Welcome to utoronto.audienceview.net, a service of AudienceView Ticketing Corporation. utoronto.audienceview.net provides people with tools to plan, build, promote, sell and track tickets to any event. And we make it easy for everyone to discover events, and to market and share the events they are attending with the people they know. The following pages contain our Terms of Service, which govern all use of our Services.
1. ACCEPTANCE OF TERMS.
The following terms and conditions (this "TOS") govern all use by you as an Event Owner (as defined below) of (a) the utoronto.audienceview.net 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 AudienceView Ticketing Corporation doing business as utoronto.audienceview.net for your events, and (c) all Software (as defined below) (collectively with (a) and (b), the "Services"). The Services are owned and operated by utoronto.audienceview.net or its licensors. 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 established from time to time by utoronto.audienceview.net in respect of the Services. 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 ESTABLISHED FROM TIME TO TIME BY utoronto.audienceview.net IN RESPECT OF THE SERVICES. IF YOU DO NOT AGREE TO ANY OF SUCH TERMS, CONDITIONS, RULES, POLICIES OR PROCEDURES, YOU MAY NOT USE OR ACCESS THE SERVICES. THIS TOS MAY ONLY BE MODIFIED (I) ON AN EVENT BY EVENT BASIS THROUGH A WRITTEN TICKETING SERVICES AGREEMENT OR WRITTEN ADDENDUM AGREEMENT TO THIS TOS, SIGNED BY YOU AND AN AUTHORIZED OFFICER OF utoronto.audienceview.net, OR (II) BY utoronto.audienceview.net AS PROVIDED IN SECTION 1.2 BELOW.
utoronto.audienceview.net reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this TOS at any time. It is your responsibility to check this TOS periodically for changes. Your continued use of the Services following the posting 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.
2. DESCRIPTION OF UTORONTO.AUDIENCEVIEW.NET
utoronto.audienceview.net provides tools for event organizers and planners ("Event Owners" or "you") to collect payments with respect to the sale of tickets/registrations, merchandise and services for, and the solicitation of donations with respect to, events registered on the Site (“Events”), including Service Fees (as defined below)("Event Registration Fees"), from users who want to purchase or otherwise transact for tickets for such Events ("Ticket Buyers"). Payments are all transacted through the PayPal or other Event Owner chosen payment processing gateway that utoronto.audienceview.net supports (the "Gateway"). This TOS applies to you and your use of the Services as an Event Owner. For the Terms of Service Agreement that applies to you and your use of the Services as a Ticket Buyer and/or other non-Event Owner user or visitor, please see Terms and Conditions for Ticket Buyers.
3. YOUR USE OF THE SERVICES.
3.1 The Services.
Subject to your compliance with the terms hereof, and applicable laws, rules and regulations, utoronto.audienceview.net hereby grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for the purposes of creating an event page with respect to, and promoting, managing, tracking, and collecting Event Registration Fees for, an Event that you have registered on the Site. 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 Event Registration Fees through the Site as an Event 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.
If you are allowed to download or use any Software in connection with the Services, utoronto.audienceview.net 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 utoronto.audienceview.net 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 the Services or otherwise provided by utoronto.audienceview.net or its licensors, including without limitation utoronto.audienceview.net’ s 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 applicable export controls. No Software may be downloaded or otherwise exported or re-exported in violation of such export laws. Downloading or using the Software is at your sole risk, and utoronto.audienceview.net makes no representations or warranties that your use of the Services is legal or permissible in your jurisdiction of residence. You shall also be responsible for using the Software in a manner that complies with all federal, state and local laws ansd 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.
You understand and agree that the Services may, at times, be inaccessible or inoperable for any reason, including, but not limited to: (i) equipment or communications malfunctions; (ii) periodic maintenance, repairs, or administrative reviews which we may undertake from time-to-time; or (iii) causes beyond our control or which are not reasonably foreseeable by us, such as acts of government or the malicious or criminal acts of third parties. The Services are offered as-is, and as-available. We have no control over your ability to access the Services at any particular time and we are not responsible for any limitation of services due to technical difficulties beyond our control, including any interruption of service in providing the Services.
