Date of last Revision: July 18th, 2017.
Welcome to the snapd.com website (hereafter the “Site”), a part of SNAPD INC. and the family of companies owned and operated by SNAPD INC. (collectively, “SNAPD“, “snapd”, “our” or “we”). SNAPD enables people all over the world to plan, promote, provide and sell tickets to any event while making it easy for everyone to discover events, and to share the events they are attending with the people they know (the “Services”).
The following pages contain our Terms of Service for Users of our Site who wish to make use of the Services and who would like to sell or otherwise provide Event Tickets to an event they are Organizing (hereafter the “Provider” or “Organizer” or “you” or “your”) as registered on the Site, from users who want to attend such events (the ” Buyers“). Organizers may visit the Site, fill out a questionnaire about their event, including pricing, location, inventory, etc., and promote the sale or distribution of Event Tickets. Payments are all transacted through PayPal, Stripe or other third party payment service methods (collectively, “Third Party Payment Systems” or “TPPS“) or through the SNAPD payment processing gateway (the ” Gateway“), which govern all use of our Services in respect of Event Ticket Sales, Refunds and Promotion, and which forms part of our User Agreement.
1. ACCEPTANCE OF TERMS.
The following terms and conditions (this “TOS“) govern all use by you as an Organizer (as defined below) of:
The Site and Services are owned and operated by SNAPD. The Site and Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein, our User Agreement and all other operating rules, policies and procedures that may be published from time to time on the Site by SNAPD.
BY USING OR ACCESSING ANY PART OF THE SITE OR SERVICES, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN, OUR USER AGREEMENT AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES THAT MAY BE PUBLISHED FROM TIME TO TIME ON THE SITE BY SNAPD. IF YOU DO NOT AGREE TO ANY OF SUCH TERMS, CONDITIONS, RULES, POLICIES OR PROCEDURES, DO NOT USE OR ACCESS THE SERVICES.
SNAPD 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 Site and Services.
2. ORGANIZER USE OF SERVICES.
2.1 The Services.
SNAPD 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 with respect to, and promoting, distributing, managing, tracking, and collecting Event Registration Fees for, an event that you have registered on the Site, in each case (i) in compliance with this TOS, (ii) Our User Agreement, and (iii) to the extent permitted under all applicable laws and regulations (foreign and domestic). Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: (i) modify, reproduce or otherwise create derivatives of any part of the Services or Site Content (as defined below); (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (iii) rent, lease, resell, distribute or use the Services for timesharing, service bureau, or commercial purposes (except for the limited commercial purpose of collecting Event Registration Fees through the Site as an Organizer 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 Site or Services.
The Software and the transmission of applicable data is subject to Canadian and United States export controls. No Software may be downloaded or otherwise exported or re-exported in violation of Canadian or U.S. export laws. Downloading or using the Software is at your sole risk. You shall also be responsible for using the Software in a manner that complies with all federal, provincial, state and local laws and the rules and regulations of all credit card companies.
3. PAYMENT, REFUND AND CHARGEBACKS
3.1 Gateway; Payment Process.
The SNAPD Gateway for the collection of Event Registration and/or Ticket Fees, payment processing occurs directly through snapd.com. SNAPD will collect all Event Registration and Ticket Fees and associated Convenience fees on behalf of the Organizer from Buyers or at the Organizer’s request from the Organizer directly depending on the option the Organizer has chosen through using the Site, and deduct all applicable Convenience fees from the Event Registration Fees and Ticket Fees collected by SNAPD, and then pass the remainder along to the Organizer within five (5) business days after the event end date for the event to which the Event Registration Fees correspond (either by mailing a check or through an electronic funds transfer, depending on the option the Organizer has chosen through using the Site, to the address or account, respectively, that the Organizer accurately designates on the Site), provided that SNAPD reserves the right to withhold funds (i) at any time as SNAPD 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. SNAPD, in its sole discretion, may determine to advance a portion of Event Registration Fees to Organizer prior to the period set forth above, on such terms and conditions as SNAPD may establish from time to time. Organizer agrees that all Event Registration Fees for a given event are earned by Organizer only following conclusion of the applicable event and all Event Registration Fees ultimately due will be net of all Convenience 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 Organizer from SNAPD with respect to any event that is cancelled. If payments have already been made by SNAPD to an Organizer for a cancelled event, such Organizer will immediately refund to SNAPD all such payments upon cancellation of such event. All sales, fees, charges, and funds are payable in Canadian Dollars, or other foreign currencies accepted by SNAPD. If Organizer elects to list Event Registration Fees in a foreign currency accepted by SNAPD, SNAPD will collect and disperse the funds in the foreign currency selected by Organizer.
