Terms of Service
Software & Terms of Service
Acknowledgments. Client, an event ticket reseller that possesses a web site that promotes its services and generates sales online to its customers, agrees to hire TFL for the purpose of providing software and services which are capable of managing web-based properties and services in a timely and efficient manner that enables ticket brokers to generate sales of various events online to its customers. Client hereby employs TFL to perform the following services in accordance with the terms and conditions set forth in this agreement. The Parties desire to enter into an agreement whereby TFL shall sell Client such software (the “Technology”) in accordance with the terms and conditions set forth in this Agreement.
Sale of Technology. TFL hereby agrees to license Technology to Client.
Product. Client has reviewed the Technology and is satisfied with the functions and features available. Client agrees to Payment Price for the Technology. Client acknowledges and agrees that the Payment Price is solely for the license of the Technology. Once the Technology is installed and configured and accessible from a browser on the development or live domain, Client acknowledges receipt of and satisfaction with the Technology.
Payment Terms. Client agrees to pay TFL the Payment Price in a single payment. Client will pay TFL the Payment Price with an authorized credit card. Client authorizes TFL to charge the credit card provided when paying their first invoice online for the aforementioned amount. TFL reserves the right to cancel this contract for failure to follow these payment terms without refund.
Discounts or Packages. In the event TFL provides a discount or package to Client for the Technology, 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 Technology. TFL will not offer and Client will not receive any type of refund.
Tax on Services. 6.1 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 you for such Tax and you must pay TFL the amount of the Tax that is due or provide TFL with satisfactory evidence of your 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. You 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. 6.2 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 you are 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 your payment of any such Local Withholding Tax. TFL shall remit such cost to you in the form of a credit on your outstanding account balance following receipt of sufficient evidence of payment of any such Local Withholding Tax as set forth above.
Late Fees. TFL reserves the right to charge reasonable late fees for failing payments, unpaid accounts and past due balances. Client agrees to pay any late fees that have accrued to the account as a result of non-payment. Client acknowledges that late fees will accrue and add to the balance until the balance is paid in full. TFL reserves the right to waive late fees at the discretion of TFL.
License of Software. Client acknowledges and agrees that TFL is selling a license to a copy of the Technology. Client does not own exclusive rights to any code or modifications. Further, Client acknowledges and agrees that the Technology code is encrypted and encoded. Client will not attempt to decrypt the programming code. Any attempt to decrypt the Technology will be considered a breach of this Agreement.
Use of Software. Client acknowledges the Technology is licensed for and may only be used for a single domain name. Client may not duplicate the Technology or host any unauthorized copies of the Technology on any web server or domain name. Client may not resell any part of the Technology. Client may not alter or otherwise modify the control panel template.
Transfer of Technology. Client may not transfer or otherwise sell the Technology without prior written consent from TFL. Client agrees to inform a new or prospective owner of the terms of this Agreement. TFL will assist with transferring the Technology to a new owner, as needed.
Modification of Technology. Client may modify the unencrypted Technology at the discretion and expense of Client. TFL may provide requested modifications to Client at the discretion and rate set by TFL however TFL reserves the right to refuse to development of any modifications. In the event Client hires a third party to develop modifications to the Technology, Client is solely responsible for maintaining the encryption of the Technology. If the Technology 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.
Additional Technology. TFL may offer additional Technology to Client including but not limited to GEO-Location services (GEOIP), royalty-free images, mobile websites, and mobile applications (“Additional Technology”). Client acknowledges and agrees these services are not included and may be provided at an additional fee as determined by TFL. Client is not required to accept or use the Additional Technology. Client acknowledges some features shown from demonstration purposes are not included in the Technology. TFL is not required to offer or develop any Additional Technology.
Required Third-Party Authorization. Client acknowledges and agrees that the Technology will require XML API access from one of the event ticket exchanges. TFL is not responsible for obtaining this information on behalf of Client. Client agrees to obtain the information from the ticketing exchange and provide it to TFL. Client agrees that in the event Client is unable to obtain XML API information from the ticketing exchange, TFL is not responsible and shall not issue a refund. Additionally, in the event the XML API information is revoked from Client, TFL shall not refund any payments to Client and is not required to provide Client with a compatible Technology for an alternate ticketing exchange. TFL may sell Client a compatible copy of the Technology at the discretion of TFL and agreement of both Parties. Client agrees to have access to and will provide XML API information from one (1) of the following ticket exchanges: TicketNetwork, TicketTechnology, Ticket Evolution, Logitix, or Vivid Seats.