3.4 Representations and Warranties.
You represent and warrant the following (i) you are a producer, promoter, presenter, organizer or manager of the Event; (ii) you have the authority and right to offer, sell and honor the tickets to the Event sold through the Services; (iii) the Event itself and any material or content provided by you to us for use on the Services is/are not (and does not contain, promote, or link to material or content that is) pornographic, defamatory, grossly offensive, harassing, malicious, illegal, or otherwise objectionable as determined by utoronto.audienceview.net in its sole discretion, and do not infringe or violate (or contain, promote or link to material or content that infringes or violates) the rights of any person or entity, including, but not limited to, copyright, trademark, trade secret, proprietary, intellectual property, and rights of privacy and/or publicity, whether by statute or common law; and (iv) the Event and the sale of tickets to the Event does not constitute a violation of any federal, state, and/or local law.
4. PAYMENT METHODS.
The single payment processing option for Event Owners when using the Services is Paypal, which requires the use of the Gateway for the collection of Event Registration Fees. When using the Services, monetary payments will be made to the Event Owner by utoronto.audienceview.net via cheque, Paypal or wire transfer, as described below.
4.2 Credit Card Processing.
Gateway; Payment Process.
When a prospective Ticket Buyer purchases a ticket or other materials in respect of an Event, Paypal (on utoronto.audienceview.net’s behalf) acts as the payment processor for such transactions. utoronto.audienceview.net will collect all Event Registration Fees on behalf of the Event Owner from Ticket Buyers and deduct all applicable 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 which charges are described in greater detail at (which you should review periodically, as the fee schedule changes from time to time), and all additional fees and charges of any kind payable by you to utoronto.audienceview.net in connection with the provision of the Services (collectively, "Service Fees") from the Event Registration Fees collected by utoronto.audienceview.net, and then pass the remainder along to the Event Owner within five (5) business days of the applicable Event end date. Such funds will be paid either by mailing a check or through an electronic funds transfer, depending on the option the Event Owner has chosen through using the Site, to the address or account, respectively, that the Event Owner designates on the Site), provided that utoronto.audienceview.net reserves the right to withhold funds (i) at any time as utoronto.audienceview.net 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. utoronto.audienceview.net, in its sole discretion, may determine to advance a portion of Event Registration Fees to Event Owner prior to the period set forth above, on such terms and conditions as utoronto.audienceview.net may establish from time to time. Event Owner agrees that all Event Registration Fees for a given Event are earned by Event Owner only following conclusion of the applicable Event and all Event 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 Event or otherwise. No payments shall be made to an Event Owner from utoronto.audienceview.net with respect to any Event that is cancelled. If payments have already been made by utoronto.audienceview.net to an Event Owner for a cancelled Event, such Event Owner will immediately refund to utoronto.audienceview.net all such payments upon cancellation of such Event. All sales, fees, charges, and funds are payable in Canadian dollars.
EVENT OWNER AGREES THAT ANY PAYMENT BY utoronto.audienceview.net OF EVENT REGISTRATION FEES PRIOR TO THE FIFTH (5TH) BUSINESS DAY AFTER THE END DATE OF THE APPLICABLE EVENT ARE MERELY ADVANCES OF AMOUNTS THAT MAY BECOME DUE TO EVENT OWNER UNDER THIS TOS AND THAT utoronto.audienceview.net MAY DEMAND SUCH ADVANCES BACK (FROM TIME TO TIME IN ITS SOLE DISCRETION), AND EVENT OWNER SHALL THEREUPON PROMPTLY (AND IN ANY CASE WITHIN FIVE (5) BUSINESS DAYS AFTER SUCH DEMAND) PAY BACK TO utoronto.audienceview.net SUCH ADVANCE OR ANY PORTION THEREOF DEMANDED BY utoronto.audienceview.net.
- It is the responsibility of the Event Owner to communicate its refund policy to Ticket Buyers and to work with Brand Partner to facilitate the issuance of refunds to Ticket Buyers via the Site. An Event Owner shall ensure that its refund policy is in compliance with the terms of this TOS and the payment and refund mechanics of the Site. The Site permits an Event Owner to permit the issuance of refunds to Ticket Buyers, provided the refund is issued to the Ticket Buyer before the earliest to occur of (i) ninety-six (96) hours after the end date of an Event and (ii) 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 utoronto.audienceview.net in its sole discretion. Subject to the foregoing, refunds to be issued to a Ticket Buyer will be processed within thirty (30) days after Event Owner instructs the issuance of the refunds via the Site. All communications or disputes regarding refunds are between the Event Owner and Ticket Buyer, and utoronto.audienceview.net will not be responsible or liable for, and Event Owner hereby agrees to fully indemnify utoronto.audienceview.net, its licensors and its and their affiliates for, refunds, errors in issuing refunds, or lack of refunds.
