prevents either party from seeking temporary, preliminary, or permanent injunctive or other equitable relief where reasonably necessary to protect intellectual property, Confidential Information, Customer Data, security, or other rights for which monetary damages would be inadequate.
30. Waiver Of Jury Trial
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
31. Export Controls And Sanctions
Customer shall not access, export, re-export, transfer, or otherwise use the Services in violation of applicable United States export-control, economic-sanctions, or trade-control laws.
Customer represents that it will not knowingly permit the Services to be accessed or used by any person or entity where such access or use is prohibited by applicable law.
32. Anti-Corruption
Each party shall comply with applicable anti-bribery and anti-corruption laws in connection with its activities under these Terms. Neither party shall offer, authorize, provide, solicit, or accept any unlawful payment, benefit, or thing of value in connection with the Services or the parties’ business relationship.
33. Assignment
Customer may not assign or transfer these Terms, in whole or in part, without TicketIt’s prior written consent, except in connection with a merger, reorganization, change of control, or sale of substantially all of the assets to which these Terms relate, provided that the successor agrees to assume Customer’s obligations hereunder.
TicketIt may assign these Terms, in whole or in part, to an affiliate or in connection with a merger, reorganization, financing, acquisition, change of control, or sale of all or substantially all of its relevant business or assets.
Any attempted assignment in violation of this Section shall be void to the extent permitted by applicable law.
34. Relationship Of The Parties
TicketIt and Customer are independent contractors. Nothing in these Terms creates or shall be construed to create a partnership, joint venture, franchise, fiduciary relationship, employment relationship, or agency between the parties. Neither party has authority to bind or incur obligations on behalf of the other except as expressly authorized in writing.
35. Notices
TicketIt may provide notices to Customer through the Services, by electronic mail to the address associated with Customer’s Account, or through another reasonable electronic means.
Customer is responsible for maintaining accurate and current Account contact information.
Formal legal notices to TicketIt shall be delivered using the legal contact information or contact mechanism designated by TicketIt on its website or in the applicable Order Form.
36. Order Of Precedence
If Customer and TicketIt enter into an Order Form, Data Processing Agreement, enterprise agreement, or other written agreement expressly governing the Services, such documents shall be read together with these Terms.
In the event of an express conflict, and unless the applicable document states otherwise, the following order of precedence shall apply: first, a separately negotiated enterprise or master services agreement; second, the applicable Order Form; third, the Data Processing Agreement with respect solely to matters concerning its subject matter; fourth, these Terms; and fifth, the Documentation.
37. General Provisions
These Terms, together with any Order Form, DPA, Privacy Policy, enterprise agreement, or other document expressly incorporated by reference, constitute the entire agreement between TicketIt and Customer concerning the subject matter hereof and supersede all prior or contemporaneous representations, communications, proposals, and agreements concerning such subject matter.
No failure or delay by either party in exercising any right under these Terms shall operate as a waiver of that right.
If any provision of these Terms is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.
Except as expressly provided herein, these Terms do not confer any rights or remedies upon any person or entity other than the parties and their permitted successors and assigns.
Headings are provided solely for convenience and shall not affect the interpretation of these Terms.
Any provision that by its nature is intended to survive expiration or termination shall survive, including provisions concerning payment obligations, intellectual property, confidentiality, data rights, disclaimers, limitations of liability, indemnification, governing law, dispute resolution, and general contractual provisions.
38. Acceptance Of Terms
BY CREATING AN ACCOUNT, STARTING A TRIAL, PURCHASING OR RENEWING A SUBSCRIPTION, ACCEPTING AN ORDER FORM, CLICKING AN ELECTRONIC ACCEPTANCE MECHANISM, OR OTHERWISE ACCESSING OR USING THE SERVICES, CUSTOMER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD THESE TERMS AND AGREES TO BE LEGALLY BOUND BY THEM.
THE INDIVIDUAL ACCEPTING THESE TERMS ON BEHALF OF CUSTOMER REPRESENTS AND WARRANTS THAT SUCH INDIVIDUAL HAS AUTHORITY TO ENTER INTO THESE TERMS ON CUSTOMER’S BEHALF. IF SUCH INDIVIDUAL DOES NOT HAVE THAT AUTHORITY, OR IF CUSTOMER DOES NOT AGREE TO THESE TERMS, CUSTOMER MUST NOT ACCESS OR USE THE SERVICES.