ORGANIZER AGREES THAT ANY PAYMENT BY SNAPD 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 ORGANIZER UNDER THIS TOS AND THAT SNAPD MAY DEMAND SUCH ADVANCES BACK (FROM TIME TO TIME IN ITS SOLE DISCRETION), AND ORGANIZER SHALL THEREUPON PROMPTLY (AND IN ANY CASE WITHIN FIVE (5) BUSINESS DAYS AFTER SUCH DEMAND) PAY BACK TO SNAPD SUCH ADVANCE OR ANY PORTION THEREOF DEMANDED BY SNAPD.
It is the responsibility of the Organizer to communicate its refund policy to Buyers and to issue refunds to Buyers via the Site. An Organizer shall ensure that its refund policy is consistent with the terms of this TOS and the payment and refund mechanics of the Site. The Site permits an Organizer to issue refunds to Buyers, provided the refund is issued by Organizer before ninety-six (96) hours after the end date of an event and within six (6) months after the transaction date for the underlying ticket purchase. Refunds issued following such period will not be processed through the Site, unless otherwise agreed to by SNAPD in its sole discretion. Subject to the foregoing, refunds issued by an Organizer will be processed within thirty (30) days after Organizer instructs the issuance of the refunds via the Site. All communications or disputes regarding refunds are between the Organizer and Buyer, and SNAPD will not be responsible or liable for, and Organizer hereby agrees to fully indemnify SNAPD and its affiliates for, refunds, errors in issuing refunds, or lack of refunds in connection with the use of the site. (ii) Notwithstanding the foregoing, you acknowledge and agree that SNAPD 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 SNAPD receives complaints from a substantial number (as determined by SNAPD in its sole discretion) of Buyers with respect to the applicable event or another event held by Organizer, or SNAPD determines in its sole discretion that Organizer has engaged in any fraudulent activity or made any misrepresentations. Further, if one or more Buyer(s) request a refund, whether due to a cancelled event or for any other reason where SNAPD would reasonably expect to lose a chargeback, SNAPD may, in its sole discretion, issue such refund to such Buyer(s), and Organizer shall then owe the amount of such refund to SNAPD.
3.3 Credit Card Chargebacks.
Any credit card chargebacks initiated by a Buyer for any reason with respect to an event shall be charged back to the Organizer of such event. All communications and disputes regarding chargebacks are between the Organizer and Buyer, and SNAPD will not be responsible or liable in any way for, and Organizer hereby agrees to fully indemnify and defend SNAPD and its affiliates for, chargebacks issued in the course of the use of the site.
4 Non-Exclusive Remedies.
In the event that Organizer fails to pay to SNAPD any amount owed pursuant to this TOS or other valid agreement between SNAPD and Organizer 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 Organizer to SNAPD under this TOS or otherwise, SNAPD may, without limiting its other rights and remedies, (i) deduct such amounts from Organizer’s outstanding balance, whether for that particular event or for any other event that Organizer lists through the Site or Services; and/or (ii) send an invoice to Organizer for such amounts to the extent Organizer’s outstanding balance is insufficient to cover these costs, in which case Organizer shall pay SNAPD such invoiced amounts within thirty (30) days after the date of the invoice. If payment for any amounts due to SNAPD hereunder are not made by Organizer when due, SNAPD reserves the right, in its sole discretion and without limiting its other rights and remedies, to terminate Organizer’s registration for the Site and Services (including any and all accounts that Organizer may have) and to cancel all other events listed by Organizer.
