Business Solutions Terms & Conditions

Software Terms of Service

This Software Terms of Service (“Agreement”) is a binding Agreement between TFL, LLC (“TFL”) and Client, governs Client’s access to, use of, and receipt of TFL’s Services (defined within Client’s Order Form) and is effective as of the date of Client’s acceptance via Client’s execution of an applicable Order Form (“Effective Date”). By (1) indicating Client’s acceptance of this Agreement, (2) executing an Order Form, or (3) using the Services (“Acceptance”), Client signifies acceptance of this Agreement and acknowledges that it has read, understands, and will comply with the same. If Client does not accept this Agreement, then client must not access or use the Services.

Definitions. Capitalized words and phrases used in the Agreement and the Order Form and not otherwise defined, have the meanings set out in this section.

“App”: The technology application owned, operated, and/or managed by the Client where it has made live event tickets available for purchase to its Customers. This could refer to a Site or any other type of application, including but not limited to a native mobile application.

“Confidential Information”: All non-public information disclosed by a Party (“Disclosing Party”) under this Agreement to the other Party (“Receiving Party”), whether orally or in writing, that is designated as “confidential” at the time of disclosure or that reasonably should be understood to be confidential given the nature of the information and/or the circumstances of disclosure, including, without limitation: the terms and conditions of the Agreement (including pricing), business and marketing plans, Software and technical information, products and product plans and designs, business processes, trade secrets, financial data, and know-how. For clarity, the features and functionality of the Software and any documentation information regarding planned modifications or updates to the Software or other TFL products and Services, constitute TFL Confidential Information. Client Confidential Information includes Client Personal Data, as defined in GDPR.

“Business Day”: Monday through Friday, except for any holiday recognized on a national level in the United States.

“Client”: The business, company or entity identified in an applicable Order Form who is a Party (defined below) to this Agreement.

“Customer”: Client’s customer, member, employee, and/or client with access to the Site. For clarity, this is the end-user or consumer of the Site for purposes of purchasing live event tickets.

“Invalid Order”: Orders that are rejected, canceled by TFL, cannot be fulfilled for any reason, where payment is not completed or disputed by Customer after the fact, or where the event is canceled and/or does not take place.

“Maintenance Fee”: Monthly fee paid by the Client to TFL for the ongoing hosting, support, and maintenance of the Site. This fee subscribes the Client’s Site for ongoing improvements to the technology. Unless otherwise specified, Client will provide a credit card for automatic charges for this fee.

“MOR Fees”: Stands for “merchant of record” fees and account for the costs of being a merchant on the Orders. This includes, but is not limited to, payment processing fees, fraud mitigation costs, and chargeback management expenses. The MOR Fees are 3% of the total amount a Customer paid on an Order.

“Order”: A transaction to purchase tickets made on Client’s Site, by a Customer.

“Order Form”: The contract signed between TFL and the Client which details payment terms, scope of services, and any other unique information regarding the relationship between the Parties. In the event of a conflict between this Agreement and the Order Form, the terms outlined in the Order Form will supersede the Software Terms of Service.

“Parties”: TFL, LLC and Client, individually referred to as Party and collectively as Parties.

“Points”: Any currency used by the Customer to pay for an Order which is backed by the Client. Points, regardless of its label or branding, may be used on Site in exchange for dollars (USD) or other currency outlined in the Order Form by the Customer at the exchange rate designated by the Client. TFL will not charge the Customer’s payment method for any Points used and will instead communicate the deduction as outlined by the Client and will Invoice for the amount owed.

“Services”: Any and all works, support, derivatives, or any other products or services provided by TFL to the Client.

“Site”: A World Wide Web Site, commonly referred to as a website, whether accessible to the public in general or some smaller group via an intranet.

“Software”: The TFL provided technology platform(s) that enable companies to offer for sale tickets to events and venues to its Customers. This includes, but is not limited to, report dashboard, TFL implemented Sites, catalog data, and TFL APIs (Application Programming Interface).

“Subtotal”: Subtotal of a Valid Order is the total amount the customer is charged less the delivery fee, taxes (if applicable), MOR Fees, and Points value (if any).

“Valid Order”: An Order where all of the following are true: (i) Order was placed on Client’s Site, (ii) TFL received payment in full from the Customer, (iii) the event the Order was for took place, and (iv) the Order is not an Invalid Order for any reason.

