Terminos y Condiciones

I. TERMS AND CONDITIONS

 

a. Term

This agreement (“Agreement”) becomes effective upon approval by VIVOTICKETS of your business entity as a CLIENT (“CLIENT”).

b. Amendments

VIVOTICKETS reserves the right to amend this Agreement at any time by notifying you as provided in this Agreement, provided that no notice shall be required for non-substantive changes to the Agreement. If we substantively amend this Agreement, we will give you at least seven (7) days notice before the changes take effect, during which period of time you may reject the changes by terminating your account. Your continued used of VIVOTICKETS after any such change constitutes your acceptance of the new Ticket Sales Agreement. If you do not agree to any of these terms or any future Terms of Use Agreement, do not use or access (or continue to access) our service.

c. Termination

This Agreement shall terminate at the end of any term if either party provides the other with written notice of termination no more than 30 days prior to the end of the term. Termination of the agreement shall have no effect on contractual obligations relating to previously scheduled events. Such events will be handled according to terms to this Agreement in effect at the time events are scheduled.

d. Normal Operating Hours

VIVOTICKETS Software will normally be accessible 24 hours/day.

CLIENT will be notified at least 12 hours in advance of any planned service interruptions during normal operating hours.

e. Maintenance of Online Schedule

CLIENT will maintain Online Schedule using VIVOTICKETS Software.

CLIENT is responsible for providing via the website all information required to describe events, including ticket prices.

f. Ticket Allotment

CLIENT is responsible for accurately maintaining the number of tickets available for sale online for all events (“Ticket Allotment”), and bears full responsibility for losses incurred due to over-selling.

g. Agency & Fees

VIVOTICKETS is authorized to collect and retain 5% of the tickets face value plus a U.S. $1.50 per ticket as the online service fee, charged to the customer, unless the CLIENT opts to use their own merchant account, in which case VIVOTICKETS is authorized to collect and retain $1.00 + 2.5% per ticket as the online service fee, charged to the customer.

For tickets purchased through an affiliate referral program VIVOTICKETS is authorized to collect an additional U.S. $.50 service fee above the online service fee, charged to the customer.

For tickets purchased by phone VIVOTICKETS is authorized to collect an additional U.S. $2.00 service fee above the online service fee, charged to the customer.

For tickets purchased from a retail outlet VIVOTICKETS is authorized to collect an additional U.S. $0.50 service fee above the online service fee, charged to the customer.

Service fees are non-refundable to the customer under any conditions, even if the customer receives a refund for the face value of the ticket.

For tickets that are shipped and delivered to the customers residence VIVOTICKETS is authorized to collect up to an additional U.S. $25.00 per transaction fee above the online service fee, charged to the customer.

h. Settlement

VIVOTICKETS will collect all proceeds from tickets sales, and remit the portion of such proceeds due to CLIENT less the amounts VIVOTICKETS is entitled to pursuant to this agreement. Unless the CLIENT opts to use their own merchant account, in which case VIVOTICKETS is authorized to deduct fees owed by automatically invoicing the CLIENT via ACH or credit card on a weekly basis.

Payment will be made by check by mail, or ACH transfer, or wire, payable only to CLIENT one week following the Wednesday after the event occurs. Unless the CLIENT opts to use their own merchant account, in which case the CLIENT’s agreement with the credit card processor will take precedence.All Cash transactions processed at authorized VIVOTICKETS outlets will be paid out the week following CLIENT’s Event Date.

VIVOTICKETS is authorized to initiate debit and or credit entries to CLIENT’s Checking Account or Savings Account indicated on the client sign up form at the depository financial institution named on the client sign up form, hereinafter called DEPOSITORY. CLIENT acknowledges that the origination of ACH transactions to CLIENT’s account must comply with the provisions of U.S. law. This authorization is to remain in full force and effect until VIVOTICKETS has received written notification from CLIENT of its termination in such time and such manner as to afford VIVOTICKETS and DEPOSITORY a reasonable opportunity to act on it.

i. refunds

CLIENT agrees to grant refunds to all customers who request them for a period of 180 days after the event’s scheduled occurance for events that are rescheduled, or if admittance is denied due to overselling of tickets, or if the event’s talent does not perform.