Development of Technology. TFL agrees to configure and customize the Technology as specified in the “Additional Technology” in a timely manner however Client acknowledges and agrees that the development time of the Technology may vary. TFL is not responsible for and shall not offer a refund for delays of development for any reason. TFL agrees to provide Client with an online interface to engage and work with TFL during the development of the Technology. Client agrees to use the online interface during this process. Client acknowledges any refusal or delays in using the online interface will result in delays in completion of the Technology.
Hosting. Client acknowledges and agrees that hosting is a monthly service that must be paid regardless of the accessibility or inaccessibility of the website or status of the website development. Client acknowledges and agrees that hosting with TFL is required and as such agree to pay reasonable hosting fees set forth by TFL. Client hereby authorizes TFL to charge the credit card provided when paying electronic invoices for the monthly hosting service.
- TFL reserves the right to temporarily deactivate the website for failure to pay for any services. Temporary deactivation includes the placement of a website overlay, preventing use of the website. The website will be restored within forty-eight (48) hours once all outstanding balances are paid in full.
Secure Socket Layer (SSL). Client acknowledges the Technology requires an SSL certificate. Client agrees to purchase and use the SSL service provided by TFL. This is a required service and fee. In the event TFL permits a third-party SSL certificate installation, Client agrees to pay an installation fee and annual renewal fee, set by TFL, each time the third-party SSL certificate must be renewed. TFL reserves the right to refuse installation of any third-party SSL certificate without cause.
Email. TFL does not host or support email or email servers. Client acknowledges and agrees to obtain appropriate email services as needed. Further, Client will maintain an accurate email address to keep on file with TFL at all times.
Technical Support. TFL agrees to provide technical support to Client through an online ticket-based system. TFL may, at the sole discretion of TFL, provide technical support to third parties affiliated with Client. Client acknowledges services provided through the online ticket-based system may incur an additional fee set by TFL. In the event that support is expected to exceed ten (10) hours of labor, TFL will provide the Client with an estimate of the additional fee for the services. Client reserves the right to decline the estimate set by TFL and acknowledges that the services will not be completed by TFL.
Updates. TFL agrees to provide, from time to time, updates to the Technology as deemed necessary. These updates will be provided to Client free of charge however TFL reserves the right to charge an additional fee for upgrades or additional features to the Technology. TFL reserves the right to require an update be completed. Failure to take a required update may result in the Client’s services being cancelled or the Client being charged an additional fee set by TFL for support of outdated versions.
Additional Payments. Client agrees to provide TFL with accurate contact and billing information for ongoing payments. In the event TFL finds Client has not paid for utilized services, TFL will investigate and provide Client with a record of the unpaid balance. Client agrees to pay the unpaid balance to TFL in a timely manner. If Client has not paid for the unpaid balance in full, TFL will place a red banner on the Client’s website that states the site has been temporarily disabled, among other language. This red banner will stay up for thirty (30) days or until the unpaid balance is paid in full, whichever is sooner. If after thirty (30) days the unpaid balance has not been paid in full by the Client, TFL has the right to forward the Client’s website domain to another website of TFL’s choosing.
Copyright Images. Client acknowledges that images found through popular search engines may be subject to copyright. Client agrees to acquire appropriate copyright permissions for any images provided to TFL. TFL is not responsible for any images used with Technology, whether provided directly or indirectly. TFL does provide a royalty-based image service for an additional fee.
Disclaimer. Client acknowledges and agrees that TFL disclaims any liability for indirect, incidental, or consequential damages. In no event shall TFL be liable for any damages including but not limited to damages for loss of business profits, business interruption, loss of business information or other pecuniary loss arising out of the use or inability to use the Technology. TFL has no obligation to provide security, including for any Personal Data, other than as expressly stated in the Agreement.
Liability on Damages. TFL and any of its Representatives shall not be responsible for any loss or damages that are directly or indirectly in connection with the Services or the Agreement. Further, TFL shall not be liable, including but not limited to, for the following: any direct or indirect, special, incidental, exemplary, or consequential loss or damages of any kind; any loss of profit or income; any loss of business or business opportunity; any lost or corruption of data; any anticipated savings or revenue; any punitive damages; any loss of goodwill or reputation; or any loss that could have been avoided by the damaged Party’s use of reasonable diligence, even if the Party responsible for the damages has been advised or should be aware of the possibility of such damages. The Parties agree 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. 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.