“Term”: The length of this Agreement, which shall begin on the Effective Date and, unless terminated sooner as provided in the Order Form, will continue for the period specified in the Order Form (“Initial Term”). Unless otherwise agreed, the Agreement will automatically renew for successive renewal terms upon the expiration of the Initial Term and any renewal term as agreed upon in writing by the Parties thereafter (each a “Renewal Term”).

License Grant. Upon payment of applicable fees and subject to Client’s compliance with this Agreement, during the Term, TFL grants to Client a limited, revocable, non-exclusive, non-transferable, royalty-free, non-sublicensable license to use the Software along with any programs, Services, tools, materials, or information made available through or from the Software. TFL further grants Client a limited, revocable, non-exclusive, non-transferable, royalty-free, non-sublicensable license to use TFL’s logos and marks solely in connection with this Agreement and Order form. Client hereby grants TFL a limited, revocable, non-exclusive, non-transferable, royalty-free, non-sublicensable license to use company logos and marks solely in connection with this Agreement and Order Form.
Proprietary Rights.
1. Ownership. Client acknowledges and agrees that TFL is granting a license of the Software. Accordingly, Client expressly acknowledges and agrees that TFL transfers no ownership or intellectual property interest or title in and to the Software to Client or any other entity. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html and CSS code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Software, unless otherwise indicated, are owned, controlled, and licensed by TFL and its successors and assigns and are protected by state, national, and international laws and regulations. Except as expressly provided herein, TFL does not grant any express or implied right to Client under any intellectual or proprietary rights, other than the licensing grant herein. Client agrees to acquire appropriate copyright permissions for any images provided to TFL and generally when using the Software. Further, Client acknowledges and agrees that the Software code is encrypted and encoded. Client will not attempt to decrypt the programming code, and any attempt to decrypt will be considered a breach of this Agreement.
2. Modification of Software. Except as otherwise expressly stated herein, Client may not, without TFL’s prior written consent, alter, modify, or adapt any encrypted portion of the Software or control panel template, including, but not limited to, translating, reverse engineering, decompiling, disassembling, or creating derivative works. TFL may provide requested modifications to Client at the discretion and rate set by TFL. TFL reserves the right to refuse development of any modifications. In the event Client hires a third party to develop against the Software, Client is solely responsible for maintaining the encryption of the Software. If the Software is found to be compromised, unencrypted or available through another source other than TFL as a result of a third-party company or employee hired by Client, Client acknowledges and agrees this will cause irreparable harm to TFL and will be held responsible for liquidated damages of up to $100,000 per incident. Client acknowledges that this is TFL and Client’s best estimate of potential actual damages and is not a penalty.
3. Use of Software. Client acknowledges the Software is licensed for and may only be used as outlined in the Order Form by Client and Client’s employees, consultants, patrons and Customers. Client may not duplicate or resell the Software or host any unauthorized copies of the Software on any web server, domain name, or via any App.
4. Additional Software. TFL may offer additional Software to Client including but not limited to GEO-Location services (GEOIP), royalty-free images, search widgets, and reporting dashboards (“Additional Software”). Client acknowledges and agrees these services are not included and may be provided at an additional fee as determined by TFL unless specifically outlined in the Order Form. Client is not required to accept or use the Additional Software. Client acknowledges some features shown for demonstration purposes are not included in the Software. TFL is not required to offer or develop any Additional Software.
Client Obligations.
1. Domain. If TFL will be hosting a ticketing website for Client as part of its Services or Software, Client will provide a domain or subdomain it owns and has control over as the URL for the Site to be hosted. The Client will be responsible for some basic setup and redirection of the domain or subdomain within its service provider’s system. TFL will provide instructions and details, as needed. In the event that Client elects to not provide a domain or subdomain, TFL may provide access to a TFL owned subdomain during the Term of the Agreement at a cost agreed to by Parties.