- Notwithstanding the foregoing, you acknowledge and agree that utoronto.audienceview.net 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 utoronto.audienceview.net receives complaints from a substantial number (as determined by utoronto.audienceview.net in its sole discretion) of Ticket Buyers with respect to the applicable Event or another Event held by Event Owner, or utoronto.audienceview.net determines in its sole discretion that Event Owner has engaged in any fraudulent activity or made any misrepresentations or otherwise violated this TOS. Further, if one or more Buyer(s) request a refund, whether due to a cancelled Event or for any other reason where utoronto.audienceview.net would reasonably expect to lose a chargeback, utoronto.audienceview.net may, in its sole discretion, issue such refund to such Buyer(s), and Event Owner shall then owe the amount of such refund to utoronto.audienceview.net.
Credit Card Chargebacks.
Any credit card chargebacks initiated by a Ticket Buyer for any reason with respect to an Event shall be charged back to the Event Owner of such Event. All communications and disputes regarding chargebacks are between the Event Owner and Ticket Buyer (with the involvement of utoronto.audienceview.net as appropriate). utoronto.audienceview.net will not be responsible or liable in any way for, and Event Owner hereby agrees to fully indemnify utoronto.audienceview.net, its licensors, and its and their affiliates for, chargebacks issued in the course of the use of Credit Card Processing that occur after final settlement with respect to an Event.
4.3 Non-Exclusive Remedies.
In the event that Event Owner fails to pay to utoronto.audienceview.net 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 event any amounts are owed by Event Owner to utoronto.audienceview.net under this TOS or otherwise, utoronto.audienceview.net may, without limiting its other rights and remedies, (i) deduct such amounts from Event Owner's outstanding balance, whether for that particular Event or for any other Event that Event Owner lists through the Services; and/or (ii) send an invoice to Event Owner for such amounts to the extent Event Owner's outstanding balance is insufficient to cover these costs, in which case Event Owner shall pay utoronto.audienceview.net such invoiced amounts within thirty (30) days after the date of the invoice. If payment for any amounts due to utoronto.audienceview.net hereunder are not made by Event Owner when due, utoronto.audienceview.net reserves the right, in its sole discretion and without limiting its other rights and remedies, to terminate Event Owner's registration for the Services (including any and all accounts that Event Owner may have) and to cancel all other Events listed by Event Owner.
Upon receipt of a credit card authorization from each individual ticket purchase, utoronto.audienceview.net 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 utoronto.audienceview.net through the Services, and it is your responsibility to verify the Ticket Buyer's membership status, confirmation number and/or any Event restrictions prior to the subject Event.
You are solely responsible for (and will indemnify utoronto.audienceview.net, its licensors and its and their affiliates against) collecting and remitting any and all taxes associated with your activities on or in respect of the Services. In addition, if you surpass certain volume thresholds in a given calendar year, utoronto.audienceview.net may be required to report those transactions to the appropriate taxation authorities, along with your name, address, Tax Identification Number and any other applicable information. utoronto.audienceview.net will contact you during the year for this information if you meet these thresholds. utoronto.audienceview.net reserves the right to withhold the payment of any amounts owed to you hereunder if (i) utoronto.audienceview.net 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 (ii) utoronto.audienceview.net is required to do so by applicable laws or regulations (foreign or domestic). Such withholding may be temporary or permanent (as determined by utoronto.audienceview.net).
5. YOUR REGISTRATION OBLIGATIONS.
To access certain functionality of the Services, you must be a registered user of the Services. To be a registered user of the Services as an Event 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 utoronto.audienceview.net has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, utoronto.audienceview.net 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). 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 utoronto.audienceview.net 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. utoronto.audienceview.net cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Section or from any unauthorized access to or use of your account. In the event of any dispute between two or more parties as to account ownership, you agree that utoronto.audienceview.net shall be the sole arbiter of such dispute in its sole discretion and that utoronto.audienceview.net's decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.