Upon receipt of a credit card authorization from each individual ticket purchase, SNAPD 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 SNAPD through the Site and Services, and it is your responsibility to verify the Buyer’s membership status, confirmation number and/or any event restrictions prior to the subject event.
4.3 Taxes; Withholding.
It is your responsibility to determine what, if any, taxes apply to the Event Tickets you offer for sale, payments you receive for the Event Tickets, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. SNAPD is not responsible for determining whether taxes apply to your Event, transaction, or for collecting, reporting or remitting any taxes arising from any transaction. Furthermore, you acknowledge and agree that you are solely responsible for determining which, if any, sales, use, amusement, value added, consumption, excise and other taxes, duties, levies and charges (collectively, “Taxes”) apply to your use of the Services and for collecting, remitting and reporting the correct amounts of all such Taxes to the applicable governmental authorities, even if SNAPD provides you with tools that assist you in doing so. SNAPD does not represent or warrant that any tax tools will meet all tax requirements that may be applicable to you or to your event or any event. SNAPD cannot give you legal or tax advice, so please be sure to check with your own tax advisor about any applicable Taxes. In the event that a governmental authority requires SNAPD to pay any Taxes attributable to your use of the Site or Services, you agree to indemnify and reimburse SNAPD for such Taxes and all costs and expenses related thereto.
All Service Fees charged by SNAPD do not include Taxes except to the extent that a Tax is expressly set forth in the applicable invoice or billing statement, and you agree to pay any Taxes that are imposed and payable on such Service Fees (other than those calculated based on SNAPD net income) to SNAPD.
In addition, due to new IRS regulations, you agree that if SNAPD processes transactions and issues you payouts (A) for more than $20,000 in gross sales and (B) for more than 200 order transactions, in each case during a given calendar year and in the aggregate across all of your accounts, SNAPD is required to report to the IRS the gross amount of transactions for which you have been paid in that calendar year and in each month of that calendar year, as well as, your name, your address, and your Tax Identification Number (“Your Tax Information”). Starting in 2013, as part of these new IRS regulations, SNAPD is required to either (I) collect Your Tax Information or (II) establish that you are a foreign person not subject to US taxes, before your accounts pass the 200 order transaction threshold in the aggregate. Once your accounts cross the 200 order transaction threshold, you agree that you will not receive any further payments from SNAPD until either (I) or (II) above are satisfied. To learn more about these new IRS regulations and why we are required to do this, see our IRS update here.
SNAPD reserves the right to withhold the payment of any amounts owed to you hereunder if SNAPD suspects or determines that such amounts have been generated in (A) a fraudulent manner, (B) violation of this TOS, or (C) violation of any applicable laws or regulations (foreign or domestic), or if SNAPD is required to do so by applicable laws or regulations (foreign or domestic). Such withholding may be temporary or permanent (as determined by SNAPD).
5. YOUR REGISTRATION OBLIGATIONS
To be a registered user of the Services as an Organizer you agree to: (A) Abide by the terms and conditions of our User Agreement, (B) provide true, accurate, current and complete information about yourself as prompted by the Site registration form (the “Registration Data”) and (C) 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 SNAPD has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, SNAPD 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).
SNAPD is concerned about the safety and privacy of all its users, particularly children. For this reason, and to be consistent with the User Agreement 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 an event as an Organizer.
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 SNAPD 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. SNAPD 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 SNAPD shall be the sole arbiter of such dispute in its sole discretion and that SNAPD’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 SNAPD in connection with the Services (collectively, “Site Content”) is collected and provided in accordance with the Terms and Conditions of the User Agreement and is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. SNAPD may own the Site Content or portions of the Site Content may be made available to SNAPD through arrangements with third parties. Except as expressly authorized by SNAPD in writing or in connection with your use of the intended functionality of the Services, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Site Content, or post any Site Content on any other web site or in a networked computer environment for any purpose. Reproducing, copying or distributing any Site Content for any other purpose is strictly prohibited without the express prior written permission of SNAPD. You shall use the Site Content only for purposes that are permitted by this TOS, the User Agreement 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 SNAPD in accordance with the User Agreement and this TOS a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right and license to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise exploit Your Content, in whole or in part, in any media now known or hereafter developed, for any purpose whatsoever. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content (i) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party, and (ii) complies with all applicable laws and regulations (foreign and domestic). In addition, Your Content must be accurate and truthful. SNAPD reserves the right to remove any of Your Content from the Site at any time if SNAPD believes in its sole discretion that it does not comply with this TOS or for any reason what-so-ever. In addition, you agree that SNAPD 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 SNAPD both on the Site and in marketing and promotional materials of SNAPD.