In the event of a cancellation, CLIENT agrees to promptly notify VIVOTICKETS to prevent further sales for the canceled event. Once notified of cancellation, VIVOTICKETS will automatically issue refunds to all customers who purchased tickets through VIVOTICKETS.

If an event receives customer service requests including but not limited to early closure, talent not performing, location change, overcrowding, unusually long lines, or services not rendered, VIVOTICKETS reserves the right to withhold up to 100% of ticket revenues for any event for a period up to 180 days after the event occurs, to allow all returns and disputed charges to clear processing. VIVOTICKETS will release funds which VIVOTICKETS does not consider to be at risk of return or dispute. If the CLIENT opts to use their own merchant account, CLIENT agrees to authorize VIVOTICKETS to initiate debit entries to CLIENT’s DEPOSITORY for refund requests including but not limited to the customer service requests stated above.

Any refunds after the the event settlement will be charged to the CLIENT. VIVOTICKETS is authorized to deduct these costs from the CLIENT’s outstanding balance, or automatically invoice the CLIENT via ACH or credit card for the costs if no balance exists. If the CLIENT opts to use their own merchant account, CLIENT agrees to authorize VIVOTICKETS to initiate debit entries to CLIENT’s DEPOSITORY for refunds after the event settlement.

Any credit card charge backs initiated by the purchasing customer including the processors charge back fees will be charged to the CLIENT. VIVOTICKETS is authorized to deduct these costs from the CLIENT’s outstanding balance, or automatically invoice the CLIENT via ACH or credit card for the costs if no balance exists. Unless the CLIENT opts to use their own merchant account, in which case the CLIENT’s agreement with the credit card processor will take precedence.

j. print, broadcast & online advertising

In print and online advertising created by CLIENT to promote events covered under this Agreement, VIVOTICKETS’ Internet addresses (“http://www.vivotickets.com”), should appear, if applicable. Example: “PURCHASE TICKETS ONLINE AT VIVOTICKETS.COM”. VIVOTICKETS will also provide a logo that can be used on any flyers promoting the event. In all broadcast copy created by CLIENT to promote events covered under this Agreement, the following wording should be included: “Advance tickets available online at VIVOTICKETS”.

k. taxes

CLIENT must add all applicable city, county, municipality, district, state or federal taxes which apply to the admission, ticket, or right to occupy a seat at any performance covered under this agreement to the face value of its tickets, and assumes all responsibility for payment of such tax to the appropriate governmental authority.

l. Representations and warranties

This agreement has been duly authorized, executed and delivered by CLIENT and constitutes the valid, legal and binding agreement of CLIENT, enforceable in accordance with its terms.

The entering into and performance of this agreement will not result in any breach of, or constitute a default under, and other agreement to which CLIENT is a party, including, without limitations thereby, any agreement for the sale or other disposition of tickets for the performance.

There is no existing exclusive agreement of understanding between CLIENT, and/or the facility or the facility’s owner or operators and any third party respecting the sale of tickets for any performance held at the facility which would invalidate this agreement.

CLIENT is an agent of each facility at which any of its performances are held and is duly authorized in such capacity to execute and deliver this agreement for ticketing services.

CLIENT warrants that the number of tickets put on sale does not exceed legal, fire, or other restrictions of the facility or of governmental agencies or laws.

m. order fulfillment

In the event that a customer claims an order was lost in the mail, VIVOTICKETS will make a good faith effort to determine the validity of such a claim before it issues replacement tickets. Any replacement tickets issued by VIVOTICKETS must be picked up at will-call at the event.