2. Integration. Depending on the Services in the Order Form, there may be some level of integration and development required by Client. Integration could include integrating with TFL’s APIs or simply adding hyperlinks throughout its App to promote the Site. TFL will provide reasonable technical assistance as well as documentation. Client agrees to provide reasonable assistance and cooperate in order to complete integration. TFL will validate any API integrations before provided with production access. If Client does not complete the expected integration obligations within a reasonable timeframe, TFL may elect to terminate the Services at its discretion with thirty (30) days’ notice.
3. Promotion. Client is expected to promote the Site to its Customers regularly. The method of this promotion will depend on the Client, how it interacts with the Customers normally, and the way the Software is integrated into Client’s App. Client and TFL shall mutually agree on a strategy to meet the Client’s needs. Client understands that this generally includes:
  1. Regular (every 2-4 weeks or more often) promotion due to the time sensitive nature of live events and the normal buying patterns of Customers.
  2. Electronic communications that are able to link directly to the Site for the Customer’s ease of access.
4. Marketing Language. Client is responsible for representing the Services and Software accurately to Customers in its promotional and marketing content. TFL will assist and provide ready-to-use copy and images in an attempt to help. Any marketing materials provided by TFL to Client will be subject to the limited license grant outlined herein.
Orders, Fees, and Payments.
1. Orders. TFL reserves the right to reject or cancel any Order, including, but not limited to: (i) the Customer’s payment is not processed or is disputed, (ii) an event is canceled, or (iii) an event is postponed without a new date. In the event that an Order is canceled, TFL will notify the Customer and ensure that any payment is reimbursed in full via refund to the original payment method within thirty (30) days of the Order cancelation, subject to any canceled check or non-payment processing fees.
2. All Sales Final. All Orders completed by Customers are final. Due to the dynamic nature of pricing for live event tickets and its relationships with suppliers, TFL cannot offer refunds when an Order is not canceled (e.g., Customer has changed its mind). TFL will provide refunds if there is an issue with the product, event is canceled, or a similar situation. For other cases, TFL may help a Customer resell its tickets through TFL’s ticket marketplace.
3. Payments. Client agrees to provide TFL with accurate contact and billing information for ongoing payment. In the event TFL finds Client has not paid for Software or other applicable services, TFL will provide Client with a record of the unpaid balance. Client agrees to pay the unpaid balance to TFL in a timely manner. If Client fails to pay an issued invoice, TFL has the right to suspend access to the Software without notice at its sole discretion up to and until Client pays off all unpaid invoices in full, including any accrued late fees as outlined herein. TFL reserves the right to assign any outstanding balance to a debt collection agency. In the event an accounting error is discovered, Client will promptly notify TFL. TFL will not be responsible for backpay due to errors dating back more than six (6) months prior to the date Client notifies TFL of the error.
4. Buy Limits. TFL shall maintain daily and weekly limits on invoiceable transaction volume (Orders purchased using Points and/or API calls) as outlined in the Order Form (the “Buy Limit”). This limit is for the protection of both TFL and the Client and provides mutually beneficial security controls. If, at any time, the amount owed for Orders is equal to or greater than eighty percent (80%) of the Buy Limit, TFL may immediately create an off-cycle invoice statement and send to the Client to prevent interruption of services. If the Buy Limit is reached or exceeded, TFL may suspend use of Points and/or API calls at any time without notice at its sole discretion until the open invoices is less than the Buy Limit again. TFL reserves the right to re-evaluate the Buy Limit and, at its discretion, raise the Buy Limit for the Client based upon risk profile.
5. Invoicing. Each Monday (or the next business day if Monday is a holiday) (the “Invoice Date”), TFL will provide an invoice statement to Client, outlining all Orders purchased using Points or APIs since the prior invoice statement, which will normally be Monday through Sunday. Any orders that are cancelled or rejected prior to the Invoice Date will be excluded and the Client is not responsible for payment on. Any adjustments or reimbursements for Invalid Orders that were initially charged will be included to offset the amount owed within thirty (30) days of them becoming Invalid Orders. If the adjustments exceed the charges, TFL will use the Client provided ACH bank information to pay Client that week. If ACH bank information is not provided, the amount will go forward to the next Invoice Date as a credit against any amount owed. In consultation with Client, TFL may change invoice generation to be done daily or more often than weekly to minimize unscheduled invoices due to the Buy Limit threshold. If Client believes the invoiced amount is incorrect, Client shall contact TFL via email at solutions@tflgroup.com within thirty (30) days of the Invoice Date, and the Parties shall work in good faith toward investigating, and if appropriate, reconciling the invoiced amount.