8.1 Certain Restrictions.
You understand that you are liable for all of Your Content, in whatever form, that you provide or otherwise make available to or through the Services, including to Buyers and other Users of the Site and Services. You agree that you have read, understood and will abide by the User Agreement and will not use the Site or 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, an SNAPD 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 The User Agreement;
• 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 SNAPD does not pre-screen any of Your Content provided or made available by you or any third party in connection with the Site or Services, but that SNAPD and its designees shall have the right (but not the obligation) in their sole discretion to:
(i) monitor, alter, edit, or remove any of Your Content, in whole or in part, and/or
(ii) rescind and terminate your right to use the Site or Services at any time (with or without notice) for any reason or no reason.
You acknowledge and agree that SNAPD 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 or the User Agreement;
(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 SNAPD, its users and/or the public.
You understand that the technical processing and transmission of the Services, including Your Content, may involve (i) transmissions over various networks; and/or (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
9. INTERNATIONAL USE
Recognizing the global nature of the Internet and in accordance with the User Agreement, 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 Canada, the United States or the country in which you reside.
In addition, the Services are subject to Canadian and United States 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. 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.
10. ADDITIONAL SERVICES
SNAPD may, upon request, and for such fees as SNAPD may establish from time to time in its sole discretion, provide additional services to you beyond the functionality of the Site, including without limitation leasing ticket scanning and other equipment, providing consultants and staffers to assist you on the date of your event, and providing dedicated account management services. All such additional services, whether provided prior to, during or following your event, shall be deemed a part of the Services and subject to all the terms and conditions of this TOS. Such additional services shall be set forth in a written Addendum Agreement to this TOS, SNAPD Equipment Lease Agreement, and/or other written agreement between you and an authorized officer of SNAPD, and shall set forth the Service Fees and the other terms and conditions relating to such additional services. As a condition to the lease of any equipment, you shall enter into a separate SNAPD Equipment Lease Agreement.
In accordance with the User Agreement and this TOS, you agree to defend, indemnify and hold SNAPD, and its affiliates, and each of its and their respective officers, directors, agents, co-branders, other partners, and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise), or investigation made by any third party (each a “Claim”) due to or arising out of: Your Content; your or any of your affiliates, or any of your or your affiliates officers, directors, agents or employees, use of, contribution to or connection with the Services or violation of any rights of another; your event(s); and/or your violation of this TOS or the User Agreement. SNAPD shall provide notice to you of any such Claim, provided that the failure or delay by SNAPD in providing such notice shall not limit your obligations hereunder. SNAPD 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 SNAPD’s defense of such matter.
12. SERVICE MODIFICATIONS/SUSPENSIONS
In accordance with the User Agreement, SNAPD reserves the right at any time to, and from time to time may, modify, suspend or discontinue, temporarily or permanently, the Services or the Site (or any part thereof) for any reason or no reason with or without notice. SNAPD will not be responsible to you for a refund, in whole or part, of Service Fees for any reason, except for Service Fees related to refunds issued to Buyers. You agree that SNAPD shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site or Services.
SNAPD, in its sole discretion, may terminate your password, accounts (or any part thereof) and/or your right to use the Site or Services, and remove and discard any and all of Your Content within the Site or 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 SNAPD, or if SNAPD believes that you have violated or acted inconsistently with the letter or spirit of this TOS or the User Agreement. You agree that any termination of your right to use the Site or Services may be effected without prior notice, and acknowledge and agree that SNAPD 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 SNAPD 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 or User Agreement that by their nature should survive termination of your right to use the Site or Services shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, and intellectual property protections and licenses).
The Site or Services may provide, or third parties may provide, links to other Internet websites or resources. Because SNAPD has no control over such websites and resources, you acknowledge and agree that SNAPD 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 SNAPD 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. SNAPD 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. SNAPD MAKES NO WARRANTY THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE SERVICES THEMSELVES (OR ANY PART THEREOF) WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. SNAPD IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, ACTIONS OR INACTIONS OF ANY USER, BUYER OR OTHER NON-ORGANIZER, ORGANIZER OR THIRD PARTY BEFORE, DURING AND/OR AFTER AN EVENT; AND SNAPD WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (I) THROUGH (V) ABOVE. YOU ACKNOWLEDGE THAT SNAPD HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS ADVERTISED, THE TRUTH OR ACCURACY OF ANY USERS’ (INCLUDING BUYERS’, OTHER NON-ORGANIZERS’ AND ORGANIZERS’) CONTENT OR LISTINGS, OR THE ABILITY OF ANY USER (INCLUDING BUYERS AND ORGANIZERS) TO PERFORM, OR ACTUALLY COMPLETE A TRANSACTION. IN ADDITION, SNAPD IS NOT AFFILIATED WITH, AND HAS NO EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICES, AND SNAPD HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTY SERVICE PROVIDER. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. Notwithstanding the foregoing, you may report the misconduct of users, Buyers, other non-Organizers, Organizers and/or third parties in connection with the Site or any Services to SNAPD. SNAPD, in its sole discretion, may investigate the claim and take necessary action.
16. LIMITATION OF LIABILITY
SNAPD 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 OR THE USER AGREEMENT, 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 SNAPD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (III) AMOUNTS IN EXCESS OF CAN$100.00 IN THE AGGREGATE FOR ALL CLAIMS FROM A GIVEN ORGANIZER WITH RESPECT TO THE SERVICES, OR (IV) ANY MATTERS BEYOND SNAPD’S REASONABLE CONTROL. SNAPD SHALL HAVE NO LIABILITY WITH RESPECT TO ANY OF YOUR CONTENT OR ANY CONTENT OF ANY OTHER USER OF THE SITE OR SERVICES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
IN CONSIDERATION OF BEING PERMITTED TO ACCESS AND USE THE SITE AND SERVICES, YOU HEREBY AGREE TO RELEASE SNAPD, AND ITS AFFILIATES, AND EACH OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS, OTHER PARTNERS, AND EMPLOYEES FROM ALL DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE), LOSSES, LIABILITIES, COSTS AND EXPENSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH DISPUTES BETWEEN YOU AND THIRD PARTIES (INCLUDING OTHER ORGANIZERS, BUYERS, AND OTHER NON-ORGANIZERS) IN CONNECTION WITH THE SITE, SERVICES, YOUR ACCESS AND USE OF THE SITE OR SERVICES, OR YOUR EVENT.
IN CONNECTION WITH THE FOREGOING RELEASE, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE 1542 AND ANY OTHER APPLICABLE LAW OR STATUTE, WHICH SAYS, IN SUBSTANCE:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
19. NOTICE AND ACTION
Notices to you may be made via either email or regular mail to the address in SNAPD’s records. The Site and 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.
Any controversy or claim arising out of or relating to this TOS or the provision of the Services shall be exclusively settled by final and binding arbitration pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc. [the Simplified Arbitration Rules of the ADR Institute of Canada, Inc.] by a single Arbitrator. The place of arbitration shall be Toronto, Ontario, Canada. The language of the arbitration shall be English. 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, Canada and judgment on the arbitration award may be entered in any court having jurisdiction thereof. You and SNAPD agree to submit to the personal jurisdiction of the courts located within the city of Toronto, Ontario, Canada. Either you or SNAPD 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 SNAPD (or its agents, suppliers, and subcontractors) pending the completion of arbitration.
19.2 Waiver; Invalid Provisions.
The failure or delay of SNAPD to exercise or enforce any right or provision of this TOS or of the User Agreement 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 or the User Agreement 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 and of the User Agreement shall remain in full force and effect.
19.3 Time to File Claim.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this TOS must be filed within two (2) years after such claim or cause of action arose or be forever barred.
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 firstname.lastname@example.org.