7.1 Site Content.
You agree that all material, including without limitation information, data, software, text, design elements, graphics, images and other content (collectively, "Content"), contained in or delivered via the Services or otherwise made available by utoronto.audienceview.net 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. utoronto.audienceview.net may own the Site Content or portions of the Site Content may be made available to utoronto.audienceview.net through arrangements with third parties. Except as expressly authorized by utoronto.audienceview.net in writing, 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 purpose is strictly prohibited without the express prior written permission of utoronto.audienceview.net. 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 utoronto.audienceview.net and its licensors 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 is not otherwise unlawful and (ii) complies with all applicable laws and regulations (foreign and domestic). In addition, Your Content must be accurate and truthful. utoronto.audienceview.net reserves the right to remove any of Your Content from the Site at any time if utoronto.audienceview.net believes in its sole discretion that it does not comply with this TOS. In addition, you agree that utoronto.audienceview.net 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 utoronto.audienceview.net both on the Site and in marketing and promotional materials. Notwithstanding the foregoing, Your Content shall not include any non-identifiable aggregate data compiled or collected by utoronto.audienceview.net in connection with your, or any third party’s use of the Services (including, without limitation, information received from Google Analytics) (“Data”), which, as between you and utoronto.audienceview.net shall be owned exclusive by utoronto.audienceview.net. To the extent that the Data is, or cannot pursuant to applicable law be owned, by utoronto.audienceview.net, you hereby grant to utoronto.audienceview.net an exclusive, perpetual, irrevocable, worldwide, royalty-free, sublicensable right and license to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise exploit Data.
If you believe in good faith that any Content made available in connection with the Services infringes your copyright, you (or your agent) may send us a notice requesting that the Content be removed, or access to it blocked. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details) or other applicable law. Notices and counter notices with respect to the Services should be sent to:
425 Adelaide Street W., 10th Floor
Attn: Director of Customer Support
Telephone: (416) 687-2000
Fax: (416) 687-2020
By Email: firstname.lastname@example.org
8.1 Certain Restictions.
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 Ticket 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;
- impersonate any person or entity, including, but not limited to, a utoronto.audienceview.net representative or forum leader, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
- upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights of any person or entity;
- upload, post, email, transmit or otherwise make available any Content related to the sale or provision of goods and services other than the sale or provision of tickets and registrations to Events listed on the Site and other goods and services being sold or provided in conjunction with such Events;
- upload, post, email, transmit or otherwise make available any Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to otherwise interact with the Services in a manner not permitted by this TOS or expressly authorized by utoronto.audienceview.net);
- interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
- intentionally or unintentionally violate any applicable law or regulation (foreign or domestic), including without limitation (i) regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange (e.g., the New York Stock Exchange, the American Stock Exchange or the NASDAQ) and (ii) laws and regulations (foreign or domestic) regarding the sale or resale of tickets (including without limitation with respect to licensure requirements, maximums or limits on ticket prices, etc.); or
- stalk or otherwise harass any person or entity.
8.2 Certain Remedial Rights.
You acknowledge that utoronto.audienceview.net does not pre-screen any Content provided or made available by you or any third party in connection with the Services, but that utoronto.audienceview.net, its licensors and its and their designees 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) 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 utoronto.audienceview.net and its licensors 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 utoronto.audienceview.net or its licensors, 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 across national borders; and/or (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
utoronto.audienceview.net may provide you with the right to use a sub-domain within the Site (e.g., [sub-domain prefix].utoronto.audienceview.net.com). All such sub-domains are the sole property of utoronto.audienceview.net. In the Event utoronto.audienceview.net provides you with a sub-domain, your right to use such sub-domain may be terminated by utoronto.audienceview.net at any time (with or without notice) for any reason or no reason.
10. SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. By way of illustration and not limitation, you agree to comply with all applicable laws and regulations (foreign and domestic) regarding the transmission of technical data exported from or to or the country in which you reside or other countries.