6. Buy Limits. TFL shall maintain daily and weekly limits on invoiceable transaction volume (Orders purchased using Points and/or API calls) as outlined in the Order Form (the “Buy Limit”). This limit is for the protection of both TFL and the Client and provides mutually beneficial security controls. If, at any time, the amount owed for Orders is equal to or greater than eighty percent (80%) of the Buy Limit, TFL may immediately create an off-cycle invoice statement and send to the Client to prevent interruption of services. If the Buy Limit is reached or exceeded, TFL may suspend use of Points and/or API calls at any time without notice at its sole discretion until the open invoices is less than the Buy Limit again. TFL reserves the right to re-evaluate the Buy Limit and, at its discretion, raise the Buy Limit for the Client based upon risk profile.
7. Late Fees. In the event of a late payment or Client’s failure to timely pay an issued invoice, TFL reserves the right to charge a late fee up to seven percent (7%) of Client’s outstanding balance each week that the invoice is late. Client acknowledges that late fees will accrue and add to the balance until the balance is paid in full. Client agrees to pay any late fees that accrue. Client acknowledges that late fees will accrue and add to the balance until the balance is paid in full.
8. Discounts or Packages. In the event TFL provides a discount or package to Client for the Software, Client acknowledges that the price listed is restrictive to terms of the package. Client acknowledges that cancellation of one or more portions of the package will result in the application of the remaining balance towards the regular purchase price of the Software.
9. No Refunds. Client acknowledges and agrees that all sales are final and TFL does not offer refunds for any reason. Client acknowledges that TFL does not set predetermined deadlines or timeframes for completion. The length of time required for development and customization is dependent upon multiple factors and TFL cannot predetermine the amount or type of changes. TFL will not offer a refund for any onboarding fees, Maintenance Fees, or custom fees for requested development of modifications even if the timeline should exceed an originally quoted time allotment.
10. Commission Calculation. Where TFL is the merchant of record, for all Valid Orders on Client’s Site, Client may receive a commission equal to the % outlined in this Order Form of the Order Subtotal. At the close of each Commission Period, TFL will review all Orders from the prior period, and within forty-five (45) days of the close of such period, determine which are Valid Orders and provide a summary statement to Client. Within thirty (30) days of the date of such summary statement, TFL shall remit payment to Client of any Commission due via payout method in the Order Form. Any Commissions already paid out for orders that have since become Invalid Orders will be adjusted in the summary statement immediately following the Invalid Orders. Client shall not be paid commission on Invalid Orders.
11. Discount on Points. Where Points are used as currency for an Order, TFL may agree to a percentage discount. If outlined in the Order Form, this discount percentage will be a percent of the amount owed for any Points used. For clarity, this means if an amount of Points equaling $100 USD is used on an Order, the Client will be invoiced for $100 less any discount. If the Client’s discount is 2%, it would be invoiced $98 USD by TFL for the Points used on this Order.
Tax on Services.
1. Sales Tax. Unless otherwise expressly provided in the Agreement or included in the invoice for the Services, all amounts due to TFL under the Agreement are exclusive of any value added, goods and services, sales, use, property, excise and like taxes, import duties and/or applicable levies (collectively, “Tax”). If TFL is required by law to collect Tax on the provision of the Service, TFL will invoice the Client for such Tax and it must pay TFL the amount of the Tax that is due or provide TFL with satisfactory evidence of its exemption from the Tax. The obligation to pay any Tax that Client may be required to pay in connection with Client’s use of Services or Client’s payment of amounts due to TFL under the Agreement shall be borne exclusively by Client. The Client must provide TFL with accurate factual and adequate information and documentation (as determined by TFL), to help TFL determine if any Tax is due with respect to the provision of the Services.
2. Withholding Tax. All payments to TFL shall be made without any withholding or deduction for any Tax, except for any withholding (or similar) Tax imposed on income that may be attributed to TFL in connection with its provision of the Services that it is legally required to withhold from such payment and remit to the applicable governmental or Tax authority (such Tax, “Local Withholding Tax”). Client agrees to timely provide TFL with adequate and accurate factual information and documentation (as determined by TFL), including Tax receipts, of its payment of any such Local Withholding Tax. TFL shall remit such cost to the Client in the form of a credit on its outstanding account balance following receipt of sufficient evidence of payment of any such Local Withholding Tax as set forth above.
TFL Obligations. TFL will provide any and all of the following as applicable to the Services outlined in the Order Form for Client. For clarity, some obligations are specific to specific Services such as API access or website hosting and may not be applicable to all Clients.
1. Hosting Client’s Site and providing the agreed upon Site design and branding.
2. Hosting a checkout/cart for the Site that allows Customers to place Orders.
3. Act as the merchant on all Orders including charging payment methods, attempting to prevent fraudulent activity, and (if applicable) integrating with Client’s Points management technology.
4. Provide Client with detailed API documentation and standard use of calls and endpoints.
5. Provide access to a staging or sandbox environment for Client to develop against APIs.
6. Providing technical assistance and support for Client as it relates to the Services.
7. Tracking all Order information required to fulfill the Order and provide service to the Customer.
8. Sharing Customer and Order information with Client as is commercially reasonable.
9. Provide service and support for Customers 365 days per year via toll-free phone and email.
10. Providing Order summary statements and invoices as outlined herein for payments.
Termination Details.
1. Effect of Termination. Upon termination or expiration of this Agreement as outlined in Client’s Order Form, Client shall immediately cease use of the Software and Services. Following termination, TFL shall have no obligation with respect to storage of Client Data and may, in its sole discretion, permanently delete Client Data in accordance with its internal policies and procedures. Any termination, expiration, or suspension shall not relieve Client of its obligation to pay all fees outlined in its Order Form or this Agreement. If the domain used for hosting a Site is owned by TFL, TFL has the right to forward the website domain to another website of TFL’s choosing.
2. Suspension of Services. TFL shall have the right to temporarily suspend Client’s access to the Software and Services at its discretion and will provide Client with notice if this suspension lasts longer than a brief interruption. Reasons suspension may occur include, but is not limited to, the following: (a) emergency technical maintenance, (b) risk mitigation to TFL’s company and technology and other Clients, (c) Client’s failure to pay invoices beyond the due date, or (d) demand from a state or federal authority.
3. Discontinuance. TFL reserves the right, upon not less than 90 days’ notice to Client, to discontinue Services and terminate this Agreement and/or any or all Order Forms in the event that TFL ceases to offer Services outlined in this Agreement or Clients’ Order Form(s).
Confidentiality.
1. Confidentiality Obligations. Each party will use the other party’s Confidential Information solely as reasonably required in furtherance of this Agreement. Each Receiving Party will hold in confidence the Disclosing Party’s Confidential Information by means that are no less restrictive than those used for its own confidential materials (but not less than reasonable care); this includes limiting access to the Disclosing Party’s Confidential Information to Receiving Party employees, contractors, or agents that have a need to know the Disclosing Party’s Confidential Information and that are subject to confidentiality obligations that are consistent with those contained herein. The obligations set forth herein will survive for one (1) year after the termination or expiration of this Agreement (except for Confidential Information that is considered a trade secret, which shall be subject to those confidentiality obligations for so long as the Confidential Information remains trade secret).
2. Exclusions. Confidential Information shall not include information that: (i) is in, or enters, the public domain without breach of this Agreement by the Receiving Party, (ii) is legally known to by the Receiving Party prior to disclosure by the Disclosing Party, as demonstrated by supporting documentation; (iii) is disclosed to the Receiving Party by a third party under no obligation of confidentiality and without violation of this Agreement; or (iv) is developed independently by receiver without the use or reference of the Confidential Information.
3. Permissible Disclosure. The Receiving Party may disclose Confidential Information to the extent required by any applicable law, regulation, or court or governmental order. Before making any such disclosure, the Receiving Party shall, to the extent permitted, provide the Disclosing Party reasonable notice of such disclosure and will work with the Disclosing Party, at the Disclosing Party’s expense, in seeking confidential treatment, opposing disclosure, seeking a protective order or other similar protections for the Confidential Information.