In the event that replacement tickets are issued by VIVOTICKETS due to loss in the mail, CLIENT agrees that VIVOTICKETS will not be held responsible for the cost of replacement tickets.

n. protection of customer privacy

CLIENT agrees not to release or sell the profile (i.e. name, address, phone number, e-mail) of any customer obtained through VIVOTICKETS to any third party for any reason.

o. exclusivity

CLIENT agrees to exclusivity, meaning the CLIENT shall not advertise, sell, or distribute tickets for any events with any other person or company which shall in any way compete with the services contracted for in this agreement.

 

II. MISCELLANEOUS

 

a. Applicable Law

This agreement shall be governed by, and construed in accordance with, the laws of the State of California.

b. Venue

The Parties acknowledge and agree that the proper venue for any suit for enforcement of any rights, obligations, or remedies provided in this agreement, shall be a court of proper jurisdiction in the County of Los Angeles.

c. Binding Effect

The terms, conditions, provisions, and undertakings contained in this agreement shall be binding upon and inure to the benefit of each of the parties and their respective successors and assigns.

CLIENT shall not assign this agreement without the prior written approval of VIVOTICKETS.

d. Limitation of Liability

VIVOTICKETS assumes no financial liability for losses incurred due to service interruptions which are not the direct responsibility of VIVOTICKETS.

In the event of a breach of this agreement by VIVOTICKETS, the limitation of any claim of loss by CLIENT shall be no greater than the proven financial loss sustained by CLIENT by virtue of said breach.

In no event shall VIVOTICKETS be liable for incidental or consequential damages arising from this agreement.

e. Confidential

CLIENT and VIVOTICKETS agree that the terms of this agreement shall be maintained by the parties on a confidential basis and shall not be disclosed to any third party without VIVOTICKETS’ prior written consent.

f. Delivery

Any notice provided for under this Agreement by either party to the other shall be in writing and may be effected by personal delivery in writing or by first class, U.S. mail. Notice to either party shall be sufficient if made or addressed to the addresses shown on the front of this Agreement. Each party may change the address at which notice may be sent to that party by giving notice of such change to the other party in accordance with the provision of this paragraph.

g. Attorneys’ Fees and Cost

In the event of default, or nonpayment of fees earned by VIVOTICKETS, the Parties agree that VIVOTICKETS shall be entitled to all attorneys’ fees and costs incurred in collection or enforcement of its rights under this Agreement.

In the event that a lawsuit is filed to enforce any rights or obligations under this Agreement, the Parties agree that the “prevailing party” as defined by California Code of Civil Procedure, shall be entitled to reasonable attorneys’ fees and costs.

h. Assignment; Successors

Each party hereto agrees on behalf of himself and his executors and administrators, heirs, legatees, distributees, and successors and any other person or persons claiming any benefit through or under such party by virtue of this Agreement, that this Agreement and the rights, interests and benefits hereunder shall not be assigned, transferred, pledged, or hypothecated in any way by either party hereto or any executor, administrator, heir, legatee, distributee, successor or any other person claiming under or through any party hereto by virtue of this Agreement and shall not be subject to execution, attachment or similar process. Any attempt to assign, transfer, pledge, hypothecate or otherwise dispose of this Agreement or of such rights, interests and benefits contrary to the foregoing provisions, or the levy of any attachment or similar process thereupon shall be null and void and without effect and shall at the sole option of the other party terminate this Agreement.

i. Indemnity

CLIENT agrees to indemnify and hold harmless VIVOTICKETS from any claim or liability arising from this agreement, or the events solicited through VIVOTICKETS. In the event of any claim or asserted liability against VIVOTICKETS arising from the event, VIVOTICKETS agrees to provide the CLIENT with prompt written notice. Upon notice, the CLIENT agrees to defend and hold harmless VIVOTICKETS from any loss or liability. In the event the CLIENT fails to indemnify VIVOTICKETS for any claim of liability arising from the event, VIVOTICKETS has the right to defend or settle such claim on their own behalf and be fully reimbursed by the CLIENT for all costs and expenses of such defense or settlement.