In addition, the Services may be subject to applicable export controls. No part of the Services may be exported or re-exported into, or to a national or resident of, any country to which the U.S. or your country of jurisdiction has embargoed goods and/or services of the same type as the Services. By using the Services or any part thereof (including by downloading any Software), you represent and warrant that you are not located in, and you are not a national or resident of, any such country. Further, no part of the Services (including any Software) may be exported or re-exported to any person or entity appearing on the Office of Foreign Assets Control's Specially Designated Nationals and Blocked Persons List or the Bureau of Industry and Security's Denied Persons List. By using the Services or any part thereof (including by downloading any Software), you represent and warrant that you are not a person or entity or under the control of or affiliated with a person or entity that appears on any such list.
You agree to defend, indemnify and hold utoronto.audienceview.net, its licensors, and their 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 any third party; your Event(s); and/or your violation of this TOS. utoronto.audienceview.net shall provide notice to you of any such Claim, provided that the failure or delay by utoronto.audienceview.net in providing such notice shall not limit your obligations hereunder. utoronto.audienceview.net 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 utoronto.audienceview.net’s defense of such matter.
12. SERVICE MODIFICATIONS/SUSPENSIONS.
utoronto.audienceview.net and its licensors reserve 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. utoronto.audienceview.net will not be responsible to you for a refund, in whole or part, of Service Fees for any reason, except for Service Fees (excluding the portion of Service Fees paid over to third party service providers used by utoronto.audienceview.net in connection with providing the Services) related to refunds issued to Ticket Buyers. You agree that utoronto.audienceview.net and its licensors shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
Without limiting in any way any other rights or remedies that utoronto.audienceview.net may have, utoronto.audienceview.net and its licensors, in any of their 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 utoronto.audienceview.net, or if utoronto.audienceview.net 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 utoronto.audienceview.net and its licensors 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 utoronto.audienceview.net and its licensors 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).
The Services may provide, or third parties may provide, links or APIs to other Internet websites or resources. Because utoronto.audienceview.net has no control over such websites and resources, you acknowledge and agree that utoronto.audienceview.net 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 utoronto.audienceview.net 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.
15. DISCLAIMER OF WARRANTIES.
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. utoronto.audienceview.net (INCLUDING ITS LICENSORS) 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. utoronto.audienceview.net AND ITS LICENSORS MAKE 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. utoronto.audienceview.net AND ITS LICENSORS ARE NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, ACTIONS OR INACTIONS OF ANY USER, TICKET BUYER OR OTHER NON-EVENT OWNER, EVENT OWNER OR THIRD PARTY BEFORE, DURING AND/OR AFTER AN EVENT; AND utoronto.audienceview.net AND ITS LICENSORS WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (I) THROUGH (V) ABOVE. YOU ACKNOWLEDGE THAT utoronto.audienceview.net AND ITS LICENSORS HAVE NO CONTROL OVER AND DO NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS ADVERTISED, THE TRUTH OR ACCURACY OF ANY USERS' (INCLUDING TICKET BUYERS', OTHER NON-EVENT OWNERS' AND EVENT OWNERS') CONTENT OR LISTINGS, OR THE ABILITY OF ANY USER (INCLUDING TICKET BUYERS AND EVENT OWNERS) TO PERFORM, OR ACTUALLY COMPLETE A TRANSACTION. IN ADDITION, utoronto.audienceview.net AND ITS LICENSORS ARE NOT AFFILIATED WITH, AND HAVE NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICES, AND utoronto.audienceview.net AND ITS LICENSORS HAVE NO RESPONSIBILITY FOR, AND HEREBY DISCLAIM 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, Ticket Buyers, other non-Event Owners, Event Owners and/or third parties in connection with the Site or any Services to utoronto.audienceview.net. utoronto.audienceview.net, in its sole discretion, may investigate the claim and take necessary action.
16. LIMITATION OF LIABILITY.
utoronto.audienceview.net AND ITS LICENSORS 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 utoronto.audienceview.net HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (III) AMOUNTS IN EXCESS OF US$1,000.00 IN THE AGGREGATE FOR ALL CLAIMS FROM A GIVEN EVENT OWNER WITH RESPECT TO THE SERVICES, OR (IV) ANY MATTERS BEYOND utoronto.audienceview.net'S REASONABLE CONTROL. utoronto.audienceview.net AND ITS LICENSORS 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.
IN CONSIDERATION OF BEING PERMITTED TO ACCESS AND USE THE SERVICES, YOU HEREBY AGREE TO RELEASE utoronto.audienceview.net, ITS LICENSORS AND THEIR 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 EVENT OWNERS, TICKET BUYERS, AND OTHER NON-EVENT OWNERS) IN CONNECTION WITH THE SERVICES, YOUR ACCESS AND USE OF THE SERVICES, OR YOUR EVENT.
Notices to you may be made via either email or regular mail to the address in utoronto.audienceview.net'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 in writing to our mailing address at AudienceView Ticketing Corporation d/b/a utoronto.audienceview.net, 425 Adelaide Street W., 10th Floor, Toronto, Ontario, M5V 3C1, Attn: Corporate Secretary and Legal Counsel.
20. TRADEMARK INFORMATION.
The trademarks, service marks, and logos of utoronto.audienceview.net or its licensors (the "utoronto.audienceview.net Trademarks") used and displayed in connection with the Services are registered and unregistered trademarks or service marks of utoronto.audienceview.net or its licensors. 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 utoronto.audienceview.net 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 utoronto.audienceview.net specific for each such use. The Trademarks may not be used to disparage utoronto.audienceview.net, any third party or utoronto.audienceview.net's or third party's products or services, or in any manner (in utoronto.audienceview.net'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 utoronto.audienceview.net approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any utoronto.audienceview.net Trademark shall inure to utoronto.audienceview.net's benefit.
utoronto.audienceview.net will provide technical and other customer support to you should you have any questions or difficulties which may arise in connection with your use of our Services. You can access support at . We attempt to answer your questions in a timely manner, but make no guarantees that we will respond to your inquiry by a particular time or solve your issue in your desired manner.
22.1 Entire Agreement.
This TOS constitutes the entire agreement between you and utoronto.audienceview.net and governs your use of the Services as an Event Owner, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and utoronto.audienceview.net on the subject matter hereof, other than any written Ticketing Services Agreement or Addendum Agreement between you and utoronto.audienceview.net relating to a specified Event or Events. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party Content or third party software or the Services in a manner other than as governed by this TOS.
22.2 Choice of Law.
This TOS and the provision of the Services to you are governed by the laws of the province of Ontario, Canada, as such laws are applied to agreements entered into and to be performed entirely within Ontario, Canada by Canadian residents.
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 Arbitration Act (Ontario). 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 Toronto, Ontario and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Subject to the foregoing arbitration provision, you and utoronto.audienceview.net agree to submit to the personal jurisdiction of the courts located within the city of Toronto, Ontario. Either you or utoronto.audienceview.net may seek any interim or preliminary relief from a court of competent jurisdiction in Toronto, Ontario, necessary to protect the rights or property of you or utoronto.audienceview.net (or its agents, suppliers, and subcontractors) pending the completion of arbitration. IF YOU DO NOT WISH TO BE BOUND BY THIS ARBITRATION PROVISION, YOU MUST NOTIFY utoronto.audienceview.net IN WRITING WITHIN THIRTY (30) DAYS OF THE DATE THAT YOU SET UP AN ACCOUNT, TO THE FOLLOWING ADDRESS: •, ATTENTION: LEGAL DEPARTMENT. YOUR WRITTEN NOTIFICATION MUST INCLUDE YOUR NAME, MAILING ADDRESS AND EMAIL ADDRESS, AS WELL AS A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH utoronto.audienceview.net THROUGH ARBITRATION. YOUR DECISION TO OPT OUT OF THIS ARBITRATION PROVISION WILL HAVE NO ADVERSE EFFECT ON YOUR RELATIONSHIP WITH utoronto.audienceview.net, OR YOUR USE OF THE SERVICES.
22.4 Waiver; Invalid Provisions.
The failure or delay of utoronto.audienceview.net 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.
You may not assign your account or this Agreement, and such any assignment by you will be null and void; provided, however, that you may assign your account to the Services to a successor in interest in connection with the sale of your business as a going concern or in connection with the sale of all, or substantially all, of your assets. utoronto.audienceview.net has the right to assign this TOS at any time with or without notice to you.
22.6 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 one (1) year after such claim or cause of action arose or be forever barred.
The section titles in this TOS are for convenience only and have no legal or contractual effect.
Please report any violations of this TOS by email to email@example.com