Data Security. The Parties shall comply with all applicable state, federal, and international data privacy and security laws and regulations the European Union General Data Protection Regulation (GDPR). The Parties shall implement and maintain reasonable and appropriate administrative, technical and physical safeguards to protect the security, confidentiality and integrity of any and all personal and confidential data. The Company shall not use personal data or Confidential Information for any purposes beyond those specified in this Agreement without obtaining prior written consent. The Client shall promptly notify TFL of any actual or suspected data breach, unauthorized access, or disclosure of personal data or Confidential Information.
DISCLAIMER AND LIMITATION OF LIABILITY. EACH PARTY AGREES THAT THE OTHER PARTY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME OR LOSS OF PROFITS, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS, FOR ANY REASON WHATSOEVER. The Parties shall not be liable for any direct or indirect, special, incidental, exemplary, or consequential loss or damages of any kind; any loss of business or business opportunity; any lost or corruption of data; any anticipated savings or revenue; any loss of goodwill or reputation; or any loss that could have been avoided by the other Party’s use of reasonable diligence. Client agrees that the limitations on damages set out in the Agreement are agreed allocations of risk constituting in part the consideration for TFL’s provision of the Services, and such limitations will apply notwithstanding the failure of essential purpose of any limited remedy. TFL’s liability arising under this Agreement will not exceed the total commission paid or payable, for the period twelve (12) months prior to the incident causing such damage or loss. Nothing in this Agreement limits or excludes either Party’s liability for (i) death or personal injury caused by its negligence; (ii) any fraud or fraudulent misrepresentation; and (iii) any loss or damages where such limitation or exclusion is expressly prohibited by applicable law.
DISCLAIMER OF WARRANTY. EXCEPT FOR THE EXPLICIT REPRESENTATIONS, WARRANTIES, AND CONDITIONS PROVIDED IN HEREIN, TFL AND ANY OF ITS AFFILIATES WITH RESPECT TO THE SERVICES, SUCH SERVICES ARE PROVIDED “AS IS”, AND NEITHER TFL NOR ANY INDEPENDENT THIRD-PARTY, NOR ANY RESELLERS, CO-MARKETERS, OR ANY SUBCONTRACTORS, DISTRIBUTORS, AGENTS, SUPPLIERS, EMPLOYEES, OR MANAGEMENT OF ANY OF THE FOREGOING MAKE ANY REPRESENTATIONS OR GIVE ANY WARRANTIES, OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, OR OTHERWISE, AND TFL, ALL INDEPENDENT THIRD-PARTIES, ALL RESELLERS OR CO-MARKETERS, AND ANY SUBCONTRACTORS, DISTRIBUTORS, AGENTS, SUPPLIERS, EMPLOYEES, OR MANAGEMENT OF ANY OF THE FOREGOING SPECIFICALLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR THE EXPLICIT REPRESENTATIONS, WARRANTIES AND CONDITIONS CONTAINED IN THIS AGREEMENT, THE ENTIRE RISK OF THE USE OF ANY SERVICES PROVIDED HEREIN WILL BE BORNE SOLELY BY CLIENT.
Force Majeure. Neither Party will be in breach of the Agreement if the failure to perform the obligation is due to an event beyond its control, such as significant failure of a part of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, pandemic, strikes or other organized labor action, terrorism, act of God, or other events of a magnitude or type for which precautions are not generally taken in the industry.
Indemnification. Subject to the limitations set forth herein, Client will defend TFL, its affiliates, directors, officers, employees, licensors and authorized agents (collectively, “Indemnitees”) from and against any third party claims, actions, demands, lawsuits, or proceedings (“Losses”) arising out of, resulting from, or relating to: (a) Client Data, including its transfer, processing and use as contemplated by this Agreement; (b) Client’s (or any party under Client’s control) breach of this Agreement; (c) Client’s (or any party under Client’s control) use of the Software in violation of third party rights, including any intellectual property or privacy rights or any applicable laws; (d) Client’s (or any party under Client’s control) access or use of the Software or proprietary or intellectual property of TFL, and shall indemnify and hold the Indemnitees harmless from any and all resulting Losses.
Nature of Relationship. The relationship between TFL and Client is that of independent parties, and neither TFL nor Client, nor any other agents, contractors or employees of the Parties will under any circumstances be or be deemed to be partners of, or joint venturers with, one another. Neither Party shall have any right to enter into any contract or commitment in the name of the other Party, or to incur any obligation for, create any liability for, or bind the other Party in any respect whatsoever.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. If litigation is to take place, then it shall be in the State of Delaware.
General Provisions Entire Agreement. This Agreement and the applicable Order Form and any agreement incorporated herein by reference constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings or agreements between the Parties with respect to such subject matter. Any terms contained in any other documentation provided by Client to TFL is void and will not become part of the Agreement or bind the Parties. There are no representations, agreements, arrangements, or understandings between the Parties relating to the subject matter of this Agreement that are not fully expressed herein. Client agrees that its purchase is not contingent on the delivery of any future functionality or features. All waivers and modifications must be in a writing that both identifies itself as a waiver or modification to this Agreement and is signed by both parties.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and which, taken together, shall be deemed to constitute the entire Agreement and may be used as evidence of the execution of the Agreement to the same extent as that of an original signature.
Waiver. The Parties may waive a breach of this Agreement only by a writing executed by the Party or Parties against whom the waiver is sought to be enforced. No failure or delay (i) in exercising any right or remedy, or (ii) in requiring the satisfaction of any condition, (iii) under this Agreement, and no act, omission or course of dealing between the parties, operates as a waiver or estoppel of any right, remedy or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver on any future occasion or against any other Party.
Severability. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
Notices. Any notices or other communications required in this Agreement (aside from billing requests or questions) will be in English and in writing and will be deemed to have been duly given to a party: (a) upon receipt, if delivered by hand or sent by nationally recognized overnight delivery service; (b) one business day following the deposit of such notice with a recognized overnight delivery service; (c) upon receipt, if sent by certified or registered mail, return receipt requested. Notice to TFL must be sent to TFL, LLC, 7311 W. 130th Street, Overland Park, KS 66213 with a copy sent to: legal@tflgroup.com. Notice to Client must be sent to the contact mailing address or email address on the most recent Order Form.
Exclusivity. During the Term, and for a period of six (6) months after, Client agrees to not contract, work with, implement or offer to Customers any competing services to TFL that provide ticketing inventory for live events or related activities.
Non-Compete. During the Term, and for a period of three (3) years thereafter, Client agrees that it will not, directly or indirectly own, operate, manage, consult with, develop for, control, participate in the management or control of, be employed by, maintain or continue any interest whatsoever in any enterprise which manufactures, processes, sells, distributes, or markets a similar or competing product of any nature, anywhere in the world, without the prior written consent of TFL.
Non-Solicitation. During the term of which Client uses the Software or any services of TFL, and for a period of three (3) years thereafter, Client agrees that it will not solicit any of TFL’s clients, suppliers, or brokers with whom Client has had contact with during the Term. Furthermore, during this same period, Client agrees it will not solicit or attempt to hire any employees currently working for TFL or that were previously employed by TFL within the last two (2) years.
Dispute Resolution. For all claims and disputes, the Parties consent to the following dispute resolution process: the Parties will first make a good faith attempt to resolve the dispute through negotiations between a director, officer or other designated representative of each Party with the authority to settle the dispute. If the dispute cannot be settled by such negotiations within fourteen (14) days from the date on which the allegedly aggrieved Party notified the other Party of the dispute, the allegedly aggrieved Party shall submit the dispute for binding arbitration in Overland Park, Kansas. Binding arbitration shall be administered in accordance with the mediation and arbitration rules of the American Arbitration Association (“AAA”). The Parties shall both participate in the selection of the sole arbitrator; provided, however, that if the Parties are unable to agree upon an arbitrator within fifteen (15) days after either Party has notified the other of an unreconciled dispute then the arbitrator will be appointed by the AAA. Any award issued through the arbitration is enforceable in any court of competent jurisdiction.
Assignment. The Client may not assign the Agreement in whole or in part without the prior written consent of the TFL. TFL may assign the Agreement in whole or in part as part of a bona fide merger, corporate reorganization or a sale of all or substantially all the assets of TFL.
Construction. Paragraph headings are for convenience and shall have no effect on interpretation. Any rule of construction to the effect that ambiguities are to be resolved against the drafting Party will not be applied in the construction or interpretation of this Agreement. The words “include” and “including” and variations thereof, will not be deemed to be terms of limitation, but deemed to be followed by the words “without limitation.”