Force Majeure. Neither Party will be in breach of the Agreement if the failure to perform the obligation is due to an event beyond our control, such as significant failure of a part of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, 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. Client hereby indemnifies and saves harmless TFL and its partners, managers, agents, servants, and employees from each and every loss, claim, demand, obligation, liability, cost, expense (including reasonable attorneys’ fees), indebtedness and cause of action of any kind, type, nature or description whatsoever, whether known or unknown, as if expressly set forth and described herein (“Losses”), which either Party may incur, suffer, become liable for, or which may be asserted or claimed against the other, as a result of the misappropriation, re-sale or misuse of the Technology or Source Code by Client, or as a result of any copyright infringement (or allegation of copyright infringement) by or against Client with respect to the content of the web site Client or any materials provided to TFL by Client for inclusion in the website Client. Notwithstanding the foregoing, Client shall not be liable, and shall be indemnified and held harmless by TFL, for any Losses associated with any third party claim related to the ownership or rights to the intellectual property comprising the Technology and/or the Source Code. Client shall be deemed to be subject to these terms and conditions by the supply of information or material for the development of pages or a request to develop pages. Client is also responsible for obtaining, and providing all necessary information which are accurate, complete and current.
Refunds. Client acknowledges and agrees that 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 the requested amount and type of changes from the Client and TFL cannot predetermine the amount or type of changes. TFL will not offer a refund for development of modifications that exceed an originally quoted time allotment. Further, Client acknowledges it is their sole responsibility to ensure all services and billing payments are accurate. In the event an error is discovered, TFL and Client agree to review no more than the previous six (6) months’ billing cycles to find and correct any error. TFL, at their sole discretion,, may offer account credits for up to six (6) months of overage. Further, Client agrees to pay no more than six (6) months of unpaid errors.
Termination for Cause. In the event Client becomes directly or indirectly abusive or threatening towards TFL employees in any correspondence including but not limited to email, support desk tickets, development portals, phone calls, voicemails, mail, or any other correspondence, TFL reserves the right to immediately terminate the Client’s services without refund. If termination of this Agreement is for breach of terms or any other cause, TFL reserves the right to terminate the Client’s services immediately and without notice at its sole discretion.
Termination Without Cause. TFL reserves the right to terminate services with or without cause. Notwithstanding anything to the contrary in the Agreement, the fees for the Services shall become due immediately upon the occurrence of an Insolvency Event. In the event of termination without cause, TFL agrees to provide Client with thirty (30) days’ notice prior to deactivating services whenever reasonably possible.
Refusal of Service. TFL reserves the right to refuse services to any customer with or without cause.
Cancellation. Client agrees this contract may not be cancelled after the initial seven (7) day period. Failure to make payments outlined in the Payment Terms shall result in late fees. TFL reserves the right to assign any outstanding balance to a debt collection agency. In the event Client wishes to cancel any monthly services, including but not limited to hosting, GEOIP, mobile websites and applications, and images services Client will provide TFL with thirty (30) days written notice by submitting a support ticket to the TFL help desk. Cancellations through email, voicemail, sms text, etc. will not be accepted.
Collection. Client acknowledges that TFL reserves the right to assign any unpaid balance to a debt collection agency.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas. If litigation is to take place, then it shall be in the State of Kansas.
Amendments. This Agreement may be amended only by a written document signed by both of the parties hereto, and no claimed amendment modification, termination or waiver shall be binding unless in writing and signed by the party against whom such claimed amendment, modification, termination, or waiver is sought to be enforced.
Litigation Costs. If any legal action or any other proceeding is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default, or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or Parties shall be entitled to recover reasonable attorneys’ fees and all other costs incurred in that action or proceeding in addition to any other relief to which it or they may be entitled. In the event of any appeal from any decision, the party prevailing in such appeal shall likewise be entitled to recover all costs, including attorneys’ fees.
Non-Disclosure. Any and all knowledge, secrets, and trade tips learned and or used by Client is completely restrictive for the advancement of Client however Client acknowledges that similar knowledge and trade secrets may be used by competing companies. TFL agrees not to share any confidential information learned from Client with any other company or individual. Client agrees all services, pricing, secrets, advice quality of services provided by TFL as considered confidential and will not share or publish any such information. Client agrees to allow TFL to reference Client as a customer of TFL however TFL will not disclose any aforementioned confidential information. In the event Client no longer authorizes TFL to reference Client as a customer, Client will provide TFL with written notice.
Non-Compete. During the term of which Client uses the Technology or any services of TFL, and for a period of five (5) years thereafter, Client agrees that they 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 Technology or any services of TFL, and for a period of five (5) years thereafter, Client agrees that they will not solicit or contact any of the customers, clients, or brokers with whom Client has had contact during the term of use of Services with TFL. Furthermore, during this same period, Client agrees it will not solicit or attempt to hire any employees or contractors currently working for TFL or that were previously employed by TFL within the last two (2) years.
Assignment. Neither Party may assign the Agreement in whole or in part without the prior written consent of the other Party except that TFL may assign the Agreement in whole or in part to an Affiliate with sufficient financial standing in order to meet its obligations under the Agreement or as part of a bona fide merger, corporate reorganization or a sale of all or substantially all of the assets of TFL, and we may transfer your Confidential Information as part of any such transaction. TFL may use Affiliates and third-party service providers to perform all or any part of the Services.
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 YOU.
This Web Support Service Level Agreement is hereby entered into between you, your employees, and agents (collectively “Client”) and applies to all monthly and individual services provided to or ordered by Client or any employees or agent of Client.
WHEREAS, the Client has a website developed by TFL and receives monthly and hourly services from TFL.
NOW, THEREFORE, subject to the terms and conditions hereinafter set forth the Client and the TFL hereto (each individually a “Party” and collectively the “Parties”) agree as follows:
Support Services. TFL may provide Client with access to a support ticketing system where Client may request services, revisions, modifications, and general support. Client acknowledges that any and all support, labor, or requests made to TFL are subject to billing at TFL’s current hourly rate. TFL reserves the right to refuse development or modification of any request submitted by Client for any reason. Client further acknowledges that all support requests must be sent to the support ticketing system. Further, Client acknowledges that direct email support to any TFL developer is prohibited and will incur a flat-rate fee.
Fees; Limitations and Cancellations. Client acknowledges that all discovery, development, and continued support, whether through email, support ticket, or phone, is subject to billing at TFL’s hourly rate. Client agrees to pay TFL any and all fees as billed in accordance with this Agreement. THE CLIENT FURTHER AGREES THAT, IN THE EVENT OF ANY TERMINATION OF SERVICES BY CLIENT OR TFL, NO REFUNDS SHALL BE GIVEN UNDER ANY CIRCUMSTANCES WHATSOEVER. THE CLIENT FURTHER AGREES TO PAY UPON CANCELLATION THE AMOUNT OF ANY CANCELLATION FEES OR OTHER AMOUNTS DUE TO TFL. TFL IS HEREBY AUTHORIZED TO CHARGE CLIENT’S CREDIT CARD ACCOUNT OR OTHER PAYMENT MECHANISM FOR ANY AMOUNT(S) OWED BY CLIENT TO TFL. ANY UNPAID BALANCE OR AMOUNTS DUE TO TFL MAY BE SUBMITTED TO A CONTRACTED COLLECTION AGENCY.
Billing, late fees, refusal to pay. Client understands, acknowledges and agrees that any request submitted to TFL, whether by Client or a third-party representative of Client, will be subject to the following terms and procedures: Client acknowledges that any request that does not exceed ten (10) hours may be completed by TFL, at the sole discretion of TFL, and billed at an hourly rate in thirty (30) minute increments. Client understands, acknowledges, and agrees that the rate or amount of time listed on a project is to be set and determined solely by TFL. TFL will invoice Client on a daily basis for any unpaid labor and automatically charge Client’s credit card. Client agrees and fully authorizes TFL to charge this open balance each day. Client acknowledges and agrees that unpaid balances will be subject to late fees and collection attempts. Further, Client acknowledges and agrees that refusal to pay any outstanding balance will result in immediate termination of all TFL services.
Credit Card Charges. TFL requires a credit or debit card on file for all services. Client hereby agrees to provide and fully authorizes TFL to charge the credit card provided, either directly to TFL or online, for any and all services rendered and unpaid invoices including but not limited to general monthly services, modifications, support requests, additions, late fees, third-party fees, etc. Client agrees that all charges from TFL are valid and Client will not dispute any charges. Dispute of any charge from TFL may result in immediate termination of all of Client’s services provided by TFL.
Client Responsibilities and Acknowledgements. Client agrees to properly convey to TFL the information needed to complete a request. Client acknowledges and agrees that all requests are to be submitted through the ticketing system. Client agrees not to directly email an TFL developer and, doing so, will result in additional fees.
Third Party Agents. Client acknowledges that any third-party entity requesting revisions or support on behalf of Client will be considered an authorized third-party. Client agrees to assume any and all responsibility for any revisions, modifications or customizations made by this third-party including any billing or fees associated with these requests.
Expenses. Client agrees and acknowledges that TFL may, from time to time, use third-party services in order to provide a feature or function of Client’s website. TFL may advise Client to obtain an account for Client to use. If Client does not obtain an account and Client continues to use an TFL account, Client will fully reimburse any fees or invoices paid by TFL for Client’s usage.
Estimates. Client acknowledges that an estimate provided to Client is an approximation of the necessary time to complete a request from Client. TFL will make a reasonable attempt to provide Client with an accurate estimate for any work, however, in the event the requested labor requires additional time for completion, Client agrees to and authorizes any and all charges from TFL to facilitate the completion of the request.
Rates and Fees. Client acknowledges that TFL may change hourly prices, as needed, with or without notice. TFL will attempt to notify Client of a change in pricing through email. A signature or acknowledgment from Client is not required for an amendment to become effective.
The following are the current hourly rates for TFL services: